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

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

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

                           Orient-Express Hotels Ltd.
                       2009 Share Award and Incentive Plan
                            (Full title of the plans)

                               John T. Landry, Jr.
                           Orient-Express Hotels Inc.
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                     (Name and address of agent for service)

                                 (212) 302-5055
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Vincent Monte-Sano
                          Carter Ledyard & Milburn LLP
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200


<PAGE>

<TABLE>
                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                  Proposed maximum               Proposed                Amount of
    Title of securities to be             Amount to be                offering               maximum aggregate          registration
           registered                    registered(1)            price per share             offering price                fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                         <C>                        <C>                     <C>
Class A common shares,
  par value $.01 each                    1,000,000 shares            $ 9.97(3)                  $9,970,000(3)           $556.33
------------------------------------------------------------------------------------------------------------------------------------

Class A common shares,
  par value $.01 each                    1,579,798 shares(2)            -- (4)                          -- (4)             -- (4)
------------------------------------------------------------------------------------------------------------------------------------


Preferred share purchase rights          2,579,798 rights(2)            -- (5)                          -- (5)              None
====================================================================================================================================
</TABLE>

(1)      This registration statement shall also cover any additional class A
         common shares and attached preferred share purchase rights ("rights")
         which become issuable under the Orient-Express Hotels Ltd. 2009 Share
         Award and Incentive Plan (the "2009 Plan") by reason of any stock
         dividend, stock split, recapitalization or any other similar
         transaction without receipt of consideration which results in an
         increase in the number of outstanding class A common shares and
         attached rights of the Registrant.

(2)      The number of class A common shares and attached preferred share
         purchase rights being registered under this registration statement with
         respect to the 2009 Plan includes, in addition to the 1,000,000 class A
         common shares and attached rights, (a) (i) 20,300 class A common shares
         and attached rights remaining available for new awards under the
         Registrant's 2000 Stock Option Plan (the "2000 Plan") that have been
         transferred to the 2009 Plan, (ii) 68,548 class A common shares and
         attached rights remaining available for new awards under the
         Registrant's 2004 Stock Option Plan (the "2004 Plan") that have been
         transferred to the 2009 Plan; and (iii) 2,130 class A common shares and
         attached rights remaining available for new awards under the
         Registrant's 2007 Performance Share Plan (the "2007 Plan") that have
         been transferred to the 2009 Plan; and (b) (i) up to an aggregate of
         1,488,820 class A common shares and attached rights subject to awards
         outstanding under the 2000 Plan, the 2004 Plan or the 2007 Plan that
         shall be transferred to the 2009 Plan and will be reserved for issuance
         under the 2009 Plan if such awards are canceled, expired, forfeited,
         settled in cash, settled by delivery of fewer class A common shares
         than underlying the award or otherwise terminated without delivery of
         class A common shares and attached rights or are withheld from an award
         or surrendered in payment.

(3)      Calculated pursuant to Rule 457 (c) and (h) upon the basis of the
         average of the high and low prices ($10.18 and $9.76) of a class A
         common share as reported for New York Stock Exchange composite
         transactions on August 17, 2009.

(4)      With respect to the 1,579,798 class A common shares and attached rights
         described in note (2) being registered under the 2009 Plan, the
         Registrant has previously paid the


<PAGE>


         filing fee for such shares as such shares were previously registered
         pursuant to registration statements on Form S-8 (registration numbers:
         333-58298, 333-129152, and 333-147448) ("Prior Registration
         Statements"). The Registrant is filing a post-effective amendment to
         each of the Prior Registration Statements to reflect the transfer of
         such shares to this Registration Statement.

(5)      Included in the offering price of the class A common 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. 1-16017):

     o    the Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2008, as amended by Amendment No. 1 on Form 10-K/A, dated
          April 27,  2009 and  Amendment  No. 2 on Form  10-K/A,  dated June 29,
          2009;

     o    the  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2009 and June 30, 2009;

     o    the Registrant's Current Reports on Form 8-K dated on the front covers
          April 28, April 30 and June 5, 2009;

     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,
          Amendment  No. 1 thereto  dated  April 23,  2007 and  Amendment  No. 2
          thereto dated June 8, 2009, for the registration of the class A common
          shares under Section 12(b) of the Securities Exchange Act of 1934 (the
          "Exchange Act"); 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, Amendment No. 1 thereto dated April 23, 2007 and Amendment No. 2
          thereto dated June 8, 2009, for the  registration  of the rights under
          Section 12(b) of the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, 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  applicable  because  the class A common  shares  and  preferred  share
purchase rights are registered under Section 12(b) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.



                                      II-1

<PAGE>




Item 6. Indemnification of Directors and Officers.

