SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________

Commission File Number:  0-22622


CREATOR CAPITAL LIMITED
(Exact name of registrant as specified in its charter)

              BERMUDA
(State or other Jurisdiction of
Incorporation or Organization)
         98-0170199
    (I.R.S. Employer
Identification Number)


CEDAR HOUSE
41 CEDAR STREET
HAMILTON  HM12   BERMUDA
(Address of principal executive offices)

(604) 947-2555
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements
for the past 90 days.  Yes __X__  No _____

The registrant had 50,103,529 shares of common stock outstanding as of May
15, 2001.

Exhibit index is located on page 12.




CREATOR CAPITAL LIMITED

INDEX



PART I. FINANCIAL INFORMATION	PAGE

Item 1. Consolidated Financial Statements

	Consolidated Balance Sheets - March 31, 2001, March 31, 2000
and December 31, 2000	3

	Consolidated Statements of Operations - Three Months ended
March 31, 2001 and March 31, 2000	4

	Consolidated Statements of Cash Flows - Three Months ended
March 31, 2001 and March 31, 2000	5

	Notes to Consolidated Financial Statements	6


Item 2. Management's Discussion and Analysis of Financial Condition and	10
	Results of Operations


PART II. OTHER INFORMATION

Item 6.(a) Exhibits	11




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

CREATOR CAPITAL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


ASSETS


March 31,

March 31,

December 31,

2001

2000

2000
Current Assets






Cash and cash equivalents
$       107,109

$         70,140

$        74,314

Accounts and notes receivable,
183,915

125,080

161,900

Prepaid expenses
59,255

58,783

76,755

Total current assets
350,279

254,003

312,969






Furniture, fixtures and equipment, at cost
445,916

443,936

451,175

Less:  accumulated depreciation
(313,126)

226,381

 (293,222)

Furniture, fixtures and equipment, net
132,790

217,555

157,953






Website
3,266

--

--
Game software (net of amortization)
70,213

351,060

140,425






Goodwill (net of amortization)
--

444,680

17,103

Total assets
556,548

$     1,267,298

$     628,450






LIABILITIES AND SHAREHOLDERS' EQUITY











Current liabilities






Accounts payable and accrued expenses
236,627

894138

$     244,168

Accrued Dividends
965,194



878,454

Notes Payable
18,000



18,000

Total current liabilities
1,219,821

894,138

1,140,622







Notes payable, long term
66,322



67,822

1,286,143

894,138

1,208,444
Shareholders' equity






Class A preferred shares, $0.01 par value,






authorized - 3,000 shares, outstanding - 2,237 shares
22

22

22

Class B preferred shares, $0.01 par value, authorized -






5,000,000 shares, outstanding - 1,955 and 2,075 shares
20

21

21

Common shares, $0.01 par value authorized - 50,000,000







shares; outstanding 50,583,529 and 50,000,000 shares
504,800

500,000

500,000

Additional paid-in-capital
65,611,514

65,616,313

65,616,313

Accumulated deficit
(66,845,951)

(65,743,195)

(66,696,350)

(729,595)

373,161

(579,994)

Total liabilities and shareholders' equity
556,548

$   1,267,299

$     628,450



CREATOR CAPITAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


Three Months Ended March 31,

2001

2000

Revenue
$    151,210

$    127,880

Operating Expenses




General and administrative
58,683

66,530

Consulting and contract labor
51,990

21,797

Marketing
-

400

Legal
2,119

7,018

Depreciation and amortization
109,743

178,441


222,535

274,186


(71,325)

(146,306)
Other (Income) and Expense




Interest expense
-

-

Interest income
465

404










Net loss
$     70,860

$     145,902





BASIC AND DILUTED LOSS PER SHARE



Numerator for basic and diluted loss per share:




Net loss
70,860

145,902

Preferred stock dividends
86,740

60,280

Loss to common shareholders
$   157,600

$   206,182





Denominator for basic and diluted loss per share:




Weighted average shares outstanding
50,000,000

50,000,000





Net loss per share
$      0.003

$      0.004





CREATOR CAPITAL LIMITED AND SUBSIDIARIES
STATEMENTS OF CASH FLOW
(UNAUDITED)


