Exhibit (a)(3)


            Sun International Hotels Limited 1997 Stock Option Plan, as amended.

May 24, 2002

Dear ___________:

As we focus on the future direction of our Company, and our strategic plans for
growth throughout the world, we know that our ability to execute these plans is
based primarily on the key people we employ. We believe in the long-term value
of our Company, and are committed to the team of talented people who are
responsible for our past and future successes.

To that end, I am pleased to inform you that the Board of Directors of Sun
International has authorized a one-time options exchange program for employees
who currently hold options to purchase SIH stock at an exercise price of $32 or
above.

Under separate cover, you will receive specific information about the terms and
conditions of the program and how to participate. Please take the time to review
the information, and to consider if you wish to participate. If you have any
questions, please feel free to contact Monica Digilio at (954) 713-1505 or John
Allison at (954) 713-2650.

Thank you for your contribution to the success of our Company.

Best regards,


Butch Kerzner