Registration No. 333-

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           ORIENT-EXPRESS HOTELS LTD.
             (Exact name of registrant as specified in its charter)

            Bermuda                                     98-0223493
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 41 Cedar Avenue
                                P.O. Box HM 1179
                             Hamilton HM EX, Bermuda
                    (Address of Principal Executive Offices)

                           Orient-Express Hotels Ltd.
                             2000 Stock Option Plan
                            (Full title of the plan)

                               John T. Landry, Jr.
                           Orient-Express Hotels Inc.
                           1155 Avenue of the Americas
                          New York, New York 10036-1532
                     (Name and address of agent for service)

                                 (212) 302-5066
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Stephen V. Burger
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200

                                 --------------








<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=============================================================================================================
                                                     Proposed              Proposed                 Amount of
Title of securities to be      Amount to be       maximum offering      maximum aggregate        registration
     registered                 registered        price per share        offering price                fee
-------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                     <C>                       <C>
Class A
  common shares,
   par value $.01 each         570,000 shares     $19.00(1)               $10,830,000(1)            $2,707.50

Class A and class B
  common shares,
  par value $.01 each          180,000 shares      18.105(2)                3,258,900(2)               814.73
                               -------                                     ----------                --------

           Totals              750,000 shares                             $14,088,900               $3,522.23
                               =======                                     ==========               =========
Preferred share
  purchase rights              750,000 rights          --(3)                       --(3)                None
--------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Calculated  pursuant to Rule 457(h) on the basis of the price at which
          outstanding options under the 1997 Stock Option Plan may be exercised.

     (2)  Calculated  pursuant  to Rule  457(h) upon the basis of the average of
          the high and low prices  ($18.41 and $17.80) of a class A common share
          as reported  for New York Stock  Exchange  composite  transactions  on
          March 29, 2001.  The class B common  shares are not  publicly  traded.
          Each  class B common  share  is  convertible  into one  class A common
          share.

     (3)  Included in the offering price of the shares being registered  hereby.
          Until the  Distribution  Date,  as  defined  in the  Rights  Agreement
          providing for the preferred share purchase rights, such Rights will be
          attached to and transferable  only with the class A and class B common
          shares and will be evidenced by the certificates  evidencing the class
          A and class B common shares.

--------------------------------------------------------------------------------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.



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<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  Registrant  is  incorporating  by  reference  into  this  Registration
Statement the following  documents  filed by it with the Securities and Exchange
Commission (Commission File No. 1-16017):

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2000;

o    The description of the Registrant's  class A common shares which appears in
     its  Registration  Statement  on Form  8-A  dated  July 28,  2000,  for the
     registration  of the  class A  common  shares  under  Section  12(b) of the
     Securities Exchange Act of 1934; and

o    The description of the preferred share purchase rights which appears in the
     Registrant's  Registration  Statement on Form 8-A dated July 28, 2000,  for
     the  registration  of the  rights  under  Section  12(b) of the  Securities
     Exchange Act of 1934.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates  that  all  securities   offered  hereby  have  been  sold,  or  which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the date of filing of such documents.


Item 4. Description of Securities.

     Not  required for the class A common  shares,  which are  registered  under
Section 12(b) of the Exchange Act.

     Following  is a  description  of the  class B common  shares.  Section  and
paragraph references in the following description correspond with the provisions
of Item 202(a) of Regulation S-K.

          (a)(1)(i)  Dividend  Rights --  Holders  of the  Registrant's  Class A
     Common Shares, par value $.01 each (the "Class A Common Shares"), and Class
     B Common Shares, par value $.01 each (the "Class B Common Shares"), receive
     such  dividends  as the  Registrant's  board of  directors  declares out of
     amounts available under



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<PAGE>



     Bermuda law for that purpose. The board of directors may not declare a cash
     dividend on the Class A Common Shares or the Class B Common Shares  without
     at the same time  declaring  an equal cash  dividend  on the other class of
     common shares.

          With  respect  to  distributions  other than cash  dividends,  Class A
     Common  Shares and Class B Common  Shares  rank  equally  and have the same
     rights, except that

          o    the Registrant can distribute  Class A Common Shares,  or rights,
               options or warrants to subscribe for Class A Common Shares,  only
               to the holders of Class A Common Shares,

          o    the Registrant can distribute  Class B Common Shares,  or rights,
               options or warrants to subscribe for Class B Common Shares,  only
               to the holders of Class B Common Shares, and

          o    the ratio of the number of Class A Common Shares  outstanding  to
               the number of Class B Common Shares outstanding,  each on a fully
               diluted  basis,  must  be  the  same  immediately  after  such  a
               distribution as immediately  before it, except as may be provided
               in the  shareholder  rights  agreement  described  in  (a)(1)(xi)
               below.

          See also (a)(4) below.

          (a)(1)(ii)  Terms  of  Conversion  -- Each  Class B  Common  Share  is
     convertible   at  any  time,   without  the   payment  of  any   additional
     consideration, into one Class A Common Share.

          (a)(1)(iii)  Sinking Fund  Provisions -- The Class B Common Shares are
     subject to no sinking fund provisions.

          (a)(1)(iv)  Redemption Provisions -- The Class B Common Shares are not
     redeemable.

          (a)(1)(v)  Voting  Rights -- Except as  otherwise  provided by Bermuda
     law,  the holders of Class A Common  Shares and Class B Common  Shares have
     exclusive  voting  rights at any  general  meeting of  shareholders  of the
     Registrant,  subject to the voting  rights of the holders of any  preferred
     shares which the Registrant may issue in the future.

          In  general,  holders of Class A Common  Shares and holders of Class B
     Common  Shares  vote  together  as a single  class with  holders of Class A
     Common



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<PAGE>



     Shares having one-tenth of one vote per share and holders of Class B Shares
     having one vote per share. However,

     o    Any  action  varying  the rights of either  class  would  require  the
          separate  approval  of that  class  as well  as the  approval  of both
          classes voting together.

     o    Any "Business  Combination," as defined in the Registrant's  bye-laws,
          involving the Registrant  and an "interested  person" must be approved
          by the  holders  of not less than 90% of the  outstanding  Class A and
          Class B Common Shares voting together as a single class, each with one
          vote,  unless the Business  Combination  meets certain  procedural and
          fair price requirements.  An interested person is defined generally as
          a person,  other than the Registrant,  Sea Containers Ltd. and each of
          their respective subsidiaries, which is the beneficial owner of shares
          or rights over shares  carrying  15% or more of the votes which may be
          cast at any general meeting of the Registrant.

     o    The  shareholders of the Registrant may remove  directors from office,
          with  or  without  cause,  at a  special  general  meeting  only  by a
          resolution  adopted  by  the  holders  of  not  less  than  90% of the
          outstanding  Class A and Class B Common  Shares  voting  together as a
          single  class,  each with one vote. A director may also be removed for
          cause  by  resolution  of  the  directors,  or  can  be  defeated  for
          re-election at an annual general meeting.

     o    If at any time a person becomes an interested person as defined above,
          that person,  with certain  exceptions,  will not be able to cast more
          than 15% of the votes which may be cast at any general  meeting of the
          Registrant  for a period of five years from the date that such  person
          first became an interested person.

