Registration No. 333-_______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

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

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

                        S E A  C O N T A I N E R S  L T D.
             (Exact name of registrant as specified in its charter)

                Bermuda                                  98-0038412
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                               22 Victoria Street
                             Hamilton HM 12, Bermuda
               (Address of Principal Executive Offices) (Zip Code)

                               Sea Containers Ltd.
                             2004 Stock Option Plan
                            (Full title of the plan)

                               John T. Landry, Jr.
                           Sea Containers America Inc.
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                     (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 LLP
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200


<PAGE>





<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                     Proposed              Proposed
Title of securities           Amount to be       maximum offering           maximum             Amount of
 to be registered              registered         price per share      aggregate offering     registration fee
                                                                             price
---------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                  <C>                     <C>
Class A and class B
  common shares,
  par value $.01 each         500,000 shares          $12.50(1)            $6,250,000(1)           $736

Preferred share
  purchase rights             500,000 rights             -- (2)                   -- (2)           None
</TABLE>

(1)  Calculated  pursuant  to Rule  457(h)  upon the basis of the average of the
     high and low prices (both $12.50) of a class B common share as reported for
     New York Stock  Exchange  composite  transactions  on December 8, 2005. The
     proposed  maximum  offering  price per share would have been less if it had
     been  calculated  upon the basis of the  average of the high and low prices
     ($12.52 and $12.30) of a class A common share on that date.

(2)  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.


<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. 1-7560):

     o    the  Registrant's  Annual  Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 2004;

     o    the  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ending March 31, 2005, June 30, 2005 and September 30, 2005;

     o    the Registrant's Current Reports on Form 8-K dated on the front covers
          January  1, 2005,  March 4,  2005,  May 26,  2005,  November  3, 2005,
          November 17, 2005 and December 1, 2005;

     o    the  description  of the  Registrant's  class A  common  shares  which
          appears in Amendment No. 1, dated June 11, 1998,  to its  Registration
          Statement  on Form  8-A for the  registration  of the  class A  common
          shares under Section 12(b) of the Securities Exchange Act of 1934;

     o    the  description  of the  Registrant's  class B  common  shares  which
          appears in Amendment  No. 1, dated June 9, 1998,  to its  Registration
          Statement  on Form  8-A for the  registration  of the  class B  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  Amendment  No.  3,  dated  June  5,  1998,  to  the   Registrant's
          Registration  Statement on Form 8-A 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. The class A and class B common shares and the preferred share
purchase rights are registered under Section 12(b) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.



                                      II-1

<PAGE>




     Carter  Ledyard & Milburn LLP, New York,  New York, has passed upon certain
legal matters for the Registrant  with respect to this  Registration  Statement.
Robert M. Riggs,  who is senior counsel at Carter Ledyard & Milburn LLP,  having
recently  retired as a partner in that firm, is a director of the Registrant and
the beneficial owner of 16,106 class A common shares, plus 8,000 shares issuable
upon exercise of stock options.

Item 6. Indemnification of Directors and Officers.

     Bye-Law 119 of the Registrant  provides as follows  (references  therein to
the Company are  references  to the  Registrant  and  references to the Act 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 Company):

          "119.  (a)  Subject to the proviso  below,  every  Director  and other
     officer of the Company and every  member of a  committee  duly  constituted
     under  Bye-Law  86 shall be  indemnified  out of the  funds of the  Company
     against all civil  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 or  committee  member and the  indemnity  contained in this Bye-Law
     shall  extend to any person  acting as a  Director,  officer  or  committee
     member in the  reasonable  belief that he has been so  appointed or elected
     notwithstanding  any defect in such appointment or election;  provided that
     the  indemnity  contained  in this  Bye-Law  shall not extend to any matter
     which would render it void pursuant to the Act.

          "(b) Every  Director and other officer of the Company and every member
     of a committee duly  constituted  under Bye-Law 86 shall be indemnified out
     of the funds of the Company against all liabilities incurred by him as such
     Director, officer or committee member in defending any proceedings, whether
     civil or criminal, in which judgment is given in his favour, or in which he
     is acquitted,  or in connection with any application under the Act in which
     relief from liability is granted to him by the Court.

