8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A
                                 Amendment No. 1

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 20, 2006


                               SEA CONTAINERS LTD.
             (Exact name of registrant as specified in its charter)

             Bermuda                     1-7560                98-0038412
         (State or other              (Commission             (IRS Employer
 jurisdiction of incorporation)       File Number)         Identification No.)

                               22 Victoria Street
                             Hamilton HM 12, 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 2.06.  Material Impairments.

In a press release dated November 3, 2005, and in a Form 8-K filed with a cover
date of November 2, 2005 (the "November Form 8-K"), the Company announced that
it had begun a process of restructuring its ferry division, and that it would be
entertaining offers to buy the core business of Helsinki-based Silja Oy Ab,
which includes eight vessels operating on three routes in the Baltic. The
Company also announced its intention to sell or charter out several additional
ferry vessels and to entertain offers to buy its SeaStreak business in New York.
As a result of this restructuring, the Company announced an impairment charge of
$99 million, of which $19 million was recorded in the 2005 third quarter
results. These amounts were preliminary and subject to adjustment, based on
changes in the restructuring plan.

At the time of the November Form 8-K, it was uncertain whether Silja would be
sold and, if so, what price could be obtained for the business. Subsequent to
the announcement, the sale process was begun. Indications of interest and
independent valuations of the Silja business were received, and preliminary bids
for Silja's core business were received in January.

In the November Form 8-K, the Company also announced that certain assets of
container operations and computer systems had been identified as impaired.  An
approximate $32 million charge would be incurred during the fourth quarter of
2005, of which approximately $30 million related to container operations.

This Form 8-K/A (Amendment No. 1) updates and provides further details regarding
the previously disclosed asset impairments.

As a result of the proposed Silja sale, the management of the Company began to
consider the possibility of withdrawing completely from the ferry business. In
that connection, management of the Company engaged in the process of evaluating
the recoverability of all of its long-lived ferry assets. Similarly, management
of the Company began a process to evaluate the recoverability of all of its
container assets. In the course of these processes, the Company's Board of
Directors (the "Board") has met on several occasions since November 3, 2005 to
consider the proposals of management.

At the meeting of the Board held on March 20, 2006, the processes were concluded
and management's proposals relating to these ferry and container matters were
approved. The Company will recognize a non-cash pre-tax charge of approximately
$500 million in the fourth quarter 2005, which includes the previously estimated
fourth quarter 2005 impairment charge of $112 million reported in the November
Form 8-K. Of this approximate $500 million, approximately $415 million relates
to the ferry business, and approximately $85 million relates to the container
business.  Further details regarding those charges are set forth below.


                                       2




Ferries
- -------

Following the decisions announced in the November Form 8-K, management of the
Company began a process to entertain offers to sell its Silja business,
including all related vessels. The sales process has continued to progress and
the Company has obtained an indication of the range of sales prices likely to be
achieved.

In accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets ("SFAS 144"), the Silja business will be classified as "held
for sale" at December 31, 2005 and the related assets will be written down to
fair value, less cost to sell. The operations of the Silja business, including
related impairments, will be presented as discontinued operations in the
Company's 2005 financial statements.

Because of the possibility of withdrawing completely from the ferry business, it
was more likely than not at December 31, 2005 that there would be disposals of
the Company's other six vessels in the ferry division prior to the end of their
previously estimated useful lives. For this reason, an impairment review of
these vessels was undertaken in accordance with SFAS 144. Based on this review,
impairment charges will be recorded on these vessels at December 31, 2005.

The total impairment of ferry assets to be recorded in the fourth quarter 2005
is estimated to be approximately $415 million on a pre-tax basis. The write-down
is non-cash in nature.


Containers
- ----------

As reported in the November Form 8-K, the Company had identified specific
containers and other container assets as held for sale or impaired, which was
estimated would result in a charge of $30 million. The Company identified since
then additional containers being held for sale at December 31, 2005, which has
increased the previously estimated charge to approximately $40 million. The
expected loss on these sales initiated an impairment review on the Company's
entire container fleet in accordance with SFAS 144. This review was done at a
container-class level and determined that the carrying amount of one class of
containers, refrigerated containers, was not fully recoverable. It has been
estimated that an impairment charge will be recognized on these containers of
approximately $40 million. In addition, $5 million of goodwill relating to
container operations will be written off.