     There is no provision for cumulative  voting for the election of directors,
     so that those  shareholders  can elect all of the directors  which together
     can cast a majority of the votes  represented  by all  outstanding  Class A
     Common Shares each with  one-tenth of a vote and Class B Common Shares each
     with one vote.

          In  general,   under  The  Companies  Act  1981  of  Bermuda  and  the
     Registrant's  bye-laws,  approval  of any matter  proposed  at any  general
     meeting  requires the  affirmative  vote of a simple  majority of the total
     votes cast on that matter by the holders of Class A Common Shares and Class
     B Common  Shares  present  in  person  or  represented  by  proxy.  Matters
     requiring such simple majority  approval include  proposals for the sale of
     all or substantially all of the Registrant's  assets, and amendments to its
     memorandum  of  association  or bye-laws.  A few matters would require more
     than  majority  approval  under The  Companies  Act 1981,  such as loans to
     directors,  which would require the affirmative vote of at least 90% of the
     total



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<PAGE>



     votes of all outstanding  Class A and Class B Common Shares, or a change of
     the Registrant's  independent auditors, which would require the affirmative
     vote of at least  two-thirds of the total votes cast of Class A and Class B
     Common  Shares,  or a  proposal  for  the  amalgamation  or  merger  of the
     Registrant  with another  corporation,  which would require the affirmative
     vote of at least 75% of the total  votes cast of Class A and Class B Common
     Shares.

          The normal quorum for general  meetings is the presence,  in person or
     by proxy,  of the holders of Class A and Class B Common  Shares  carrying a
     majority of the votes  which may be cast at the  meeting.  However,  at any
     special  general  meeting  called for the purpose of electing  directors or
     increasing  or reducing  the number of  directors,  the holders of not less
     than 90% in number  of the  outstanding  Class A and Class B Common  Shares
     must be present in person or by proxy to constitute a quorum.

          There are no limitations imposed by Bermuda law or by the Registrant's
     charter  and  bye-laws  on the rights of persons  who are not  citizens  or
     residents of Bermuda to hold or vote Class A or Class B Common Shares.

          (a)(1)(vi)  Board  Classification  -- The  Board of  Directors  of the
     Registrant is not  classified.  Cumulative  voting by  shareholders  of the
     Registrant is not permitted or required.

          (a)(1)(vii)  Liquidation  Rights  --  In  the  event  of  liquidation,
     dissolution  or  winding-up  of the  Registrant,  holders of Class A Common
     Shares and holders of Class B Common Shares would share ratably as a single
     class  in  the  assets  remaining  available  for  distribution  to  common
     shareholders,  after payment of any  liquidation  preferences to holders of
     preferred shares of the Registrant.

          (a)(1)(viii)  Preemptive  Rights -- Holders  of Class B Common  Shares
     have no preemptive rights.

          (a)(1)(ix)  Shareholder  Liability  -- The  holders  of Class B Common
     Shares are not liable to further calls or to assessment by the  Registrant,
     and no liabilities of the Registrant may be imposed on the holders of Class
     B Common Shares under the laws of Bermuda.

          (a)(1)(x)  Restriction on  Alienability  -- There is no restriction on
     the alienability of the Class B Common Shares.

          (a)(1)(xi) Provisions Concerning  Substantial  Shareholders -- On June
     5,  2000,  the  board  of  directors  of  the  Registrant   authorized  the
     distribution  of one preferred  share  purchase  right (a "Right") for each
     outstanding Class A Common



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<PAGE>



     Share and Class B Common  Share  outstanding  at the close of  business  on
     August 15,  2000,  the  closing  date of the  Registrant's  initial  public
     offering of Class A Common Shares.  The  Registrant  will continue to issue
     Rights with all Class A and Class B Common  Shares  issued  after that date
     until the  Distribution  Date (as  defined  below) or until the  Rights are
     redeemed or expire.

          The Rights are being issued pursuant to a Rights Agreement dated as of
     June 1, 2000,  between the  Registrant  and Fleet  National Bank, as Rights
     Agent (the  "Rights  Agreement").  The  following  summary of the Rights is
     qualified in its entirety by  reference to the Rights  Agreement,  which is
     incorporated by reference as an exhibit to this Registration Statement.

          There is  associated  with  each  outstanding  "Voting  Share"  of the
     Registrant one Right which,  except as set forth below,  when  exercisable,
     entitles  the  registered  holder  to  purchase  from  the  Registrant  one
     one-hundredth  of a share of a series of preferred shares of the Registrant
     designated as Series A Junior Participating  Preferred Shares, par value of
     $.01  each  (the  "Preferred   Shares"),   at  a  price  of  $142  per  one
     one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
     Voting Shares of the  Registrant  are its Class A Common Shares and Class B
     Common  Shares.  The  terms  of the  Preferred  Shares  are set  forth in a
     Certificate  of  Designation  of Terms  attached as Exhibit A to the Rights
     Agreement.

          The Rights will be represented by the  certificates for Voting Shares,
     and will not be exercisable or  transferable  apart from the Voting Shares,
     until the earlier to occur of (i) 10 days  following a public  announcement
     that a person or group of affiliated or associated  persons (an  "Acquiring
     Person") has acquired  beneficial  ownership of shares carrying 20% or more
     of the total voting rights which may be cast at any general  meeting of the
     Registrant, or (ii) 10 days (or such later date as may be determined by the
     Registrant's  board  of  directors)   following  the  commencement  of,  or
     announcement  of an intention to make, a tender offer or exchange offer the
     consummation of which would result in the beneficial  ownership by a person
     or group of affiliated or associated persons of shares carrying 30% or more
     of the total voting rights which may be cast at any general  meeting of the
     Registrant  (the  earlier of such  dates  being  called  the  "Distribution
     Date").  No  person  shall  be  deemed  to be an  Acquiring  Person  if its
     percentage  ownership in the Registrant  increases  solely as a result of a
     share  repurchase  program  by  the  Registrant  or  a  subsidiary  of  the
     Registrant.  Acquiring  Person  does  not  include  the  Registrant  or Sea
     Containers Ltd. or a subsidiary of either of them, or any employee  benefit
     plan of the  Registrant or any  subsidiary of the  Registrant or any entity
     holding shares for any such plan.

          The Rights Agreement  provides that, until the Distribution  Date, the
     Rights will be transferable with and only with the Voting Shares. Until the
     Distribution



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     Date (or earlier redemption or expiration of the Rights),  new Voting Share
     certificates  issued upon  transfer or new  issuance of Voting  Shares will
     contain a notation incorporating the Rights Agreement by reference, and the
     surrender for transfer of any certificates for Voting Shares,  even without
     such notation,  will also constitute the transfer of the Rights  associated
     with  the  Voting  Shares  represented  by  such  certificate.  As  soon as
     practicable   following  the  Distribution  Date,   separate   certificates
     evidencing the Rights ("Right  Certificates")  will be mailed to holders of
     record of the Voting Shares as of the close of business on the Distribution
     Date, and such separate Right  Certificates alone will evidence the Rights.
     In certain circumstances, Rights may be issued after the Distribution Date,
     such as in connection  with the issuance of Voting Shares upon the exercise
     of employee stock options or upon the conversion of convertible  securities
     of the Registrant.

