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 29, 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 29, 2008 Orient-Express Hotels Ltd. (the “Company”) issued a news release in response to the proxy statement of shareholders D. E. Shaw and SAC Capital relating to the special general meeting of shareholders to be held on October 10, 2008.

The news release of the Company is attached as an Exhibit 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 29, 2008 in response to the proxy statement of shareholders D. E. Shaw and SAC Capital.

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 29, 2008	By:	/s/ Edwin S. Hetherington
			Name:	Edwin S. Hetherington
			Title:	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

ORIENT-EXPRESS HOTELS RECOMMENDS REJECTION OF PROXY EFFORT BY REQUISITIONING SHAREHOLDERS

HAMILTON, Bermuda, September 29, 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, issued the following statement today:

“We have reviewed the proxy statement of shareholders DE Shaw and SAC Capital relating to the special general meeting to be held on October 10, 2008.  This proxy statement merely restates the arguments that these shareholders have previously made concerning the Company’s corporate structure.  These arguments have been previously considered and rejected by the Board of Directors.

“This structure was implemented in order to preserve the Board’s ability to oppose any proposals that are contrary to the best interests of the Company and its shareholders, including coercive or unfair offers to acquire the Company, and thus preserve the value of the Company for all of its shareholders.  It has been consistently described in the Company’s public filings and investors in the Company have been aware of this structure since 2000.  The Company is confident that its corporate structure, which has been thoroughly analyzed by both Bermuda counsel and Queen’s Counsel in London, is valid and proper under Bermuda law and strongly disagrees with any suggestion to the contrary.

Specifically, DE Shaw and SAC Capital have repeatedly asserted that the class B common shares of the Company owned by Orient-Express Holdings 1 Ltd. are actually treasury shares of the Company and, as such, may not be voted.  This assertion is false as a matter of law and contrary to an established Bermuda Supreme Court precedent – a precedent which the Bermuda legislature has not overturned despite many opportunities to do so.  The Company intends to defend vigorously any legal challenges to its corporate structure.

“The Board of Directors urges that all shareholders discard the requisitioning shareholders GREEN proxy card.  Shareholders are urged to vote on the Company’s WHITE proxy card AGAINST the resolutions being considered at the special general meeting of shareholders scheduled for October 10, 2008.”