Three Months

Three Months

Ended

Ended

March 31,

March 31,

2001

2000




OPERATING ACTIVITIES



Net Loss
$     (70,860)

$      (145,902)
Reconciliation of net loss to net cash used in operating activities:




Depreciation and amortization
109,743

182,171

Non-cash interest expense
 -

-

Other

 -

-

Changes in assets/liabilities: (excluding effect of acquisition)




Accounts receivable
(22,015)

(32,599)

Prepaid expenses
17,500

30,323

Other assets
 -

-

Accounts payable and accrued expenses
79,198

39,642

Net cash provided by (used in) operating activities
113,567

73,635




INVESTING ACTIVITIES




Website development
(3,266)

-

Net cash provided by (used in) investing activities
(3,266)

-




FINANCING ACTIVITIES




Sale of Equipment
2,734

-

Notes payable
(1,500)

-

Preferred stock dividends
(78,740)

(60,280)

Net cash provided by (used in) financing activities
(77,506)

(60,280)





Net increase in cash
32,795

13,355

Cash, beginning of period
74,314

56,785

Cash, end of period
$      107,109

$       70,140





CREATOR CAPITAL LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - NATURE OF OPERATIONS

The consolidated financial statements of Creator Capital Limited and
Subsidiaries ("CCL" or the
"Company") included herein have been prepared pursuant to the rules and
regulations of the Securities
and Exchange Commission ("SEC").  In management's opinion, these financial
statements include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the
results of operations for the interim periods presented.  Pursuant to SEC
rules and regulations, certain
information and footnote disclosures normally included in financial
statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these statements
unless significant changes have taken place since the end of the most recent
fiscal year.  For this reason,
the consolidated financial statements and notes thereto should be read in
conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-K for
the year ended
December 31, 2000.

The Company is a Bermuda exempted company, which, on September 27, 2000
changed its name to
Creator Capital Limited, and in June 1997, changed its name to Interactive
Entertainment Limited ("IEL")
from Sky Games International, Ltd. ("SGI").  The Company's activities had
been focused on providing
inflight gaming software and services by developing, implementing and
operating a computer-based
interactive video entertainment system of gaming and other entertainment
activities on, but not limited to,
the aircraft of international commercial air carriers.  In November 1998, the
Company ceased operations
of its inflight gaming business and currently, the Company is concentrating
on its Sky Play entertainment
games business.

On January 13, 1998, the Company completed the acquisition of all the
outstanding capital stock of Inflight
Interactive Limited ("IIL") in exchange for 500,000 shares of the Company's
$.01 par value common stock
(the "Common Stock").  IIL is a United Kingdom developer and provider of
amusement games to the
airline industry.  The games are marketed under the name Sky Play and, as of
March 31, 2001, currently
are operating on a number of airlines:  Air China, American Airlines, Cathay
Pacific, Continental, Egyptair,
Emirates, Lauda Air and Malaysia Airlines.  The purchase agreement provides
for the Company to issue
up to 250,000 additional shares of Common Stock to the previous owners of IIL
upon achievement of
certain milestones regarding implementation of the Company's Sky Games gaming
software with an
international airline to be designated by the parties.  The acquisition was
accounted for using the purchase
method.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned
subsidiaries:  Sky Games International Corp. (a Nevada corporation), Creator
Island Equities Inc. (a
Yukon Territory corporation), and Inflight Interactive Limited (a U.K.
corporation).  All material
intercompany transactions have been eliminated in consolidation.

Goodwill

The goodwill, which arose from the acquisition of IIL, is being amortized on
a straight-line basis over three
years.  It is now amortized out.

Software Development

All software production costs have been capitalized until the software was
available for general release to
customers in accordance with the provisions of Statement of Financial
Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed."
Amortization of the software costs over a three-year period started in June
1998.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive
Income," ("SFAS No. 130") effective January 1, 1998.  SFAS No. 130
established standards for the
reporting and display of comprehensive income and its components in a full
set of general-purpose
financial statements.  The Company's comprehensive income (loss) is
substantially equivalent to net
income (loss) for the three months ended March 31, 2000 and 1999,
respectively.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles
requires management to make estimates and assumptions that affect amounts
reported in the financial
statements and accompanying notes and in determining the impairment of long-
lived assets.  Actual
results could differ from those estimates.