          The Rights are not exercisable until the Distribution Date. The Rights
     will expire on June 1, 2010 (the "Final Expiration  Date"),  unless earlier
     redeemed by the Registrant, as described below.

          If after the  Distribution  Date,  (a) the Registrant is acquired in a
     merger,  amalgamation or other business combination  transaction and all or
     part of the Voting  Shares are changed  into or exchanged  for  securities,
     cash or property of another person,  or (b) 50% or more of the Registrant's
     consolidated assets or earning power is sold, each holder of a Right (other
     than Rights beneficially owned by an Acquiring Person, which Rights will be
     void) will thereafter have the right to receive,  upon the exercise of such
     Right at the then current Purchase Price, an amount of the common equity of
     the "Principal  Party" which at the time of such  transaction  would have a
     market value of two times the Purchase  Price of the Right.  In the case of
     clause (a) above, the Principal Party shall in general be the issuer of any
     securities into which Voting Shares of the Registrant are converted in such
     merger, amalgamation or other business combination transaction, except that
     if (i)  the  common  equity  of  such  issuer  has  not  been  continuously
     registered  under Section 12 of the Securities  Exchange Act of 1934 for at
     least twelve months, and (ii) such issuer is a subsidiary of another issuer
     the common equity of which is so registered,  the Principal  Party shall be
     such other issuer.  In the case of clause (b) above,  if there is more than
     one acquiror of the  Registrant's  assets or earning  power,  the Principal
     Party shall be the entity receiving the greatest portion of the transferred
     assets or earning power of the Registrant.

          If any person  becomes an  Acquiring  Person,  each  holder of a Right
     (other than Rights beneficially owned by an Acquiring Person, which will be
     void) will  thereafter  have the right to  receive,  upon  exercise of such
     Right at the then  current  Purchase  Price,  that number of Class A Common
     Shares  (in  case of a Right  which  prior  to the  Distribution  Date  was
     evidenced  by a  certificate  for Class A Common  Shares) or Class B Common
     Shares (in the case of a Right  which  prior to the  Distribution  Date was
     evidenced by a certificate for Class B Common Shares), or



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<PAGE>



     other securities,  cash or property,  which at the time of such acquisition
     would have a market value of two times the Purchase Price.  The Rights will
     not be so exercisable,  however, until the Registrant's right to redeem the
     Rights has expired (see below).

          At any time after any person becomes an Acquiring Person, and before a
     person or group (other than the Registrant,  Sea Containers or a subsidiary
     of either of them, or any employee benefit plan of the Registrant or of any
     subsidiary  of the  Registrant,  or any entity  holding  Class A or Class B
     Common  Shares  for or  pursuant  to  the  terms  of  such  plan)  acquires
     beneficial ownership of 50% or more of the total voting rights which may be
     cast at any general  meeting of the  Registrant,  the board of directors of
     the  Registrant  may  exchange  all or some of the Rights then  outstanding
     (other than Rights beneficially owned by an Acquiring Person,  which Rights
     will be void) at an  exchange  ratio of one Class A Common  Share per Right
     (in the case of Rights which prior to the Distribution  Date were evidenced
     by certificates for Class A Common Shares) and one Class B Common Share per
     Right  (in the case of Rights  which  prior to the  Distribution  Date were
     evidenced by certificates for Class B Common Shares), subject to adjustment
     in certain events.

          At any time prior to the close of business  on the 10th day  following
     the  date on which a person  becomes  an  Acquiring  Person,  the  board of
     directors  of the  Registrant  may redeem  the Rights in whole,  but not in
     part, at a price of $.05 per Right, subject to adjustment for stock splits,
     stock  dividends or similar  transactions  (the  "Redemption  Price").  The
     Registrant may, at its option,  pay the Redemption  Price in cash,  Class A
     Common Shares or any other form of consideration  deemed appropriate by the
     board of directors.  Immediately  upon any  redemption  of the Rights,  the
     right to  exercise  the  Rights  will  terminate  and the only right of the
     holders of Rights will be to receive the Redemption Price.

          The terms of the Rights may be amended or supplemented by the board of
     directors  of the  Registrant  without  the  consent of the  holders of the
     Rights,  except  that from and after  such time as any  person  becomes  an
     Acquiring  Person,  no such amendment may adversely affect the interests of
     the holders of the Rights.

          Until a Right is exercised,  the holder thereof, as such, will have no
     rights as a shareholder of the Registrant,  including,  without limitation,
     the right to vote or to receive dividends.

          The Rights have certain  anti-takeover  effects. The Rights will cause
     substantial  dilution  to a person or group that  attempts  to acquire  the
     Registrant  on terms not approved by the  Registrant's  board of directors,
     except pursuant to an offer  conditioned on a substantial  number of Rights
     being  acquired.  The Rights should not interfere  with any merger or other
     business combination approved by the board of



                                        9

<PAGE>



     directors,  since the Rights may be redeemed by the  Registrant at $.05 per
     Right within 10 days after the date a person becomes an Acquiring Person.

          See also (a)(1)(v) above.

          (a)(2)  Modification  of Shareholder  Rights -- Any action varying the
     rights of the Class B Common  Shares will require the separate  approval of
     the holders of a majority of the Class B Common  Shares voting at a meeting
     at which a quorum is present,  as well as the  approval of the holders of a
     majority of the combined  voting power of the Class A Common Shares and the
     Class B Common  Shares  voting  together  at a meeting at which a quorum is
     present.

          (a)(3) Not applicable.

          (a)(4) Rights  Affected by Other Class of Security -- No dividends may
     be paid or declared nor any distribution made on the Class B Common Shares,
     except  for  dividends  payable  in Class B Common  Shares or other  shares
     ranking junior to any preferred shares of the Registrant, nor may any Class
     B Common Shares be reacquired by the Registrant or any of its  subsidiaries
     (except in exchange for other Class B Common Shares or other shares ranking
     junior to any preferred shares), until (i) all accrued and unpaid dividends
     on such  preferred  shares,  and any other shares  ranking prior to or on a
     parity with the preferred  shares,  have been paid, or declared and amounts
     set apart for their payment, for the current and all prior dividend periods
     and (ii) past due  mandatory  sinking fund  payments on such  preferred and
     other shares have been paid or funds set apart for payment.

          See also (a)(1)(i) and (a)(2) above.

          (a)(5) Change in Control  Provisions  -- See (a)(1)(v) and  (a)(1)(xi)
     above.


Item 5. Interests of Named Experts and Counsel.

     Appleby Spurling & Kempe,  Hamilton,  Bermuda,  has given the opinion being
filed as Exhibit 5 to this  Registration  Statement  as to the  legality  of the
securities being registered hereby. John D. Campbell,  senior counsel to Appleby
Spurling & Kempe,  is a director and a vice  president of the Registrant and the
beneficial owner of 1,000 Class A Common Shares.





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<PAGE>



Item 6. Indemnification of Directors and Officers.

