8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  July 8, 2011

ORIENT-EXPRESS HOTELS LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-16017	98-0223493
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Victoria Street, Hamilton HM12, Bermuda

(Address of principal executive offices, Zip Code)

441-295-2244

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

           (b)    On July 8, 2011, the Registrant announced that Paul White, President and Chief Executive Officer and a director of Orient-Express Hotels Ltd. (the “Company”), has resigned from his positions with the Company.   Mr. White and the United Kingdom subsidiary of the Company that employed him entered into a separation agreement (the “Agreement”) on July 8, 2011 containing customary provisions including (i) payment of £630,179 (approximately $1,008,000) to Mr. White as compensation for termination of his employment, less applicable income taxes and certain amounts due from Mr. White upon the issue to him of class A common shares of the Company under its 2007 Performance Share Plan and 2009 Share Award and Incentive Plan (the “Plans”), (ii) payment of £20,800 (approximately $33,000) into Mr. White’s pension scheme, (iii) the vesting immediately of past deferred share awards to Mr. White under the Plans over 42,779 class A common shares of the Company and the vesting on April 6, 2012 of past deferred share awards to Mr. White under the Plans over 21,390 class A common shares of the Company, (iv) the lapse without compensation of all other past awards to Mr. White under the Plans and the Company’s 2000 and 2004 Stock Option Plans, (v) continued provision of health and accident insurance to Mr. White and his family until June 30, 2012, and (vi) continued provision of directors and officers liability insurance coverage in respect of the period during which Mr. White was a director and executive officer of the Company.  The Agreement also provides for reimbursement to Mr. White for up to £20,000 (approximately $32,000) of legal fees incurred by him in connection with entering into the Agreement.  Mr. White entered into certain confidentiality, nondisparagement and cooperation covenants and released all claims against the Company and its subsidiaries.

           (c)     On July 8, 2011, the Registrant also announced that J. Robert Lovejoy, Chairman of the Board of the Company, will serve as Interim Chief Executive Officer of the Company while the Company conducts a search for a new chief executive.

A copy of the press release announcing these events is annexed as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press release of the Registrant dated July 8, 2011.

SIGNATURE

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

	Orient-Express Hotels Ltd.
Date: July 11, 2011	By:	/s/ Edwin S. Hetherington
	Name:	Edwin S. Hetherington
	Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release of the Registrant dated July 8, 2011.

EX-99.1

Exhibit 99.1

Contact:

Investors:

Martin O'Grady, Vice President, Chief Financial Officer

Tel: +44-20-7921-4038

E: martin.ogrady@orient-express.com

Media:

Vicky Legg, Director, Corporate Communications

Tel: +44-20-7921-4067

E: vicky.legg@orient-express.com

ORIENT-EXPRESS HOTELS ANNOUNCES MANAGEMENT CHANGES

Paul White Resigns as CEO; Chairman Bob Lovejoy Named Interim CEO; Search Underway

Hamilton, Bermuda, July 8, 2011 -- Orient-Express Hotels Ltd. (NYSE:OEH, www.orient-express.com) today announced that Paul White, President and Chief Executive Officer, has resigned from the Company and from the Board of Directors.

Bob Lovejoy, Chairman of the Board, has been named Interim Chief Executive Officer while the Board conducts a search for a permanent replacement.  The Board has named a Search Committee chaired by director Mitchell Hochberg including Lovejoy, Prudence Leith and Georg Rafael.

Lovejoy said, “The Board appreciates the good work Paul White has done both in this role as President and Chief Executive Officer and indeed during his other roles in his 20 years with the Company.  He has managed the Company through a difficult economic period, and has positioned Orient-Express for renewed growth.  We understand and agree with his decision to step down for personal reasons.  We wish him well in his future endeavors.”

Lovejoy continued, “Orient-Express is fortunate to have a strong operating management team, and the Board is confident the Company will not miss a beat during this transitional period.  Financial results for the first quarter of 2011, which included RevPAR growth for the fifth consecutive quarter, demonstrated the recovery of the luxury travel market and the financial progress the Company has made.  We expect to continue this positive momentum, and as Interim CEO I will work to ensure we remain focused on profitable growth and building long-term shareholder value.”

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

www.orient-express.com

Lovejoy, a director since 2000, was recently named Chairman of the Board.  He formerly was a Managing Director and Partner at Lazard Freres & Co. for over 15 years and served as Co-Head of General Banking at Lazard.  Earlier, Mr. Lovejoy was a Partner at Davis Polk & Wardwell, where he practiced law for over 13 years.

Investor Call

Orient-Express Hotels will conduct a conference call today at 10:30 am EDT (3:30 pm BST) which is accessible at 1-877-397-0292 (US toll free) or 719-325-4844 (International). The conference ID is 3547212. A replay of the conference call will be available at 1:30 pm EDT on July 8, 2011 until 1:30 pm EDT on July 15, 2011 and can be accessed by calling 1-888-203-1112 (US toll free) or 719-457-0820 (International) and entering replay access number 3547212. A replay will also be available on the company's website: http://www.orient-expressinvestorinfo.com.  

About Orient-Express Hotels Ltd.

Orient-Express Hotels Ltd., listed on the New York Stock Exchange, ticker OEH, engages in the hotel, tourist train, restaurant and cruise ship business.  Orient-Express Hotels owns and manages 50 famous properties in 24 countries, including the Hotel Cipriani in Venice, the Copacabana Palace in Rio de Janeiro and the Mount Nelson Hotel in Cape Town. In addition, it owns the Venice Simplon-Orient-Express and Eastern & Oriental Express tourist trains, '21' Club in New York City and the "Road To Mandalay" cruise ship in Burma.

Safe Harbour Statement

This news release contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. These statements are based on management's current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause a difference include, but are not limited to, those mentioned in the news release, unknown effects on the travel and leisure markets of terrorist activity and any police or military response, varying customer demand and competitive considerations, failure to realize hotel bookings and reservations and planned property development sales as actual revenue, inability to sustain price increases or to reduce costs, rising fuel costs adversely impacting customer travel and the Company's operating costs, fluctuations in interest rates and currency values, uncertainty of negotiating and completing proposed asset sales, debt refinancings, capital expenditures and acquisitions, inability to reduce funded debt as planned or to agree bank loan agreement waivers or amendments, adequate sources of capital and acceptability of finance terms, possible loss or amendment of planning permits and delays in construction schedules for expansion or development

projects, delays in reopening properties closed for repair or refurbishment and possible cost overruns, shifting patterns of tourism and business travel and seasonality of demand, adverse local weather conditions, changing global and regional economic conditions in many parts of the world and weakness in financial markets, legislative, regulatory and political developments, and possible new challenges to the Company's corporate governance structure. Further information regarding these and other factors is included in the filings by the Company with the U.S. Securities and Exchange Commission.

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