          "(c) Expenses  incurred in defending a 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 a  Director  or other  officer  of the  Company  or a member of a
     committee duly constituted  under Bye-Law 86 to repay such amount unless it
     shall be ultimately  determined  that such  Director,  officer or committee
     member is  entitled  to be  indemnified  by the  Company  pursuant to these
     Bye-Laws or otherwise.

          "(d) To the extent that any Director, officer or member of a committee
     duly  constituted  under  Bye-Law  86 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."

                                      II-2



<PAGE>


     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.

     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;

               (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;

               provided,  however,  that, paragraphs (a)(1)(i) and (a)(1)(ii) do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those  paragraphs is contained in reports
          filed with or furnished to the Securities  and Exchange  Commission by
          the  Registrant  pursuant  to  section  13 or  section  15(d)  of  the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the registration statement;

               (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;

          (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;

                                      II-3



<PAGE>




          (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; and

          (e) that, for the purpose of  determining  liability of the Registrant
     under  the  Securities  Act  of  1933  to  any  purchaser  in  the  initial
     distribution  of the securities  pursuant to this  registration  statement,
     regardless of the  underwriting  method used, if the securities are offered
     or sold to such purchaser by means of any communication that is an offer in
     the offering  made by the  undersigned  Registrant  to the  purchaser,  the
     undersigned  Registrant  will be a  seller  to the  purchaser  and  will be
     considered to offer or sell such securities to such purchaser.

     (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.


                                      II-4

<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 9th day of December, 2005.

                                             SEA CONTAINERS LTD.



                                             By: /s/ Ian C. Durant
                                                 -----------------
                                                 Ian C. Durant
                                                 Senior Vice President- Finance,
                                                 Chief Financial Officer and
                                                 Interim Chief Executive Officer

     Each person  whose  signature  appears  below hereby  constitutes  James B.
Sherwood, Robert M. Riggs, Ian C. Durant and Edwin S. Hetherington,  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 December 9, 2005.


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

 /s/ James B. Sherwood
 ---------------------
 James B. Sherwood                           President and Director
                                             (Co-Principal Executive Officer)

 /s/ Ian C. Durant
 -----------------
 Ian C. Durant                               Interim Chief Executive Officer,
                                             Senior Vice President -
                                             Finance and Chief Financial Officer
                                             (Co-Principal Executive Officer,
                                             Principal Financial and Accounting
                                             Officer)


                                      II-5


<PAGE>



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

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

 /s/ W. Murray Grindrod
 ----------------------
 W. Murray Grindrod                          Director

 /s/ Robert M. Riggs
 -------------------
 Robert M. Riggs                             Director and Authorized
                                             Representative in the
                                             United States

 /s/ Charles N.C. Sherwood
 -------------------------
 Charles N.C. Sherwood                       Director

 /s/ Michael J.L. Stracey
 ------------------------
 Michael J.L. Stracey                        Director







                                      II-6

<PAGE>




                                  EXHIBIT INDEX


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


4.1         Schedule 1 and Schedule 2 to the bye-laws of the Registrant, as
            amended through June 6, 2001.(1)

4.2         Rights Agreement between the Registrant and BankBoston, N.A., as
            Rights Agent, dated as of May 9, 1988, and amended and restated
            as of June 1, 1998.(2)

5           Opinion of Appleby Spurling Hunter

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Deloitte & Touche LLP

23.3        Consent of Appleby Spurling Hunter (including in Exhibit 5)

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

99.1        Indemnification Agreement between the Registrant and Robert M. Riggs

99.2        Sea Containers Ltd. 2004 Stock Option Plan.

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

(1)      Incorporated  by reference to Exhibit 3(b) to the Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2003
         (Commission File No. 1-7560).

(2)      Incorporated by reference to Exhibit 6 to Amendment No. 3, dated June
         5, 1998, to the Registrant's Registration Statement on Form 8-A for the
         registration of the Registrant's Preferred Share Purchase Rights under
         Section 12(b) of the Securities Exchange Act of 1934 (Commission File
         No. 1-7560).