     Bye-Laws 122-125 of the Registrant provide as follows  (references  therein
to the Company are  references to the Registrant and references to the Companies
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 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. Nothing in this Bye-law or Bye-Laws 123, 124 and 125
     below  shall  operate in favour of any  person  acting in the  capacity  of
     auditor to the Company.

          "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.



                                      II-2

<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 (the "Securities Act"),  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;

     provided,  however, that paragraphs (a)(i) and (a)(ii) above will not apply
     for so  long  as  this  Registration  Statement  is on  Form  S-8,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  reports  filed  with  or  furnished  to  the
     Commission by the Registrant pursuant to section 13 or section 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement;

          (b) That for the  purpose  of  determining  any  liability  under  the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration statement


                                      II-3

<PAGE>


     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.

          (e) that for the purpose of  determining  liability of the  Registrant
     under the  Securities Act to any purchaser in the initial  distribution  of
     the  securities,  the undersigned  Registrant  undertakes that in a primary
     offering  of  securities  of the  undersigned  Registrant  pursuant to this
     Registration Statement,  regardless of the underwriting method used to sell
     the securities to the  purchaser,  if the securities are offered or sold to
     such  purchaser  by  means  of  any of the  following  communications,  the
     undersigned  Registrant  will be a  seller  to the  purchaser  and  will be
     considered to offer or sell such securities to such purchaser:

               (i) any  preliminary  prospectus or prospectus of the undersigned
          Registrant  relating to the offering  required to be filed pursuant to
          Rule 424;

               (ii)  any  free  writing  prospectus  relating  to  the  offering
          prepared  by or on behalf  of the  undersigned  Registrant  or used or
          referred to by the undersigned Registrant;

               (iii) the portion of any other free writing  prospectus  relating
          to the offering containing material  information about the undersigned
          Registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned Registrant; and

               (iv) any  other  communication  that is an offer in the  offering
          made by the undersigned Registrant to the purchaser.

          (2) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 undersigned, thereunto duly
authorized, in Hamilton, Bermuda on the 20th day of August, 2009.

                                       ORIENT-EXPRESS HOTELS LTD.



                                       By: /s/ Paul M. White
                                           -----------------
                                           Paul M. White
                                           President and Chief Executive Officer


         Each person whose signature appears below hereby constitutes J. Robert
Lovejoy, Paul M. White, Martin O'Grady 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 August 20, 2009.


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


/s/ Paul M. White
-----------------                            President, Chief Executive Officer
Paul M. White                                and Director
                                             (Principal Executive Officer)


/s/ Martin O'Grady
------------------                           Chief Financial Officer
Martin O'Grady                               (Principal Financial and Accounting
                                             Officer)


                                      II-5

<PAGE>


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

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



--------------------                         Director
Mitchell C. Hochberg




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



/s/ Prudence M. Leith                        Director
---------------------
Prudence M. Leith



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




/s/ Georg R. Rafael                          Director
-------------------
Georg R. Rafael




-----------------                            Director
James B. Sherwood



                                      II-6


<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number       Description

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

4.2    -     Rights Agreement dated as of June 1, 2000, and amended and restated
             as of April 12, 2007, between the Registrant and Computershare
             Trust Company, N.A., as Rights Agent.(2)

4.3    -     Amendment No. 1 dated December 10, 2007 to the amended and restated
             Rights Agreement (Exhibit 4.2 above).(3)

5      -     Opinion of Appleby.

23.1   -     Consent of Deloitte LLP.

23.2   -     Consent of PricewaterhouseCoopers.

23.3   -     Consent of Appleby (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. 2009 Share Award and Incentive Plan.(4)

------------------
(1)      Incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated June 15, 2007 on the front cover.

(2)      Incorporated by reference to Exhibit 1 of Amendment No.1 to the
         Registrant's Registration Statement on Form 8-A, filed with the U.S.
         Securities and Exchange Commission on April 23, 2007.

(3)      Incorporated by reference to Exhibit 1 of Amendment No. 2 to the
         Registrant's Registration Statement on Form 8-A, filed with the U.S.
         Securities and Exchange Commission on June 8, 2009.

