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

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                               SEA CONTAINERS LTD.
                               -------------------
                                (Name of Issuer)

                   Class A Common Shares, par value $.01 each
                   ------------------------------------------
                         (Title of Class of Securities)

                                   811371 70 7
                                   -----------
                                 (CUSIP Number)

                               Vincent Monte-Sano
                          Carter Ledyard & Milburn LLP
                     2 Wall Street, New York, New York 10005
                                 (212) 732-3200
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 March 20, 2006
             ------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent. *The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).








CUSIP No. 811371 70 7

1    NAME OF REPORTING PERSON:  James B. Sherwood
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITLES ONLY):
     Not Applicable

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:              (a) [ ]
                                                                    (b) [x]

3    SEC USE ONLY

4    SOURCE OF FUNDS:  Not Applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) or 2(e):                                             [ ]

6    CITIZENSHIP OR PLACE OF ORGANIZATION: United States


   NUMBER OF      7     SOLE VOTING POWER: 1,009,096 Shares
    SHARES
 BENEFICIALLY     8     SHARED VOTING POWER:   -0-
   OWNED BY
    EACH          9     SOLE DISPOSITIVE POWER: 1,009,096 Shares
  REPORTING
 PERSON WITH      10    SHARED DISPOSITIVE POWER:   -0-


11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON: 1,009,096 Shares

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  3.8%

14    TYPE OF REPORTING PERSON: IN


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     This is  Amendment  No.  5 to the  Statement  on  Schedule  13D of James B.
Sherwood, relating to his beneficial ownership of the class A common shares, par
value $.01 each (the "SCL A Shares"),  of Sea Containers Ltd., a Bermuda company
("SCL").  Except as amended  below,  the  information in the Schedule 13D of Mr.
Sherwood as previously  amended  through  Amendment No. 4 remains  substantially
unchanged and in full effect.

Item 3. Source and Amount of Funds or Other Consideration

     ITEM 3 IS HEREBY AMENDED TO ADD THE FOLLOWING:

     Not applicable.

Item 4. Purpose of Transaction

     ITEM 4 IS HEREBY AMENDED TO ADD THE FOLLOWING:

     Mr.  Sherwood  retired as the Chairman of the Board of SCL effective  March
20, 2006. Mr.  Sherwood may sell any or all of his SCL A Shares (i) as permitted
by the applicable  provisions of Rule 144 under the Securities Act of 1933, (ii)
pursuant to  paragraph  (k) of Rule 144 once he has not been an  "affiliate"  of
SCL's for three months,  or (iii) in compliance with other available  exemptions
from registration under the Securities Act of 1933.

     Apart from the  abovementioned  sales of SCL A Shares,  Mr. Sherwood has no
present plans or proposals which relate to or would result in:

          (a)  the acquisition by any person of additional securities of SCL, or
               the disposition of securities of SCL;

          (b)  an  extraordinary  corporate  transaction,   such  as  a  merger,
               reorganization,  or  liquidation,  involving  SCL  or  any of its
               subsidiaries;

          (c)  a sale or transfer  of a material  amount of the assets of SCL or
               any of its subsidiaries;

          (d)  any change in the present  board of  directors or  management  of
               SCL,  including any plan or proposal to change the number or term
               of directors or to fill any existing vacancies on the board;

          (e)  any  material  change in the present  capitalization  or dividend
               policy of SCL;

          (f)  any  other  material   change  in  SCL's  business  or  corporate
               structure;

          (g)  changes in SCL's  charter or by-laws or other  actions  which may
               impede the acquisition of control of SCL by any person;

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          (h)  a class of  securities  of SCL  being  delisted  from a  national
               securities  exchange or ceasing to be  authorized to be quoted in
               an  inter-dealer   quotation  system  of  a  registered  national
               securities association;

          (i)  a  class  of  equity  securities  of SCL  becoming  eligible  for
               termination of registration  pursuant to Section  12(g)(4) of the
               Securities Exchange Act of 1934; or

          (j)  any action similar to any of those enumerated above.

Item 5. Interest in the Securities of the Issuer

     ITEM 5 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

     (a) and (b) Mr. Sherwood currently is the beneficial owner of 1,009,096 SCL
A Shares, or approximately 3.8% of those outstanding.

     The  foregoing  does not include an  aggregate of  12,900,000  SCL A Shares
issuable  upon  conversion  of a like number of the class B common  shares,  par
value  $.01  each,  of SCL (the  "SCL B  Shares").  These  shares  are  owned by
Contender  2 Ltd.,  a  Bermuda  company  and a  wholly-owned  subsidiary  of SCL
("Contender").   Under  Bermuda  law,  the  shares  owned  by  subsidiaries  are
outstanding and may be voted.  Voting and dispositive  power with respect to the
SCL B Shares owned of record by Contender is exercised by  Contender's  board of
directors,  of which Mr.  Sherwood was one of five members until March 20, 2006.
Mr. Sherwood has always disclaimed,  pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, that he is the beneficial  owner of the SCL B Shares owned
by Contender and its predecessor  companies for purposes of Section 13(d) or (g)
of the said Act,  as well as the SCL A Shares  into  which such SCL B Shares are
convertible.

     (c)  Since  the  filing  of the most  recent  amendment  to this  Statement
(Amendment No. 4) on May 7, 2003, Mr. Sherwood has not effected any transactions
in the SCL A Shares,  except that on May 16, 2006,  he  converted  978,596 SCL B
Shares into 978,596 SCL A shares.

     (d) No person  other than Mr.  Sherwood  has the right to  receive,  or the
power to direct the receipt of,  dividends  from,  or the proceeds from the sale
of, the SCL A Shares beneficially owned by him.

     (e) As a result of  increases  in the SCL A Shares  outstanding,  occurring
mainly in connection with exercises of employee stock options and conversions of
SCL B Shares into SCL A Shares,  Mr.  Sherwood  has ceased to be the  beneficial
owner of more than five percent of the outstanding SCL A Shares,  and thus is no
longer subject to the  requirements  of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 with respect to his beneficial ownership,  acquisitions and
dispositions of SCL A Shares.


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                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  May 31, 2006



                                            /s/James B. Sherwood
                                            --------------------
                                            James B. Sherwood





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