The total impairment of container assets to be recorded in the fourth quarter
2005 is estimated to be approximately $85 million on a pre-tax basis. The
write-down is non-cash in nature.


Debt Covenants
- --------------

The pre-tax asset impairment charges of approximately $500 million described
above will reduce the Company's net worth by approximately $475 million after
recognition of foreign currency translation consequences when the related assets
are sold, with the result that the Company will not be able to comply with
certain net worth covenants in certain of its bank borrowing agreements. The
Company is currently in discussions with the bank lenders regarding appropriate
covenant waivers or amendments. Professional advisors have been appointed to
assist the Company.



                                       3




Item 4.02(a)  Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review

On March 20, 2006, the Company concluded that it would restate its condensed
consolidated financial statements for the three months ended March 31, 2005, the
six months ended June 30, 2005 and the nine months ended September 30, 2005 to
correct the accounting related to the sale in March 2005 of shares in its
Orient-Express Hotels Ltd. ("OEH") investment, which was accounted for in the
Company's financial statements in accordance with the equity method of
accounting. The correction reduces the gain on the sale of OEH shares by $10.3
million for the three months ended March 31, 2005, the six months ended June 30,
2005 and the nine months ended September 30, 2005 from the previously reported
$41.1 million to $30.8 million. The correction is the result of an error in the
accounting for the release of accumulated foreign currency exchange reserves
related to this equity method investment. The change increases net losses in
these periods, but has no impact on previously reported shareholders' equity
and is a non-cash charge. As a result of the correction, the condensed
consolidated financial statements for the interim periods ended March 31, 2005,
June 30, 2005 and September 30, 2005, previously filed with the U.S. Securities
and Exchange Commission, should no longer be relied upon.

The Company expects to reflect the effects of these restatements in the
comparative unaudited quarterly financial statements presented in its
consolidated financial statements for the year ended December 31, 2005 and in
the comparative financial information for March 31, 2005, June 30, 2005 and
September 30, 2005 which will be included in the Company's quarterly reports on
Form 10-Q during 2006.

Management has discussed the matters disclosed in this filing with Deloitte &
Touche LLP, the Company's independent registered public accounting firm.

Item 9.01.     Financial Statements and Exhibits

               (d)     Exhibit

                       99     Press Release dated March 24, 2006




                                       4






                                    SIGNATURE

         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.

                                            SEA CONTAINERS LTD.


                                            By: /s/ Edwin S. Hetherington
                                                -------------------------
                                                Edwin S. Hetherington
                                                Vice President, General Counsel
                                                and Secretary
Date: March 24, 2006











                                        5





                                  EXHIBIT INDEX

Exhibit
Number                   Description
- -------      -----------------------------------

  99         Press Release dated March 24, 2006











                                       6

EX-99

                                                                      EXHIBIT 99



                    SEA CONTAINERS TO EXIT THE FERRY BUSINESS


o    Total fourth quarter 2005 charge of approximately $500 million:
     $415 million relates to ferry business, $85 million for containers

o    Sale process of Silja business and other ferry assets progressing

o    Filing 2005 Form 10-K annual report delayed; 2005 quarterly financial
     statements to be restated


Hamilton, Bermuda, March 24, 2006. Sea Containers Ltd (NYSE: SCRA and SCRB,
www.seacontainers.com) announced today that at a meeting on March 20, 2006, the
Board of Directors decided that the Company will withdraw completely from the
ferry business. This decision, together with other matters outlined below,
results in a total impairment charge in the fourth quarter of 2005 of
approximately $500 million.

Sea Containers Ltd. will conduct a conference call today at 11.00am EST which is
accessible at 212-231-6046.

On November 3, 2005, the Company announced that it had begun a process of
restructuring its ferry division, and that it would be entertaining offers to
buy the core business of Helsinki-based Silja Oy Ab, which includes eight
vessels operating on three routes in the Baltic. The Company also announced its
intention to sell or charter out several additional ferry vessels and to
entertain offers to buy its SeaStreak business in New York. As a result of this
restructuring, the Company announced an impairment charge of $99 million, of
which $19 million was recorded in the 2005 third quarter results. These amounts
were preliminary and subject to adjustment, based on changes in the
restructuring plan.

