8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 12, 2008
ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant as specified in charter)
Bermuda	001-16017	98-0223493
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
22 Victoria Street Hamilton HM 12, Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code:  441-295-2244
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

On September 12, 2008 Orient-Express Hotels Ltd. (the “Company”) issued a news release announcing that it plans to hold a special general meeting of shareholders (the “Special General Meeting”) on October 10, 2008 to address a requisition served by D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., CR Intrinsic Investments LLC and Cede & Co. on August 25, 2008 pursuant to Section 74 of the Companies Act 1981 of Bermuda (as amended) (the “Requisition”) that the Company (1) amend its bye-laws to treat its class B common shares as “treasury shares” under Bermuda law which would have the consequence (amongst others) that the class B common shares held by Orient-Express Holdings 1 Ltd. would lose their right to vote and (2) cancel all class B common shares.  If either or both of the resolutions proposed in the Requisition is approved at the Special General Meeting, then a separate special general meeting (the “Class B Special General Meeting”) of holders of class B common shares of the Company will be held promptly following the conclusion of the Special General Meeting to consider, and if thought fit, pass the resolution(s) approved at the Special General Meeting.  Accordingly, the Company today mailed a notice of the Special General Meeting and Class B Special General Meeting, together with a letter from the Chairman of the Board of Directors, to its registered shareholders.

The Board of Directors of the Company believes that the purported Requisition is misconceived and adoption of the resolutions proposed in the Requisition is contrary to the best interests of the Company.  The Board of Directors also has serious doubts concerning the validity of the purported Requisition and reserves the right to challenge the validity of any resolutions that may be approved at these special meetings.

The Board of Directors of Orient-Express Holdings 1 Ltd., the owner of all class B common shares of the Company, has adopted a resolution to vote all of its shares against the proposed resolutions at any special meeting.

The news release of the Company, notice of Special General Meeting and Class B Special General Meeting and letter to shareholders dated September 12, 2008 are attached as Exhibits to this Current Report and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	News release of the Company dated September 12, 2008 regarding announcement of the Special General Meeting and Class B Special General Meeting.
99.2	Notice of Special General Meeting of Shareholders and Notice of Separate Special General Meeting of Class B Common Shares.
99.3	Letter from the Chairman of the Board of Directors dated September 12, 2008 to Company shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ORIENT-EXPRESS HOTELS LTD.
Date:	September 12, 2008	By:	/s/ Edwin S. Hetherington
			Name:	Edwin S. Hetherington
			Title:	Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

Contact:
Pippa Isbell	Kal Goldberg
Vice President, Corporate Communications	Financial Dynamics
Tel: +44 20 7921 4065	Tel: +1 212 850 5731
E: pippa.isbell@orient-express.com	E: kal.goldberg@fd.com

ORIENT-EXPRESS HOTELS TO HOLD SPECIAL SHAREHOLDER MEETING

HAMILTON, Bermuda, September 12, 2008 – Orient-Express Hotels Ltd. (NYSE: OEH, www.orient-express.com), owners or part-owners and managers of 51 luxury hotels, restaurants, tourist trains and river cruise businesses operating in 25 countries, announced today that it plans to hold a special shareholder meeting on October 10, 2008 to address a requisition by shareholders DE Shaw and SAC Capital that the Company (1) amend its bye-laws to treat class B shares as “treasury shares” under Bermuda law which would have the consequence (amongst others) that the Class B shares held by Orient-Express Holdings 1 Ltd would lose their right to vote and (2) cancel its class B shares.

The Board of Orient-Express Hotels Ltd has serious doubts concerning the validity of the purported requisition.  Nevertheless, in order to avoid a potentially protracted and expensive dispute, Orient-Express Hotels has determined to convene a special meeting to vote on the proposals from these shareholders.

The Board of Directors of Orient-Express Hotels Ltd believes that these proposals are contrary to the best interests of the Company and will recommend that shareholders vote against the resolutions.

1

The Board of Directors of Orient-Express Holdings 1 Ltd., the owner of all class B common shares of the Company, has adopted a resolution to vote all of its shares against the proposed resolutions at any special meeting.

