SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of February, 2006

                        Commission File Number: 011-16245

                            W.P. STEWART & CO., LTD.
                 (Translation of Registrant's Name Into English)

                                  Trinity Hall
                                 43 Cedar Avenue
                                P.O. Box HM 2905
                                 Hamilton, HM LX
                                     Bermuda
                    (Address of Principal Executive Offices)

      Indicate by check mark  whether the  registrant  files or will file annual
reports under cover of Form 20-F or Form 40-F.

      Form 20-F |X|          Form 40-F |_|

      Indicate by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)1: _____

      Indicate by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)7: _____

      Indicate  by  check  mark  whether  the   registrant  by  furnishing   the
information contained in this form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.

      Yes |_|            No |X|

      If  "Yes" is  marked,  indicate  below  the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b): 82-______.



                            W.P. STEWART & CO., LTD.

See press release attached hereto dated February 23, 2006 regarding recent
market activity.



                                   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, thereunto duly authorized.

                                          W.P. STEWART & CO., LTD.


Date: February 27, 2006                   By: /s/  Rocco Macri
                                             ---------------------------------
                                          Name:  Rocco Macri
                                          Title: Managing Director &
                                                 Chief Operating Officer


                                       2


                     [LETTERHEAD OF W.P STEWART & CO., LTD]

                                                                   PRESS RELEASE

Contact: Fred Ryan
telephone: 441.295.8585

23 February 2006
Hamilton, Bermuda

                 W.P. Stewart Issues Comment on Market Activity

      W.P.  Stewart today  released this comment from Henry B. Smith,  President
and Chief Executive Officer.

      "Over  the past  several  days  trading  volume  in our  shares  has risen
significantly  and the stock price has fluctuated over a fairly wide range.  The
increase in our trading volume  prompted a significant  number of inquiries from
investors.  In view of the number and nature of those inquiries, we have decided
that it would be  appropriate  at this time to review with  investors  generally
some issues relating to the Company and its ongoing business.

      We do not know what caused the recent  increase in trading volume - or who
the  recent  buyers  and  sellers  have  been - and we do not  think it would be
appropriate  for us to speculate  about those issues.  Based on the inquiries we
have received from shareholders, we recognize however that there is some concern
among investors about whether the resignation of two portfolio managers in early
January has had a material  impact on our AUM flows.  At this time, I can report
that our net flows,  as of the close of business on February 21st, were negative
approximately $40 million so far in the quarter. While we are not happy with the
negative flows so far this quarter,  that amount does not materially  impact our
business.

      As a result of those recent departures, together with other changes in the
balance of our portfolio management activities among various jurisdictions,  the
proportion of our activity  based in high-tax  countries has increased  somewhat
relative to the  activity  based in  lower-tax  jurisdictions.  We believe  this
change  will be  temporary,  and we are  currently  taking  steps to restore our
historical  geographical mix. However, based on the facts in existence today and
assuming that we are not  successful in restoring our  historical  business mix,
this change in our business  could  result in an effective  tax rate for 2006 in
the range of 17-20% of pre-tax  income.  We will  continue to pursue  efforts to
restore our historic balance, and we should be able to report on our progress at
the time of our release of results for the first quarter.



      In the  meantime,  our  investment  team  continues to focus on delivering
consistently superior results for our clients. Our performance got off to a slow
start in the early part of this year  relative to the S&P 500, but it is solidly
positive and we remain optimistic for the remainder of this year.

      As many of you know, we do not usually  disclose this kind of  information
about our  business  at any time other than the time of our  quarterly  earnings
release and  conference  call.  We intend in the future to continue to adhere to
that  policy of  quarterly  disclosure,  but we  thought  that a review of these
issues with you now, in mid-quarter,  would be helpful in light of our increased
trading volume and recent investor inquiries.

      On behalf of all my colleagues at W.P. Stewart,  I wish to thank our loyal
clients and shareholders for your continued  support.  We are optimistic that we
will succeed in growing our business,  and we remain strongly  committed to your
best interests."

      W.P. Stewart & Co., Ltd. is an asset management  company that has provided
research  intensive equity management  services to clients  throughout the world
since 1975. The Company is headquartered in Hamilton, Bermuda and has additional
operations or affiliates in the United States, Europe and Asia.

      The Company's shares are listed for trading on the New York Stock Exchange
(NYSE: WPL) and on the Bermuda Stock Exchange (BSX: WPS).

      For  more   information,   please   visit   the   Company's   website   at
http://www.wpstewart.com, or call W.P. Stewart Investor Relations (Fred M. Ryan)
at 1-888-695-4092 (toll-free within the United States) or +441-295-8585 (outside
the United States) or e-mail to IRINFO@wpstewart.com.