At the time of the November announcement, it was uncertain whether Silja would
be sold and, if so, what price could be obtained for the business. Subsequent to
the announcement, the sale process was begun. Indications of interest and
independent valuations of the Silja business were received, and preliminary bids
for Silja's core business were received in January.

The Company also announced in November that it had identified specific
containers to be sold, obsolete spare parts and manufacturing machinery no
longer required and stated that, as a result, it would take an asset impairment
charge of $30 million.

This announcement updates and provides further details regarding the previously
disclosed asset impairments.

As a result of the proposed Silja sale, the management of the Company began to
consider the possibility of withdrawing completely from the ferry business. In
that connection, management of the Company engaged in the process of evaluating
the recoverability of all of its long-lived ferry assets. Similarly, management
of the Company began a process to evaluate the recoverability of all of its
container assets. In the course of these processes, the Board of Directors has
met on several occasions since November 3, 2005 to consider the proposals of
management.





At the meeting of the Board held on March 20, 2006, the processes were concluded
and management's proposals relating to these ferry and container matters were
approved. The Company will recognize a non-cash pre-tax charge of approximately
$500 million in the fourth quarter 2005, which includes the previously estimated
fourth quarter 2005 impairment charge of $112 million reported in the November
announcement. Of this approximate $500 million, approximately $415 million
relates to the ferry business, and approximately $85 million relates to the
container business. Further details regarding those charges are set forth below.


Ferries
- -------

Following the decisions announced in November, management of the Company
began a process to entertain offers to sell its Silja business, including all
related vessels. The sales process has continued to progress and the Company has
obtained an indication of the range of sales prices likely to be achieved.

In accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets ("SFAS 144"), the Silja business will be classified as "held
for sale" at December 31, 2005 and the related assets will be written down to
fair value, less cost to sell. The operations of the Silja business, including
related impairments, will be presented as discontinued operations in the
Company's 2005 financial statements.

Because of the possibility of withdrawing completely from the ferry business, it
was more likely than not at December 31, 2005 that there would be disposals of
the Company's other six vessels in the ferry division prior to the end of their
previously estimated useful lives. For this reason, an impairment review of
these vessels was undertaken in accordance with SFAS 144. Based on this review,
impairment charges will be recorded on these vessels at December 31, 2005.

The total impairment of ferry assets to be recorded in the fourth quarter 2005
is estimated to be approximately $415 million on a pre-tax basis. The write-down
is non-cash in nature.


Containers
- ----------

Subsequent to the November announcement, the Company has identified additional
containers being held for sale at December 31, 2005, which has increased the
previously estimated charge to approximately $40 million. The expected loss on
these sales initiated an impairment review on the Company's entire container
fleet in accordance with SFAS 144. This review was done at a container-class
level and determined that the carrying amount of one class of containers,
refrigerated containers, was not fully recoverable. It has been estimated that
an impairment charge will be recognized on these containers of approximately $40
million. In addition, $5 million of goodwill relating to container operations
will be written off.

Thus the total impairment of container assets to be recorded in the fourth
quarter 2005 is estimated to be approximately $85 million on a pre-tax basis.
The write-down is non-cash in nature.





Debt Covenants
- --------------

The pre-tax asset impairment charges of approximately $500 million described
above will reduce the Company's net worth by approximately $475 million after
recognition of foreign currency translation consequences when the related assets
are sold, with the result that the Company will not be able to comply with
certain net worth covenants in certain of its bank borrowing agreements. The
Company is currently in discussions with the bank lenders regarding appropriate
covenant waivers or amendments. Professional advisors have been appointed to
assist the Company.