(4)      Incorporated by reference to Exhibit 10.1 to the Registrant's Current
         Report on Form 8-K dated June 5, 2009 on the front cover.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "2009 SHARE AWARD AND INCENTIVE PLAN", "secsgml_size_bytes": 25163}]
{"company-data": {"conformed-name": "ORIENT EXPRESS HOTELS LTD", "cik": "0001115836", "assigned-sic": "7011", "irs-number": "980223493", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-161459", "film-number": "091026502"}, "business-address": {"street1": "22 VICTORIA STREET", "city": "HAMILTON", "state": "D0", "zip": "HM 12", "phone": "1 441 295 2244"}, "mail-address": {"street1": "20 UPPER GROUND", "city": "LONDON", "state": "X0", "zip": "SE1 9PF"}}
Registration No. 333-_______
================================================================================

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

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

                           Orient-Express Hotels Ltd.
                       2009 Share Award and Incentive Plan
                            (Full title of the plans)

                               John T. Landry, Jr.
                           Orient-Express Hotels Inc.
                           1114 Avenue of the Americas
                          New York, New York 10036-7703
                     (Name and address of agent for service)

                                 (212) 302-5055
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Vincent Monte-Sano
                          Carter Ledyard & Milburn LLP
                                  2 Wall Street
                          New York, New York 10005-2072
                                 (212) 732-3200
CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                  Proposed maximum               Proposed                Amount of
    Title of securities to be             Amount to be                offering               maximum aggregate          registration
           registered                    registered(1)            price per share             offering price                fee
------------------------------------------------------------------------------------------------------------------------------------
Class A common shares,
  par value $.01 each                    1,000,000 shares            $ 9.97(3)                  $9,970,000(3)           $556.33
------------------------------------------------------------------------------------------------------------------------------------

Class A common shares,
  par value $.01 each                    1,579,798 shares(2)            -- (4)                          -- (4)             -- (4)
------------------------------------------------------------------------------------------------------------------------------------

Preferred share purchase rights          2,579,798 rights(2)            -- (5)                          -- (5)              None
====================================================================================================================================
(1)      This registration statement shall also cover any additional class A
         common shares and attached preferred share purchase rights ("rights")
         which become issuable under the Orient-Express Hotels Ltd. 2009 Share
         Award and Incentive Plan (the "2009 Plan") by reason of any stock
         dividend, stock split, recapitalization or any other similar
         transaction without receipt of consideration which results in an
         increase in the number of outstanding class A common shares and
         attached rights of the Registrant.

(2)      The number of class A common shares and attached preferred share
         purchase rights being registered under this registration statement with
         respect to the 2009 Plan includes, in addition to the 1,000,000 class A
         common shares and attached rights, (a) (i) 20,300 class A common shares
         and attached rights remaining available for new awards under the
         Registrant's 2000 Stock Option Plan (the "2000 Plan") that have been
         transferred to the 2009 Plan, (ii) 68,548 class A common shares and
         attached rights remaining available for new awards under the
         Registrant's 2004 Stock Option Plan (the "2004 Plan") that have been
         transferred to the 2009 Plan; and (iii) 2,130 class A common shares and
         attached rights remaining available for new awards under the
         Registrant's 2007 Performance Share Plan (the "2007 Plan") that have
         been transferred to the 2009 Plan; and (b) (i) up to an aggregate of
         1,488,820 class A common shares and attached rights subject to awards
         outstanding under the 2000 Plan, the 2004 Plan or the 2007 Plan that
         shall be transferred to the 2009 Plan and will be reserved for issuance
         under the 2009 Plan if such awards are canceled, expired, forfeited,
         settled in cash, settled by delivery of fewer class A common shares
         than underlying the award or otherwise terminated without delivery of
         class A common shares and attached rights or are withheld from an award
         or surrendered in payment.

(3)      Calculated pursuant to Rule 457 (c) and (h) upon the basis of the
         average of the high and low prices ($10.18 and $9.76) of a class A
         common share as reported for New York Stock Exchange composite
         transactions on August 17, 2009.

(4)      With respect to the 1,579,798 class A common shares and attached rights
         described in note (2) being registered under the 2009 Plan, the
         Registrant has previously paid the
filing fee for such shares as such shares were previously registered
         pursuant to registration statements on Form S-8 (registration numbers:
         333-58298, 333-129152, and 333-147448) ("Prior Registration
         Statements"). The Registrant is filing a post-effective amendment to
         each of the Prior Registration Statements to reflect the transfer of
         such shares to this Registration Statement.

(5)      Included in the offering price of the class A common 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. 1-16017):

     o    the Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2008, as amended by Amendment No. 1 on Form 10-K/A, dated
          April 27,  2009 and  Amendment  No. 2 on Form  10-K/A,  dated June 29,
          2009;

     o    the  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2009 and June 30, 2009;

     o    the Registrant's Current Reports on Form 8-K dated on the front covers
          April 28, April 30 and June 5, 2009;

     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,
          Amendment  No. 1 thereto  dated  April 23,  2007 and  Amendment  No. 2
          thereto dated June 8, 2009, for the registration of the class A common
          shares under Section 12(b) of the Securities Exchange Act of 1934 (the
          "Exchange Act"); 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, Amendment No. 1 thereto dated April 23, 2007 and Amendment No. 2
          thereto dated June 8, 2009, for the  registration  of the rights under
          Section 12(b) of the Exchange Act.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, 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  applicable  because  the class A common  shares  and  preferred  share
purchase rights are registered under Section 12(b) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     Bye-Laws 122-125 of the Registrant provide as follows  (references  therein
to the Company are  references to the Registrant and references to the Companies
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 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. Nothing in this Bye-law or Bye-Laws 123, 124 and 125
     below  shall  operate in favour of any  person  acting in the  capacity  of
     auditor to the Company.