The Company’s governance and share structure has been clearly described for the entire investment community since the Company’s IPO in 2000.  Accordingly, all investors reading the Company’s public filings have had clear disclosure of the Company’s structure readily available to them.  The Company therefore believes this special meeting is an expensive and unproductive exercise.

The Board of Directors and management of Orient-Express Hotels Ltd are confident that the Company’s strategy as regularly outlined to investors is the best path to achieve long-term shareholder value.  The Company continues to execute the key components of this plan by managing its portfolio to increase total revenue; expanding its business both organically and through strategic acquisitions; further developing its real estate in appropriate market conditions, and continuing to build its strong brands.

About Orient-Express Hotels

Orient-Express Hotels is a hotel and travel company focused on the luxury end of the leisure market with many iconic and highly acclaimed properties.  Founded in 1976 when the company acquired the Hotel Cipriani in Venice, Orient-Express has grown to encompass 51 businesses, including 41 highly individual hotels across five continents, two restaurants, two river cruise operations and six tourist trains, including the fabled Venice Simplon-Orient-Express which operates through Europe, linking London, Paris and Venice.  Orient-Express chooses to own or part-own and manage its businesses, and continues to seek out unique properties with expansion potential and to introduce new experiences, restoring romance, glamour and style to international travel.

Ends

2

EX-99.2

EXHIBIT 99.2

ORIENT-EXPRESS HOTELS LTD.

Canon’s Court

22 Victoria Street

Hamilton HM 12, Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF SEPARATE SPECIAL GENERAL MEETING OF

HOLDERS OF CLASS B COMMON SHARES

October 10, 2008

THESE SPECIAL GENERAL MEETINGS ARE BEING CONVENED BY YOUR BOARD OF DIRECTORS PURSUANT TO A PURPORTED REQUISITION SERVED BY D. E. SHAW OCULUS PORTFOLIOS, L.L.C., D. E. SHAW VALENCE PORTFOLIOS, L.L.C., CR INTRINSIC INVESTMENTS LLC AND CEDE & CO. ON AUGUST 25, 2008 PURSUANT TO SECTION 74 OF THE COMPANIES ACT 1981 OF BERMUDA (AS AMENDED).  THE BOARD OF DIRECTORS BELIEVES THE PURPORTED REQUISITION IS MISCONCEIVED AND ADOPTION OF THE RESOLUTIONS PROPOSED IN THIS REQUISITION IS CONTRARY TO THE BEST INTERESTS OF ORIENT-EXPRESS HOTELS.  THE BOARD OF DIRECTORS ALSO HAS SERIOUS DOUBTS CONCERNING THE VALIDITY OF THE PURPORTED REQUISITION AND RESERVES THE RIGHT TO CHALLENGE THE VALIDITY OF ANY RESOLUTIONS THAT MAY BE APPROVED AT THESE SPECIAL MEETINGS.

A special general meeting (the “Special General Meeting”) of shareholders of ORIENT-EXPRESS HOTELS LTD., a Bermuda company (the “Company”), will be held at the registered office of the Company at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda on Friday, October 10, 2008 at 10:00 a.m., Bermuda time, for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions:

1.  That:

1.1  the bye-laws of the Company (the “Bye-laws”) shall be amended by the addition of the following new bye-law 10A:

“10A.1 Any share of the Company that is held directly or indirectly by the Company (including without limitation any share held by any direct or indirect subsidiary of the Company) shall be treated by the Company as a treasury share acquired and held by the Company in accordance with Section 42B of the Companies Act. For the avoidance of doubt, if any such share is held by a direct or indirect subsidiary of the Company, such share and its holder shall be subject to the same restrictions and exclusions (including without limitation those with respect to voting, member rights, dividends and distributions) as would apply under Section 42B of the Companies Act were such share held by the Company directly.

10A.2 Subject to the foregoing, the Company may, without the sanction of a Resolution, acquire on such terms as the Board thinks fit and hold shares of the Company as treasury shares in accordance with these Bye-Laws and the Companies Acts”; and

1.2  the Board is directed by the shareholders to take such action as is necessary or appropriate (including without limitation obtaining any further consents and approvals) to give effect to the amendment of the Bye-laws referred to in paragraph 1.1 above for the purposes of bye-law 127 of the Bye-laws.