Other Matters: Orient-Express Hotels Sale Gain
- ----------------------------------------------

On March 20, 2006, the Company concluded that it would restate its condensed
consolidated financial statements for the three months ended March 31, 2005, the
six months ended June 30, 2005 and the nine months ended September 30, 2005 to
correct the accounting related to the sale in March 2005 of shares in its
Orient-Express Hotels investment, which was accounted for in the Company's
financial statements in accordance with the equity method of accounting. The
correction reduces the gain on the sale of Orient-Express Hotels shares by
$10.3 million for the three months ended March 31, 2005, the six months ended
June 30, 2005 and the nine months ended September 30, 2005 from the previously
reported $41.1 million to $30.8 million. The correction is the result of an
error in the accounting for the release of accumulated foreign currency exchange
reserves related to this equity method investment. The change increases net
losses in these periods, but has no impact on previously reported shareholders'
equity and is a non-cash charge. As a result of the correction, the condensed
consolidated financial statements for the interim periods ended March 31, 2005,
June 30, 2005 and September 30, 2005, previously filed with the U.S. Securities
and Exchange Commission, should no longer be relied upon.

The Company expects to reflect the effects of these restatements in the
comparative unaudited quarterly financial statements presented in its
consolidated financial statements for the year ended December 31, 2005 and in
the comparative financial information for March 31, 2005, June 30, 2005 and
September 30, 2005 which will be included in the Company's quarterly reports on
Form 10-Q during 2006.


CEO Comments
- ------------

Robert MacKenzie, President and Chief Executive of Sea Containers, said, "The
additional write-downs announced today reflect decisions made by the Sea
Containers Board following a rigorous management-driven process of analyzing the
Company's businesses, in the light of changing market conditions, recent trading
performance and with a focus on future sustainable cash flows. Our objective is
to reduce the central cost structure and direct management attention on the core
independent businesses of marine container leasing, including GE SeaCo, and our
GNER rail franchise. The Board will continue to review opportunities for the
disposal of its non-core activities.

"We are in dialogue with the Company's banks in order to amend or waive
compliance with covenants. Management has been encouraged by the initial
response from these institutions to work with us to resolve these matters.





"At a commercial level there is progress. Silja's core business has attracted a
range of highly qualified bidders with the second round of bids due shortly.
Indications are that a sale of the core business can be completed in the second
quarter, with the sale of most or all of the remaining ferry assets contemplated
during the course of the year.

"The filing of the Company's 2005 Form 10-K annual report with the U.S.
Securities and Exchange Commission will be delayed into April in order to allow
adequate time to resolve the various bank covenant issues and finalize
outstanding accounting matters.  The report will be filed as soon as
practicable," he concluded.

                                    * * * * *

This news release contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. These include
statements regarding reorganization plans, sustainable cash flow, cost
reductions and similar matters that are not historical facts. 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 transport markets in which the company operates of
terrorist activity and any police or military response, varying customer demand
and competitive considerations, inability to sustain price increases or to
reduce costs, fluctuations in interest rates and currency values, variable fuel
prices, uncertainty of negotiating and completing proposed sale, chartering or
disposal transactions, realization of asset sales proceeds less than related
mortgage debt, inadequate sources of capital and unacceptability of proposed
finance terms and inability to reduce debt, inability to agree necessary waivers
or amendments of bank lending covenants resulting in bank loan agreement
defaults, possible rating agency downgrades of the company and its debt
securities, global, regional and industry economic conditions, shifting patterns
and levels of regional passenger travel, seasonality and adverse weather
conditions, possible lay-up of ships that cannot be sold, chartered out or
redeployed and incurrence of lay-up costs, potential incurrence of disposal
losses, restructuring charges and asset write-offs greater than currently
estimated, and legislative, regulatory and political developments. Further
information regarding these and other factors is included in the filings by the
company with the U.S. Securities and Exchange Commission.

                                    * * * * *

Sea Containers Ltd. will conduct a conference call today, Friday March 24, 2006,
at 11.00am EST which is accessible at 212-231-6046. A re-play of the conference
call will be available until 5.00pm EST on Friday, March 31, 2006 and can be
accessed by calling 800-633-8284 (International dial-in #: 402-977-9140) and
entering reservation number 21285694. The call will be broadcast live and a
re-play will also be available on the Company's website: www.seacontainers.com.

For further information:

Lisa Barnard
Director of Communications, Sea Containers group of companies
Tel: +44 207 805 5550
Email: lisa.barnard@seacontainers.com

Investor Relations enquiries:
William W. Galvin III, The Galvin Partnership
Tel: +1 (203) 618 9800
Email: wwg@galvinpartners.com