     Bye-Laws 122-125 of the Registrant  provides as follows (references therein
to the Company are  references to the Registrant and references to the Companies
Acts  mean  Bermuda's  Companies  Act 1981 and such  other  statutory  corporate
enactments  in  Bermuda as are from time to time in force  concerning  companies
insofar as the same applies to the Registrant):

          "122.  Subject to the proviso below,  every  Director,  officer of the
     Company  and member of a  committee  constituted  under  Bye-Law 88 and any
     Resident  Representative  shall  be  indemnified  out of the  funds  of the
     Company against all liabilities, loss, damage or expense (including but not
     limited to liabilities  under contract,  tort and statute or any applicable
     foreign  law or  regulation  and all  reasonable  legal and other costs and
     expenses  properly  payable)  incurred or suffered by him as such Director,
     officer,  committee  member or Resident  Representative  and the  indemnity
     contained in this Bye-Law  shall extend to any person acting as a Director,
     officer,  committee  member or Resident  Representative  in the  reasonable
     belief that he has been so appointed or elected  notwithstanding any defect
     in such appointment or election;  provided the indemnity  contained in this
     Bye-Law  shall not extend to any matter which would render it void pursuant
     to the Companies Acts.

          "123. Every Director,  officer, member of a committee duly constituted
     under  Bye-Law  88 or  Resident  Representative  of the  Company  shall  be
     indemnified  out of  the  funds  of the  Company  against  all  liabilities
     incurred by him as such  Director,  officer,  committee  member or Resident
     Representative in defending any proceedings,  whether civil or criminal, in
     which judgement is given in his favour, or in which he is acquitted,  or in
     connection  with any  application  under the Companies Acts in which relief
     from liability is granted to him by the court.

          "124. To the extent that any Director,  officer, member of a committee
     duly constituted under Bye-Law 88 or Resident Representative is entitled to
     claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or
     discharged  by  him,  the  relative  indemnity  shall  take  effect  as  an
     obligation  of the Company to reimburse  the person  making such payment or
     effecting such discharge.

          "125.  Expenses  incurred in defending  any civil or criminal  action,
     suit or  proceeding  may be paid by the  Company  in  advance  of the final
     disposition  of  such  action,  suit or  proceeding  as  authorized  by the
     Directors in the  specific  case upon  receipt of an  undertaking  by or on
     behalf of the indemnified party to repay such amount if it shall ultimately
     be determined that the indemnified  party is not entitled to be indemnified
     pursuant to Bye-Laws 122 and 123 or otherwise."

     Reference is made to the  Indemnification  Agreement  (Exhibit 99.1 to this
Registration  Statement) concerning the indemnification by the Registrant of its
authorized representative in the United States for purposes of this Registration
Statement.



                                       11

<PAGE>



     The  Registrant  also  maintains  directors'  and  officers'  liability and
corporate reimbursement insurance. Such insurance, subject to annual renewal and
certain  rights of the insurer to  terminate,  provides an aggregate  maximum of
$40,000,000  of coverage to  directors  and officers of the  Registrant  and its
subsidiaries, against claims made during the policy period.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.


Item 9.  Undertakings.

          (1) The undersigned Registrant hereby undertakes:

               (a) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this Registration Statement:

                    (i) to include any prospectus  required by section  10(a)(3)
               of the Securities Act of 1933, unless the information required to
               be included in such  post-effective  amendment  is  contained  in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
               and incorporated herein by reference;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
               arising after the effective date of this  Registration  Statement
               (or the  most  recent  post-effective  amendment  hereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth in this  Registration  Statement,
               unless  the   information   required   to  be  included  in  such
               post-effective  amendment is contained in periodic  reports filed
               with or furnished to the Commission by the Registrant pursuant to
               Section 13 or 15(d) of the Exchange Act and  incorporated  herein
               by reference;

                    (iii) to include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               Registration Statement or any material change to such information
               in this Registration Statement.




                                       12

<PAGE>



               (b) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

               (c) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

               (d) That, for the purposes of determining any liability under the
          Securities Act of 1933, each filing of the Registrant's  annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
          incorporated  by reference  in this  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

          (2)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
     controlling persons of the Registrant pursuant to the provisions  described
     in Item 6 above, or otherwise,  the Registrant has been advised that in the
     opinion of the Securities and Exchange  Commission such  indemnification is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.




                                       13





<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  under-signed,  thereunto  duly
authorized, in Hamilton, Bermuda on the 4th day of April, 2001.

                                            ORIENT-EXPRESS HOTELS LTD.


                                            By:  /s/ Simon M.C. Sherwood
                                                 -----------------------
                                                     Simon M.C. Sherwood
                                                     President

     Each person  whose  signature  appears  below hereby  constitutes  James B.
Sherwood, Robert M. Riggs, Daniel J. O'Sullivan and James G. Struthers, and each
of them singly, his true and lawful attorneys-in-fact with full power to sign on
behalf of such person, in the capacities indicated below, any and all amendments
to this registration statement,  and generally to do all such things in the name
and on behalf of such person,  in the capacities  indicated below, to enable the
Registrant to comply with the  provisions of the  Securities Act of 1933 and all
requirements  of the  Securities  and  Exchange  Commission  thereunder,  hereby
ratifying  and  confirming  the  signature of such person as it may be signed by
said  attorneys-in-fact,  or any of  them,  to any  and all  amendments  to this
registration statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement and the above power of attorney have been signed below by
the following persons in the capacities indicated on April 4, 2001.

       Signature                            Title
       ---------                            -----


/s/ Simon M.C. Sherwood            President and Director
------------------------          (Principal Executive Officer)
Simon M.C. Sherwood



                                  Vice President - Finance
/s/ James G. Struthers            and Chief Financial Officer
------------------------       (Principal Financial and  Accounting
James G. Struthers              Officer)




                                       14

<PAGE>



       Signature                            Title
       ---------                            -----


/s/ John D. Campbell                      Director
------------------------
John D. Campbell



/s/ James B. Hurlock                      Director
------------------------
James B. Hurlock



/s/ Daniel J. O'Sullivan                  Director
------------------------
Daniel J. O'Sullivan



/s/ J. Robert Lovejoy              Director and Authorized
------------------------           Representative in the
J. Robert Lovejoy                  United States




/s/ James B. Sherwood                     Director
------------------------
James B. Sherwood




                                       15

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                            Description
------                            -----------

4.1     -     Bye-Laws of the Registrant.(1)

4.2     -     Rights Agreement dated as of June 1, 2000, between the
              Registrant and Fleet National Bank, as Rights Agent.(2)

5       -     Opinion of Appleby Spurling & Kempe.

23.1    -     Consent of Deloitte & Touche  LLP.

23.2    -     Consent of Appleby Spurling & Kempe (included in
              Exhibit 5).

24      -     Powers of Attorney (included in the signature page of
              this Registration Statement).

99.1    -     Indemnification Agreement between the Registrant and
              J. Robert Lovejoy.

99.2    -     Orient-Express Hotels Ltd. 2000 Stock Option Plan. (3)

-------------------

(1)  Incorporated  by  reference  to  Exhibit  3.2  to  Amendment  No.  4 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.

(2)  Incorporated  by  reference  to  Exhibit  4.2  to  Amendment  No.  4 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.

(3)  Incorporated  by  reference  to  Exhibit  10.1 to  Amendment  No.  3 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.