          "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.

                                      II-2
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 (the "Securities Act"),  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;

     provided,  however, that paragraphs (a)(i) and (a)(ii) above will not apply
     for so  long  as  this  Registration  Statement  is on  Form  S-8,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  reports  filed  with  or  furnished  to  the
     Commission by the Registrant pursuant to section 13 or section 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement;

          (b) That for the  purpose  of  determining  any  liability  under  the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration statement

                                      II-3
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.

          (e) that for the purpose of  determining  liability of the  Registrant
     under the  Securities Act to any purchaser in the initial  distribution  of
     the  securities,  the undersigned  Registrant  undertakes that in a primary
     offering  of  securities  of the  undersigned  Registrant  pursuant to this
     Registration Statement,  regardless of the underwriting method used to sell
     the securities to the  purchaser,  if the securities are offered or sold to
     such  purchaser  by  means  of  any of the  following  communications,  the
     undersigned  Registrant  will be a  seller  to the  purchaser  and  will be
     considered to offer or sell such securities to such purchaser:

               (i) any  preliminary  prospectus or prospectus of the undersigned
          Registrant  relating to the offering  required to be filed pursuant to
          Rule 424;

               (ii)  any  free  writing  prospectus  relating  to  the  offering
          prepared  by or on behalf  of the  undersigned  Registrant  or used or
          referred to by the undersigned Registrant;

               (iii) the portion of any other free writing  prospectus  relating
          to the offering containing material  information about the undersigned
          Registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned Registrant; and

               (iv) any  other  communication  that is an offer in the  offering
          made by the undersigned Registrant to the purchaser.

          (2) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 undersigned, thereunto duly
authorized, in Hamilton, Bermuda on the 20th day of August, 2009.

                                       ORIENT-EXPRESS HOTELS LTD.

                                       By: /s/ Paul M. White
                                           -----------------
                                           Paul M. White
                                           President and Chief Executive Officer

         Each person whose signature appears below hereby constitutes J. Robert
Lovejoy, Paul M. White, Martin O'Grady 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 August 20, 2009.

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

/s/ Paul M. White
-----------------                            President, Chief Executive Officer
Paul M. White                                and Director
                                             (Principal Executive Officer)

/s/ Martin O'Grady
------------------                           Chief Financial Officer
Martin O'Grady                               (Principal Financial and Accounting
                                             Officer)

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

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

--------------------                         Director
Mitchell C. Hochberg

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

/s/ Prudence M. Leith                        Director
---------------------
Prudence M. Leith

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

/s/ Georg R. Rafael                          Director
-------------------
Georg R. Rafael

-----------------                            Director
James B. Sherwood

                                      II-6
EXHIBIT INDEX

Exhibit
Number       Description

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

4.2    -     Rights Agreement dated as of June 1, 2000, and amended and restated
             as of April 12, 2007, between the Registrant and Computershare
             Trust Company, N.A., as Rights Agent.(2)

4.3    -     Amendment No. 1 dated December 10, 2007 to the amended and restated
             Rights Agreement (Exhibit 4.2 above).(3)

5      -     Opinion of Appleby.

23.1   -     Consent of Deloitte LLP.

23.2   -     Consent of PricewaterhouseCoopers.

23.3   -     Consent of Appleby (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. 2009 Share Award and Incentive Plan.(4)

------------------
(1)      Incorporated by reference to Exhibit 3.2 to the Registrant's Current
         Report on Form 8-K dated June 15, 2007 on the front cover.

(2)      Incorporated by reference to Exhibit 1 of Amendment No.1 to the
         Registrant's Registration Statement on Form 8-A, filed with the U.S.
         Securities and Exchange Commission on April 23, 2007.

(3)      Incorporated by reference to Exhibit 1 of Amendment No. 2 to the
         Registrant's Registration Statement on Form 8-A, filed with the U.S.
         Securities and Exchange Commission on June 8, 2009.

(4)      Incorporated by reference to Exhibit 10.1 to the Registrant's Current
         Report on Form 8-K dated June 5, 2009 on the front cover.