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "scls82004sop.txt", "description": "2004 STOCK OPTION PLAN", "secsgml_size_bytes": 21010}]
{"company-data": {"conformed-name": "SEA CONTAINERS LTD /NY/", "cik": "0000088095", "assigned-sic": "4400", "irs-number": "980038412", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130245", "film-number": "051255846"}, "business-address": {"street1": "41 CEDAR AVE", "street2": "P O BOX HM 1179", "city": "HAMILTON HM EX BERMU", "state": "D0", "phone": "4412952244"}, "mail-address": {"street1": "41 CEDAR AVE", "street2": "PO BOX HM 1179", "city": "HAMILTON HM EX BERMU", "state": "D0"}, "former-company": {"former-conformed-name": "SEA CONTAINERS ATLANTIC LTD", "date-changed": "19810817"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

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

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

                        S E A  C O N T A I N E R S  L T D.
             (Exact name of registrant as specified in its charter)

                Bermuda                                  98-0038412
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

                               22 Victoria Street
                             Hamilton HM 12, Bermuda
               (Address of Principal Executive Offices) (Zip Code)

                               Sea Containers Ltd.
                             2004 Stock Option Plan
                            (Full title of the plan)

                               John T. Landry, Jr.
                           Sea Containers America Inc.
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                     (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 LLP
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200
CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                     Proposed              Proposed
Title of securities           Amount to be       maximum offering           maximum             Amount of
 to be registered              registered         price per share      aggregate offering     registration fee
                                                                             price
---------------------------------------------------------------------------------------------------------------
Class A and class B
  common shares,
  par value $.01 each         500,000 shares          $12.50(1)            $6,250,000(1)           $736

Preferred share
  purchase rights             500,000 rights             -- (2)                   -- (2)           None
(1)  Calculated  pursuant  to Rule  457(h)  upon the basis of the average of the
     high and low prices (both $12.50) of a class B common share as reported for
     New York Stock  Exchange  composite  transactions  on December 8, 2005. The
     proposed  maximum  offering  price per share would have been less if it had
     been  calculated  upon the basis of the  average of the high and low prices
     ($12.52 and $12.30) of a class A common share on that date.

(2)  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.
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. 1-7560):

     o    the  Registrant's  Annual  Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 2004;

     o    the  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ending March 31, 2005, June 30, 2005 and September 30, 2005;

     o    the Registrant's Current Reports on Form 8-K dated on the front covers
          January  1, 2005,  March 4,  2005,  May 26,  2005,  November  3, 2005,
          November 17, 2005 and December 1, 2005;

     o    the  description  of the  Registrant's  class A  common  shares  which
          appears in Amendment No. 1, dated June 11, 1998,  to its  Registration
          Statement  on Form  8-A for the  registration  of the  class A  common
          shares under Section 12(b) of the Securities Exchange Act of 1934;

     o    the  description  of the  Registrant's  class B  common  shares  which
          appears in Amendment  No. 1, dated June 9, 1998,  to its  Registration
          Statement  on Form  8-A for the  registration  of the  class B  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  Amendment  No.  3,  dated  June  5,  1998,  to  the   Registrant's
          Registration  Statement on Form 8-A 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. The class A and class B common shares and the preferred share
purchase rights are registered under Section 12(b) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

                                      II-1
Carter  Ledyard & Milburn LLP, New York,  New York, has passed upon certain
legal matters for the Registrant  with respect to this  Registration  Statement.
Robert M. Riggs,  who is senior counsel at Carter Ledyard & Milburn LLP,  having
recently  retired as a partner in that firm, is a director of the Registrant and
the beneficial owner of 16,106 class A common shares, plus 8,000 shares issuable
upon exercise of stock options.

Item 6. Indemnification of Directors and Officers.

     Bye-Law 119 of the Registrant  provides as follows  (references  therein to
the Company are  references  to the  Registrant  and  references to the Act 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 Company):

          "119.  (a)  Subject to the proviso  below,  every  Director  and other
     officer of the Company and every  member of a  committee  duly  constituted
     under  Bye-Law  86 shall be  indemnified  out of the  funds of the  Company
     against all civil  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 or  committee  member and the  indemnity  contained in this Bye-Law
     shall  extend to any person  acting as a  Director,  officer  or  committee
     member in the  reasonable  belief that he has been so  appointed or elected
     notwithstanding  any defect in such appointment or election;  provided that
     the  indemnity  contained  in this  Bye-Law  shall not extend to any matter
     which would render it void pursuant to the Act.