                                       16
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 STOCK OPTION PLAN", "secsgml_size_bytes": 41188}]
{"company-data": {"conformed-name": "ORIENT EXPRESS HOTELS LTD", "cik": "0001115836", "assigned-sic": "7011", "irs-number": "980223493"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58298", "film-number": "1595688"}, "business-address": {"street1": "41 CEDAR AVE", "street2": "PO BOX HM 1179", "city": "HAMILTON HM EX BERMU", "state": "D0", "zip": "00000", "phone": "2127323200"}, "mail-address": {"street1": "SEA CONTAINERS HOUSE", "street2": "20 UPPER GROUND LONDON UK SEL 9PF"}}
Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ORIENT-EXPRESS HOTELS LTD.
             (Exact name of registrant as specified in its charter)

            Bermuda                                     98-0223493
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 41 Cedar Avenue
                                P.O. Box HM 1179
                             Hamilton HM EX, Bermuda
                    (Address of Principal Executive Offices)

                           Orient-Express Hotels Ltd.
                             2000 Stock Option Plan
                            (Full title of the plan)

                               John T. Landry, Jr.
                           Orient-Express Hotels Inc.
                           1155 Avenue of the Americas
                          New York, New York 10036-1532
                     (Name and address of agent for service)

                                 (212) 302-5066
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Stephen V. Burger
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200

                                 --------------
CALCULATION OF REGISTRATION FEE

=============================================================================================================
                                                     Proposed              Proposed                 Amount of
Title of securities to be      Amount to be       maximum offering      maximum aggregate        registration
     registered                 registered        price per share        offering price                fee
-------------------------------------------------------------------------------------------------------------
Class A
  common shares,
   par value $.01 each         570,000 shares     $19.00(1)               $10,830,000(1)            $2,707.50

Class A and class B
  common shares,
  par value $.01 each          180,000 shares      18.105(2)                3,258,900(2)               814.73
                               -------                                     ----------                --------

           Totals              750,000 shares                             $14,088,900               $3,522.23
                               =======                                     ==========               =========
Preferred share
  purchase rights              750,000 rights          --(3)                       --(3)                None
--------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant to Rule 457(h) on the basis of the price at which
          outstanding options under the 1997 Stock Option Plan may be exercised.

     (2)  Calculated  pursuant  to Rule  457(h) upon the basis of the average of
          the high and low prices  ($18.41 and $17.80) of a class A common share
          as reported  for New York Stock  Exchange  composite  transactions  on
          March 29, 2001.  The class B common  shares are not  publicly  traded.
          Each  class B common  share  is  convertible  into one  class A common
          share.

     (3)  Included in the offering price of the shares being registered  hereby.
          Until the  Distribution  Date,  as  defined  in the  Rights  Agreement
          providing for the preferred share purchase rights, such Rights will be
          attached to and transferable  only with the class A and class B common
          shares and will be evidenced by the certificates  evidencing the class
          A and class B common shares.

--------------------------------------------------------------------------------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  Registrant  is  incorporating  by  reference  into  this  Registration
Statement the following  documents  filed by it with the Securities and Exchange
Commission (Commission File No. 1-16017):

o    The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2000;

o    The description of the Registrant's  class A common shares which appears in
     its  Registration  Statement  on Form  8-A  dated  July 28,  2000,  for the
     registration  of the  class A  common  shares  under  Section  12(b) of the
     Securities Exchange Act of 1934; and

o    The description of the preferred share purchase rights which appears in the
     Registrant's  Registration  Statement on Form 8-A dated July 28, 2000,  for
     the  registration  of the  rights  under  Section  12(b) of the  Securities
     Exchange Act of 1934.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates  that  all  securities   offered  hereby  have  been  sold,  or  which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the date of filing of such documents.

Item 4. Description of Securities.

     Not  required for the class A common  shares,  which are  registered  under
Section 12(b) of the Exchange Act.

     Following  is a  description  of the  class B common  shares.  Section  and
paragraph references in the following description correspond with the provisions
of Item 202(a) of Regulation S-K.

          (a)(1)(i)  Dividend  Rights --  Holders  of the  Registrant's  Class A
     Common Shares, par value $.01 each (the "Class A Common Shares"), and Class
     B Common Shares, par value $.01 each (the "Class B Common Shares"), receive
     such  dividends  as the  Registrant's  board of  directors  declares out of
     amounts available under

                                        3
Bermuda law for that purpose. The board of directors may not declare a cash
     dividend on the Class A Common Shares or the Class B Common Shares  without
     at the same time  declaring  an equal cash  dividend  on the other class of
     common shares.

          With  respect  to  distributions  other than cash  dividends,  Class A
     Common  Shares and Class B Common  Shares  rank  equally  and have the same
     rights, except that

          o    the Registrant can distribute  Class A Common Shares,  or rights,
               options or warrants to subscribe for Class A Common Shares,  only
               to the holders of Class A Common Shares,

          o    the Registrant can distribute  Class B Common Shares,  or rights,
               options or warrants to subscribe for Class B Common Shares,  only
               to the holders of Class B Common Shares, and

          o    the ratio of the number of Class A Common Shares  outstanding  to
               the number of Class B Common Shares outstanding,  each on a fully
               diluted  basis,  must  be  the  same  immediately  after  such  a
               distribution as immediately  before it, except as may be provided
               in the  shareholder  rights  agreement  described  in  (a)(1)(xi)
               below.

          See also (a)(4) below.

          (a)(1)(ii)  Terms  of  Conversion  -- Each  Class B  Common  Share  is
     convertible   at  any  time,   without  the   payment  of  any   additional
     consideration, into one Class A Common Share.

          (a)(1)(iii)  Sinking Fund  Provisions -- The Class B Common Shares are
     subject to no sinking fund provisions.

          (a)(1)(iv)  Redemption Provisions -- The Class B Common Shares are not
     redeemable.

          (a)(1)(v)  Voting  Rights -- Except as  otherwise  provided by Bermuda
     law,  the holders of Class A Common  Shares and Class B Common  Shares have
     exclusive  voting  rights at any  general  meeting of  shareholders  of the
     Registrant,  subject to the voting  rights of the holders of any  preferred
     shares which the Registrant may issue in the future.

          In  general,  holders of Class A Common  Shares and holders of Class B
     Common  Shares  vote  together  as a single  class with  holders of Class A
     Common

                                        4
Shares having one-tenth of one vote per share and holders of Class B Shares
     having one vote per share. However,

     o    Any  action  varying  the rights of either  class  would  require  the
          separate  approval  of that  class  as well  as the  approval  of both
          classes voting together.

     o    Any "Business  Combination," as defined in the Registrant's  bye-laws,
          involving the Registrant  and an "interested  person" must be approved
          by the  holders  of not less than 90% of the  outstanding  Class A and
          Class B Common Shares voting together as a single class, each with one
          vote,  unless the Business  Combination  meets certain  procedural and
          fair price requirements.  An interested person is defined generally as
          a person,  other than the Registrant,  Sea Containers Ltd. and each of
          their respective subsidiaries, which is the beneficial owner of shares
          or rights over shares  carrying  15% or more of the votes which may be
          cast at any general meeting of the Registrant.

     o    The  shareholders of the Registrant may remove  directors from office,
          with  or  without  cause,  at a  special  general  meeting  only  by a
          resolution  adopted  by  the  holders  of  not  less  than  90% of the
          outstanding  Class A and Class B Common  Shares  voting  together as a
          single  class,  each with one vote. A director may also be removed for
          cause  by  resolution  of  the  directors,  or  can  be  defeated  for
          re-election at an annual general meeting.

     o    If at any time a person becomes an interested person as defined above,
          that person,  with certain  exceptions,  will not be able to cast more
          than 15% of the votes which may be cast at any general  meeting of the
          Registrant  for a period of five years from the date that such  person
          first became an interested person.