2.  That the Board is directed by the shareholders, to the extent permitted by the Companies Act 1981 (as amended), immediately to take all such action as is necessary or appropriate to cancel all class B common shares of par value US$0.01 each in the Company immediately after the passing of this resolution in accordance with the Companies Act 1981 (as amended).

If either or both of the two resolutions set forth above is approved at the Special General Meeting, then a separate special general meeting (the “Class B Special General Meeting”) of holders of Class B common shares of the Company will be held at the registered office of the Company at the offices of Appleby, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda promptly following the conclusion of the Special General Meeting to consider, and if thought fit, pass the resolution(s) approved at the Special General Meeting.

Only holders of record of class A common shares and holders of record of class B common shares at the close of business on September 22, 2008 will be entitled to vote at the Special General Meeting and any adjournment thereof.  Only holders of record of class B common shares at the close of business on September 22, 2008 will be entitled to vote at the Class B Special General Meeting and any adjournment thereof.

Under applicable Bermuda law and the Company’s Bye-Laws, if a quorum is present in person or by proxy at the Special General Meeting, the favorable vote of a simple majority of the votes cast by holders of class A common shares and class B common shares, voting together as a single class, will be required in order to approve the two resolutions set forth above.  Under applicable Bermuda law and the Company’s Bye-Laws, if a quorum is present in person or by proxy at the Class B Special General Meeting, the favorable vote of a simple majority of the votes cast by holders of class B common shares will be required in order to approve the two resolutions set forth above.  Each of the resolutions must be approved at both the Special General Meeting and the Class B Special General Meeting in order to be effective.

The Board of Directors recommends that all shareholders take no action with respect to this notice or with respect to any proxy card you may receive from D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C. or CR Intrinsic Investments LLC until such time as you have received further information from the Company as described in the accompanying letter.  Please read the accompanying letter carefully.

By order of the Board of Directors,

EDWIN S. HETHERINGTON

Secretary

September 12, 2008

2

EX-99.3

EXHIBIT 99.3

ORIENT-EXPRESS HOTELS

TRAINS & CRUISE

September 12, 2008

Dear Shareholder:

As you may know, certain of Orient-Express Hotels’ shareholders have purported to requisition a special general meeting of shareholders in order to consider resolutions that, if passed, would have the effect of eliminating our dual class capital structure.

Your Board has serious doubts concerning the validity of the purported requisition and believes it is misconceived and contrary to the best interests of the shareholders.  Nonetheless, rather than subjecting Orient-Express Hotels and its shareholders to a potentially protracted and expensive dispute, we have set October 10, 2008 for a special general meeting at which shareholders of record as of September 22, 2008 will be presented with the proposed resolutions.  Any resolutions approved at the special general meeting by the holders of class A and class B common shares, voting together as a single class, would be subject to the further approval of the holders of the class B common shares, voting as a single class at a separate meeting to be held promptly following the conclusion of the special general meeting.  The Board of Directors of Orient-Express Holdings 1 Ltd., the owner of all class B common shares of the Company, has adopted a resolution to vote all of its shares against the proposed resolutions at any special meeting.  Of course, Orient-Express Hotels reserves the right to challenge the validity of any resolutions that are approved.

As we have publicly stated, our corporate governance structure was put into place at the time of our initial public offering in order to preserve our ability to oppose any proposals that are contrary to the best interests of Orient-Express Hotels and its shareholders.  We have consistently described this corporate governance structure in our public filings and investors in Orient-Express Hotels have been aware of this structure since 2000.  Your Board is acutely aware of its fiduciary duties to the shareholders in its evaluation of all corporate opportunities.  We vigorously disagree with the proposed resolutions because they would jeopardize your Board’s ability to preserve the long-term value of Orient-Express Hotels.  Prior to the special general meeting, you will receive further communications from us describing our views and recommendations in more detail.

Your Board appreciates your support.

Very truly yours,

James B. Hurlock

Chairman

Orient-Express Hotels Ltd., 22 Victoria Street, P.O. Box HM1179, Hamilton HM EX, Bermuda

e-mail: oeh.info@orient-express.com www.orient-express.com