          "(b) Every  Director and other officer of the Company and every member
     of a committee duly  constituted  under Bye-Law 86 shall be indemnified out
     of the funds of the Company against all liabilities incurred by him as such
     Director, officer or committee member in defending any proceedings, whether
     civil or criminal, in which judgment is given in his favour, or in which he
     is acquitted,  or in connection with any application under the Act in which
     relief from liability is granted to him by the Court.

          "(c) Expenses  incurred in defending a 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 a  Director  or other  officer  of the  Company  or a member of a
     committee duly constituted  under Bye-Law 86 to repay such amount unless it
     shall be ultimately  determined  that such  Director,  officer or committee
     member is  entitled  to be  indemnified  by the  Company  pursuant to these
     Bye-Laws or otherwise.

          "(d) To the extent that any Director, officer or member of a committee
     duly  constituted  under  Bye-Law  86 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."

                                      II-2
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.

     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;

               (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;

               provided,  however,  that, paragraphs (a)(1)(i) and (a)(1)(ii) do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those  paragraphs is contained in reports
          filed with or furnished to the Securities  and Exchange  Commission by
          the  Registrant  pursuant  to  section  13 or  section  15(d)  of  the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the registration statement;

               (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;

          (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;

                                      II-3
(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; and

          (e) that, for the purpose of  determining  liability of the Registrant
     under  the  Securities  Act  of  1933  to  any  purchaser  in  the  initial
     distribution  of the securities  pursuant to this  registration  statement,
     regardless of the  underwriting  method used, if the securities are offered
     or sold to such purchaser by means of any communication that is an offer in
     the offering  made by the  undersigned  Registrant  to the  purchaser,  the
     undersigned  Registrant  will be a  seller  to the  purchaser  and  will be
     considered to offer or sell such securities to such purchaser.

     (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.

                                      II-4
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 9th day of December, 2005.

                                             SEA CONTAINERS LTD.

                                             By: /s/ Ian C. Durant
                                                 -----------------
                                                 Ian C. Durant
                                                 Senior Vice President- Finance,
                                                 Chief Financial Officer and
                                                 Interim Chief Executive Officer

     Each person  whose  signature  appears  below hereby  constitutes  James B.
Sherwood, Robert M. Riggs, Ian C. Durant and Edwin S. Hetherington,  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 December 9, 2005.

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

 /s/ James B. Sherwood
 ---------------------
 James B. Sherwood                           President and Director
                                             (Co-Principal Executive Officer)

 /s/ Ian C. Durant
 -----------------
 Ian C. Durant                               Interim Chief Executive Officer,
                                             Senior Vice President -
                                             Finance and Chief Financial Officer
                                             (Co-Principal Executive Officer,
                                             Principal Financial and Accounting
                                             Officer)

                                      II-5
Signature                                 Title
     ---------                                 -----

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

 /s/ W. Murray Grindrod
 ----------------------
 W. Murray Grindrod                          Director

 /s/ Robert M. Riggs
 -------------------
 Robert M. Riggs                             Director and Authorized
                                             Representative in the
                                             United States

 /s/ Charles N.C. Sherwood
 -------------------------
 Charles N.C. Sherwood                       Director

 /s/ Michael J.L. Stracey
 ------------------------
 Michael J.L. Stracey                        Director

                                      II-6
EXHIBIT INDEX

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

4.1         Schedule 1 and Schedule 2 to the bye-laws of the Registrant, as
            amended through June 6, 2001.(1)

4.2         Rights Agreement between the Registrant and BankBoston, N.A., as
            Rights Agent, dated as of May 9, 1988, and amended and restated
            as of June 1, 1998.(2)

5           Opinion of Appleby Spurling Hunter

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Deloitte & Touche LLP

23.3        Consent of Appleby Spurling Hunter (including in Exhibit 5)

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

99.1        Indemnification Agreement between the Registrant and Robert M. Riggs

99.2        Sea Containers Ltd. 2004 Stock Option Plan.

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

(1)      Incorporated  by reference to Exhibit 3(b) to the Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2003
         (Commission File No. 1-7560).

(2)      Incorporated by reference to Exhibit 6 to Amendment No. 3, dated June
         5, 1998, to the Registrant's Registration Statement on Form 8-A for the
         registration of the Registrant's Preferred Share Purchase Rights under
         Section 12(b) of the Securities Exchange Act of 1934 (Commission File
         No. 1-7560).

                                      II-7