     There is no provision for cumulative  voting for the election of directors,
     so that those  shareholders  can elect all of the directors  which together
     can cast a majority of the votes  represented  by all  outstanding  Class A
     Common Shares each with  one-tenth of a vote and Class B Common Shares each
     with one vote.

          In  general,   under  The  Companies  Act  1981  of  Bermuda  and  the
     Registrant's  bye-laws,  approval  of any matter  proposed  at any  general
     meeting  requires the  affirmative  vote of a simple  majority of the total
     votes cast on that matter by the holders of Class A Common Shares and Class
     B Common  Shares  present  in  person  or  represented  by  proxy.  Matters
     requiring such simple majority  approval include  proposals for the sale of
     all or substantially all of the Registrant's  assets, and amendments to its
     memorandum  of  association  or bye-laws.  A few matters would require more
     than  majority  approval  under The  Companies  Act 1981,  such as loans to
     directors,  which would require the affirmative vote of at least 90% of the
     total

                                        5
votes of all outstanding  Class A and Class B Common Shares, or a change of
     the Registrant's  independent auditors, which would require the affirmative
     vote of at least  two-thirds of the total votes cast of Class A and Class B
     Common  Shares,  or a  proposal  for  the  amalgamation  or  merger  of the
     Registrant  with another  corporation,  which would require the affirmative
     vote of at least 75% of the total  votes cast of Class A and Class B Common
     Shares.

          The normal quorum for general  meetings is the presence,  in person or
     by proxy,  of the holders of Class A and Class B Common  Shares  carrying a
     majority of the votes  which may be cast at the  meeting.  However,  at any
     special  general  meeting  called for the purpose of electing  directors or
     increasing  or reducing  the number of  directors,  the holders of not less
     than 90% in number  of the  outstanding  Class A and Class B Common  Shares
     must be present in person or by proxy to constitute a quorum.

          There are no limitations imposed by Bermuda law or by the Registrant's
     charter  and  bye-laws  on the rights of persons  who are not  citizens  or
     residents of Bermuda to hold or vote Class A or Class B Common Shares.

          (a)(1)(vi)  Board  Classification  -- The  Board of  Directors  of the
     Registrant is not  classified.  Cumulative  voting by  shareholders  of the
     Registrant is not permitted or required.

          (a)(1)(vii)  Liquidation  Rights  --  In  the  event  of  liquidation,
     dissolution  or  winding-up  of the  Registrant,  holders of Class A Common
     Shares and holders of Class B Common Shares would share ratably as a single
     class  in  the  assets  remaining  available  for  distribution  to  common
     shareholders,  after payment of any  liquidation  preferences to holders of
     preferred shares of the Registrant.

          (a)(1)(viii)  Preemptive  Rights -- Holders  of Class B Common  Shares
     have no preemptive rights.

          (a)(1)(ix)  Shareholder  Liability  -- The  holders  of Class B Common
     Shares are not liable to further calls or to assessment by the  Registrant,
     and no liabilities of the Registrant may be imposed on the holders of Class
     B Common Shares under the laws of Bermuda.

          (a)(1)(x)  Restriction on  Alienability  -- There is no restriction on
     the alienability of the Class B Common Shares.

          (a)(1)(xi) Provisions Concerning  Substantial  Shareholders -- On June
     5,  2000,  the  board  of  directors  of  the  Registrant   authorized  the
     distribution  of one preferred  share  purchase  right (a "Right") for each
     outstanding Class A Common

                                        6
Share and Class B Common  Share  outstanding  at the close of  business  on
     August 15,  2000,  the  closing  date of the  Registrant's  initial  public
     offering of Class A Common Shares.  The  Registrant  will continue to issue
     Rights with all Class A and Class B Common  Shares  issued  after that date
     until the  Distribution  Date (as  defined  below) or until the  Rights are
     redeemed or expire.

          The Rights are being issued pursuant to a Rights Agreement dated as of
     June 1, 2000,  between the  Registrant  and Fleet  National Bank, as Rights
     Agent (the  "Rights  Agreement").  The  following  summary of the Rights is
     qualified in its entirety by  reference to the Rights  Agreement,  which is
     incorporated by reference as an exhibit to this Registration Statement.

          There is  associated  with  each  outstanding  "Voting  Share"  of the
     Registrant one Right which,  except as set forth below,  when  exercisable,
     entitles  the  registered  holder  to  purchase  from  the  Registrant  one
     one-hundredth  of a share of a series of preferred shares of the Registrant
     designated as Series A Junior Participating  Preferred Shares, par value of
     $.01  each  (the  "Preferred   Shares"),   at  a  price  of  $142  per  one
     one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
     Voting Shares of the  Registrant  are its Class A Common Shares and Class B
     Common  Shares.  The  terms  of the  Preferred  Shares  are set  forth in a
     Certificate  of  Designation  of Terms  attached as Exhibit A to the Rights
     Agreement.

          The Rights will be represented by the  certificates for Voting Shares,
     and will not be exercisable or  transferable  apart from the Voting Shares,
     until the earlier to occur of (i) 10 days  following a public  announcement
     that a person or group of affiliated or associated  persons (an  "Acquiring
     Person") has acquired  beneficial  ownership of shares carrying 20% or more
     of the total voting rights which may be cast at any general  meeting of the
     Registrant, or (ii) 10 days (or such later date as may be determined by the
     Registrant's  board  of  directors)   following  the  commencement  of,  or
     announcement  of an intention to make, a tender offer or exchange offer the
     consummation of which would result in the beneficial  ownership by a person
     or group of affiliated or associated persons of shares carrying 30% or more
     of the total voting rights which may be cast at any general  meeting of the
     Registrant  (the  earlier of such  dates  being  called  the  "Distribution
     Date").  No  person  shall  be  deemed  to be an  Acquiring  Person  if its
     percentage  ownership in the Registrant  increases  solely as a result of a
     share  repurchase  program  by  the  Registrant  or  a  subsidiary  of  the
     Registrant.  Acquiring  Person  does  not  include  the  Registrant  or Sea
     Containers Ltd. or a subsidiary of either of them, or any employee  benefit
     plan of the  Registrant or any  subsidiary of the  Registrant or any entity
     holding shares for any such plan.

          The Rights Agreement  provides that, until the Distribution  Date, the
     Rights will be transferable with and only with the Voting Shares. Until the
     Distribution

                                        7
Date (or earlier redemption or expiration of the Rights),  new Voting Share
     certificates  issued upon  transfer or new  issuance of Voting  Shares will
     contain a notation incorporating the Rights Agreement by reference, and the
     surrender for transfer of any certificates for Voting Shares,  even without
     such notation,  will also constitute the transfer of the Rights  associated
     with  the  Voting  Shares  represented  by  such  certificate.  As  soon as
     practicable   following  the  Distribution  Date,   separate   certificates
     evidencing the Rights ("Right  Certificates")  will be mailed to holders of
     record of the Voting Shares as of the close of business on the Distribution
     Date, and such separate Right  Certificates alone will evidence the Rights.
     In certain circumstances, Rights may be issued after the Distribution Date,
     such as in connection  with the issuance of Voting Shares upon the exercise
     of employee stock options or upon the conversion of convertible  securities
     of the Registrant.

          The Rights are not exercisable until the Distribution Date. The Rights
     will expire on June 1, 2010 (the "Final Expiration  Date"),  unless earlier
     redeemed by the Registrant, as described below.

          If after the  Distribution  Date,  (a) the Registrant is acquired in a
     merger,  amalgamation or other business combination  transaction and all or
     part of the Voting  Shares are changed  into or exchanged  for  securities,
     cash or property of another person,  or (b) 50% or more of the Registrant's
     consolidated assets or earning power is sold, each holder of a Right (other
     than Rights beneficially owned by an Acquiring Person, which Rights will be
     void) will thereafter have the right to receive,  upon the exercise of such
     Right at the then current Purchase Price, an amount of the common equity of
     the "Principal  Party" which at the time of such  transaction  would have a
     market value of two times the Purchase  Price of the Right.  In the case of
     clause (a) above, the Principal Party shall in general be the issuer of any
     securities into which Voting Shares of the Registrant are converted in such
     merger, amalgamation or other business combination transaction, except that
     if (i)  the  common  equity  of  such  issuer  has  not  been  continuously
     registered  under Section 12 of the Securities  Exchange Act of 1934 for at
     least twelve months, and (ii) such issuer is a subsidiary of another issuer
     the common equity of which is so registered,  the Principal  Party shall be
     such other issuer.  In the case of clause (b) above,  if there is more than
     one acquiror of the  Registrant's  assets or earning  power,  the Principal
     Party shall be the entity receiving the greatest portion of the transferred
     assets or earning power of the Registrant.

          If any person  becomes an  Acquiring  Person,  each  holder of a Right
     (other than Rights beneficially owned by an Acquiring Person, which will be
     void) will  thereafter  have the right to  receive,  upon  exercise of such
     Right at the then  current  Purchase  Price,  that number of Class A Common
     Shares  (in  case of a Right  which  prior  to the  Distribution  Date  was
     evidenced  by a  certificate  for Class A Common  Shares) or Class B Common
     Shares (in the case of a Right  which  prior to the  Distribution  Date was
     evidenced by a certificate for Class B Common Shares), or

                                        8
other securities,  cash or property,  which at the time of such acquisition
     would have a market value of two times the Purchase Price.  The Rights will
     not be so exercisable,  however, until the Registrant's right to redeem the
     Rights has expired (see below).

          At any time after any person becomes an Acquiring Person, and before a
     person or group (other than the Registrant,  Sea Containers or a subsidiary
     of either of them, or any employee benefit plan of the Registrant or of any
     subsidiary  of the  Registrant,  or any entity  holding  Class A or Class B
     Common  Shares  for or  pursuant  to  the  terms  of  such  plan)  acquires
     beneficial ownership of 50% or more of the total voting rights which may be
     cast at any general  meeting of the  Registrant,  the board of directors of
     the  Registrant  may  exchange  all or some of the Rights then  outstanding
     (other than Rights beneficially owned by an Acquiring Person,  which Rights
     will be void) at an  exchange  ratio of one Class A Common  Share per Right
     (in the case of Rights which prior to the Distribution  Date were evidenced
     by certificates for Class A Common Shares) and one Class B Common Share per
     Right  (in the case of Rights  which  prior to the  Distribution  Date were
     evidenced by certificates for Class B Common Shares), subject to adjustment
     in certain events.

          At any time prior to the close of business  on the 10th day  following
     the  date on which a person  becomes  an  Acquiring  Person,  the  board of
     directors  of the  Registrant  may redeem  the Rights in whole,  but not in
     part, at a price of $.05 per Right, subject to adjustment for stock splits,
     stock  dividends or similar  transactions  (the  "Redemption  Price").  The
     Registrant may, at its option,  pay the Redemption  Price in cash,  Class A
     Common Shares or any other form of consideration  deemed appropriate by the
     board of directors.  Immediately  upon any  redemption  of the Rights,  the
     right to  exercise  the  Rights  will  terminate  and the only right of the
     holders of Rights will be to receive the Redemption Price.

          The terms of the Rights may be amended or supplemented by the board of
     directors  of the  Registrant  without  the  consent of the  holders of the
     Rights,  except  that from and after  such time as any  person  becomes  an
     Acquiring  Person,  no such amendment may adversely affect the interests of
     the holders of the Rights.

          Until a Right is exercised,  the holder thereof, as such, will have no
     rights as a shareholder of the Registrant,  including,  without limitation,
     the right to vote or to receive dividends.

          The Rights have certain  anti-takeover  effects. The Rights will cause
     substantial  dilution  to a person or group that  attempts  to acquire  the
     Registrant  on terms not approved by the  Registrant's  board of directors,
     except pursuant to an offer  conditioned on a substantial  number of Rights
     being  acquired.  The Rights should not interfere  with any merger or other
     business combination approved by the board of

                                        9
directors,  since the Rights may be redeemed by the  Registrant at $.05 per
     Right within 10 days after the date a person becomes an Acquiring Person.

          See also (a)(1)(v) above.

          (a)(2)  Modification  of Shareholder  Rights -- Any action varying the
     rights of the Class B Common  Shares will require the separate  approval of
     the holders of a majority of the Class B Common  Shares voting at a meeting
     at which a quorum is present,  as well as the  approval of the holders of a
     majority of the combined  voting power of the Class A Common Shares and the
     Class B Common  Shares  voting  together  at a meeting at which a quorum is
     present.

          (a)(3) Not applicable.

          (a)(4) Rights  Affected by Other Class of Security -- No dividends may
     be paid or declared nor any distribution made on the Class B Common Shares,
     except  for  dividends  payable  in Class B Common  Shares or other  shares
     ranking junior to any preferred shares of the Registrant, nor may any Class
     B Common Shares be reacquired by the Registrant or any of its  subsidiaries
     (except in exchange for other Class B Common Shares or other shares ranking
     junior to any preferred shares), until (i) all accrued and unpaid dividends
     on such  preferred  shares,  and any other shares  ranking prior to or on a
     parity with the preferred  shares,  have been paid, or declared and amounts
     set apart for their payment, for the current and all prior dividend periods
     and (ii) past due  mandatory  sinking fund  payments on such  preferred and
     other shares have been paid or funds set apart for payment.

          See also (a)(1)(i) and (a)(2) above.

          (a)(5) Change in Control  Provisions  -- See (a)(1)(v) and  (a)(1)(xi)
     above.

Item 5. Interests of Named Experts and Counsel.

     Appleby Spurling & Kempe,  Hamilton,  Bermuda,  has given the opinion being
filed as Exhibit 5 to this  Registration  Statement  as to the  legality  of the
securities being registered hereby. John D. Campbell,  senior counsel to Appleby
Spurling & Kempe,  is a director and a vice  president of the Registrant and the
beneficial owner of 1,000 Class A Common Shares.

                                       10
Item 6. Indemnification of Directors and Officers.

     Bye-Laws 122-125 of the Registrant  provides as follows (references therein
to the Company are  references to the Registrant and references to the Companies
Acts  mean  Bermuda's  Companies  Act 1981 and such  other  statutory  corporate
enactments  in  Bermuda as are from time to time in force  concerning  companies
insofar as the same applies to the Registrant):

          "122.  Subject to the proviso below,  every  Director,  officer of the
     Company  and member of a  committee  constituted  under  Bye-Law 88 and any
     Resident  Representative  shall  be  indemnified  out of the  funds  of the
     Company against all liabilities, loss, damage or expense (including but not
     limited to liabilities  under contract,  tort and statute or any applicable
     foreign  law or  regulation  and all  reasonable  legal and other costs and
     expenses  properly  payable)  incurred or suffered by him as such Director,
     officer,  committee  member or Resident  Representative  and the  indemnity
     contained in this Bye-Law  shall extend to any person acting as a Director,
     officer,  committee  member or Resident  Representative  in the  reasonable
     belief that he has been so appointed or elected  notwithstanding any defect
     in such appointment or election;  provided the indemnity  contained in this
     Bye-Law  shall not extend to any matter which would render it void pursuant
     to the Companies Acts.

          "123. Every Director,  officer, member of a committee duly constituted
     under  Bye-Law  88 or  Resident  Representative  of the  Company  shall  be
     indemnified  out of  the  funds  of the  Company  against  all  liabilities
     incurred by him as such  Director,  officer,  committee  member or Resident
     Representative in defending any proceedings,  whether civil or criminal, in
     which judgement is given in his favour, or in which he is acquitted,  or in
     connection  with any  application  under the Companies Acts in which relief
     from liability is granted to him by the court.

          "124. To the extent that any Director,  officer, member of a committee
     duly constituted under Bye-Law 88 or Resident Representative is entitled to
     claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or
     discharged  by  him,  the  relative  indemnity  shall  take  effect  as  an
     obligation  of the Company to reimburse  the person  making such payment or
     effecting such discharge.

          "125.  Expenses  incurred in defending  any civil or criminal  action,
     suit or  proceeding  may be paid by the  Company  in  advance  of the final
     disposition  of  such  action,  suit or  proceeding  as  authorized  by the
     Directors in the  specific  case upon  receipt of an  undertaking  by or on
     behalf of the indemnified party to repay such amount if it shall ultimately
     be determined that the indemnified  party is not entitled to be indemnified
     pursuant to Bye-Laws 122 and 123 or otherwise."

     Reference is made to the  Indemnification  Agreement  (Exhibit 99.1 to this
Registration  Statement) concerning the indemnification by the Registrant of its
authorized representative in the United States for purposes of this Registration
Statement.

                                       11
The  Registrant  also  maintains  directors'  and  officers'  liability and
corporate reimbursement insurance. Such insurance, subject to annual renewal and
certain  rights of the insurer to  terminate,  provides an aggregate  maximum of
$40,000,000  of coverage to  directors  and officers of the  Registrant  and its
subsidiaries, against claims made during the policy period.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.

Item 9.  Undertakings.

          (1) The undersigned Registrant hereby undertakes:

               (a) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this Registration Statement:

                    (i) to include any prospectus  required by section  10(a)(3)
               of the Securities Act of 1933, unless the information required to
               be included in such  post-effective  amendment  is  contained  in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
               and incorporated herein by reference;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
               arising after the effective date of this  Registration  Statement
               (or the  most  recent  post-effective  amendment  hereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth in this  Registration  Statement,
               unless  the   information   required   to  be  included  in  such
               post-effective  amendment is contained in periodic  reports filed
               with or furnished to the Commission by the Registrant pursuant to
               Section 13 or 15(d) of the Exchange Act and  incorporated  herein
               by reference;

                    (iii) to include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               Registration Statement or any material change to such information
               in this Registration Statement.

                                       12
(b) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

               (c) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

               (d) That, for the purposes of determining any liability under the
          Securities Act of 1933, each filing of the Registrant's  annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
          incorporated  by reference  in this  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

          (2)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
     controlling persons of the Registrant pursuant to the provisions  described
     in Item 6 above, or otherwise,  the Registrant has been advised that in the
     opinion of the Securities and Exchange  Commission such  indemnification is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                       13
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  under-signed,  thereunto  duly
authorized, in Hamilton, Bermuda on the 4th day of April, 2001.

                                            ORIENT-EXPRESS HOTELS LTD.

                                            By:  /s/ Simon M.C. Sherwood
                                                 -----------------------
                                                     Simon M.C. Sherwood
                                                     President

     Each person  whose  signature  appears  below hereby  constitutes  James B.
Sherwood, Robert M. Riggs, Daniel J. O'Sullivan and James G. Struthers, and each
of them singly, his true and lawful attorneys-in-fact with full power to sign on
behalf of such person, in the capacities indicated below, any and all amendments
to this registration statement,  and generally to do all such things in the name
and on behalf of such person,  in the capacities  indicated below, to enable the
Registrant to comply with the  provisions of the  Securities Act of 1933 and all
requirements  of the  Securities  and  Exchange  Commission  thereunder,  hereby
ratifying  and  confirming  the  signature of such person as it may be signed by
said  attorneys-in-fact,  or any of  them,  to any  and all  amendments  to this
registration statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement and the above power of attorney have been signed below by
the following persons in the capacities indicated on April 4, 2001.

       Signature                            Title
       ---------                            -----

/s/ Simon M.C. Sherwood            President and Director
------------------------          (Principal Executive Officer)
Simon M.C. Sherwood

                                  Vice President - Finance
/s/ James G. Struthers            and Chief Financial Officer
------------------------       (Principal Financial and  Accounting
James G. Struthers              Officer)

                                       14
Signature                            Title
       ---------                            -----

/s/ John D. Campbell                      Director
------------------------
John D. Campbell

/s/ James B. Hurlock                      Director
------------------------
James B. Hurlock

/s/ Daniel J. O'Sullivan                  Director
------------------------
Daniel J. O'Sullivan

/s/ J. Robert Lovejoy              Director and Authorized
------------------------           Representative in the
J. Robert Lovejoy                  United States

/s/ James B. Sherwood                     Director
------------------------
James B. Sherwood

                                       15
EXHIBIT INDEX

Exhibit
Number                            Description
------                            -----------

4.1     -     Bye-Laws of the Registrant.(1)

4.2     -     Rights Agreement dated as of June 1, 2000, between the
              Registrant and Fleet National Bank, as Rights Agent.(2)

5       -     Opinion of Appleby Spurling & Kempe.

23.1    -     Consent of Deloitte & Touche  LLP.

23.2    -     Consent of Appleby Spurling & Kempe (included in
              Exhibit 5).

24      -     Powers of Attorney (included in the signature page of
              this Registration Statement).

99.1    -     Indemnification Agreement between the Registrant and
              J. Robert Lovejoy.

99.2    -     Orient-Express Hotels Ltd. 2000 Stock Option Plan. (3)

-------------------

(1)  Incorporated  by  reference  to  Exhibit  3.2  to  Amendment  No.  4 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.

(2)  Incorporated  by  reference  to  Exhibit  4.2  to  Amendment  No.  4 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.

(3)  Incorporated  by  reference  to  Exhibit  10.1 to  Amendment  No.  3 to the
     Registrant's   Registration   Statement  on  Form  S-1,   Registration  No.
     333-12030.

                                       16