NOTE 3 - ACQUISITION OF MINORITY INTEREST

Prior to June 17, 1997, the Company operated its principal business
activities under the name Sky Games
International, Ltd. through its indirectly 80%-owned subsidiary then known as
Interactive Entertainment
Limited ("Old IEL").  The remaining 20% of Old IEL was held by an affiliate
of Harrah's Entertainment, Inc.
(which, together with its affiliates, is referred to herein as "Harrah's").
Harrah's also managed the
operations of Old IEL pursuant to a management agreement effective December
30, 1994, (the
"Management Agreement").

Effective June 17, 1997, pursuant to a Plan and Agreement of Merger and
Amalgamation dated May 13,
1997; Old IEL was merged into the Company (the "Amalgamations").  As part of
the Amalgamations, the
Management Agreement with Harrah's was terminated.  Harrah's received a total
of 5,879,040 shares of
Common Stock in exchange for its 20% ownership interest in Old IEL and as
consideration for the
termination of the Management Agreement.  The Amalgamation has been accounted
for under the
purchase method.  The shares issued to Harrah's were valued at $26,255,793
based on the average
quoted market price of the Company's Common Stock when the Amalgamations were
announced, or
$4.466 per share.


NOTE 4 - SHAREHOLDERS' EQUITY

In December 1994, the Company discontinued an engineering and marketing
arrangement with B/E
Aerospace, Inc. ("BEA").  As part of the termination, the Company issued to
BEA a promissory note in the
original principal amount of $2.5 million at 12% per annum.  On February 28,
1997, an agreement was
reached with BEA to exchange the note, in the amount of $2,737,000, including
accrued and unpaid
interest, for Class A Preference Shares at $1,000 per share.  The exchange
for 2,737 Class A Preference
Shares was completed in June 1997.  During 1998, the Company and BEA agreed
that the Company
would redeem the Class A Preference Shares in installments beginning June 30,
1998.  The Company
redeemed 500 shares at their redemption price of $1,000 per share during
1998, but has been unable to
redeem additional shares.

The Class A Preference Shares are convertible at any time into a number of
shares of Common Stock
determined by dividing $1,000 per share of Class A Preference Shares, plus
any accrued and unpaid
dividends thereon by: (i) prior to August 31, 1999, a conversion price equal
to 65% of the average mean of
the closing bid and ask prices of the Common Stock for the 20 trading days
prior to the conversion (the
"Market Price") and (ii) after August 31, 1999, a conversion price equal to
60% of the Market Price.
Dividends on the Class A Preference Shares are cumulative and payable
quarterly at an annual dividend
rate of 9%.  The Company, at its option, may redeem the Class A Preference
Shares, in whole or in part,
at any time and from time to time, at a redemption price of $1,000 per share
plus any accrued and unpaid
dividends thereon.  The Company is not required to redeem the Class A
Preference Shares.  Upon
liquidation, holders of the Class A Preference Shares will be entitled to
repayment of an amount equal to
$1,000 per share plus accrued and unpaid dividends, prior to any
distributions to holders of common
Stock.  Unpaid dividends of $301,779 were in arrears as of March 31, 1999 and
are included on the
Consolidated Balance Sheets in Accounts Payable and Accrued Expenses.  The
Class A Preference
Shares does not have any voting rights.

As part of the Amalgamation, Harrah's entered into the "Registration and
Preemptive Rights Agreement"
under which, among other things, Harrah's has the right to receive additional
shares of Common Stock at
$.01 per share in order to maintain their ownership percentage in the Company
in the event that the Class
A Preference Shares held by BEA are converted into Common Stock.  The value
of any such shares of
Common Stock issued to Harrah's will be accounted for as an adjustment to the
purchase price incurred
in the Amalgamation when and if such shares are issued.

On December 17, 1997, the Company issued 1,000 shares of Series A Convertible
Preference Shares of
the Company's Class B Preferred Stock to two investors for a total
consideration of $1,000,000.  The
Class B Series A Preferred Shares are convertible into a number of shares of
Common Stock, determined
by dividing the stated value of $1,000 per share by the lesser of: $3.2038
(the "Fixed Conversion Price")
and a price (the "Floating Conversion Price") calculated by (i) determining
the average of the three lowest
closing bid prices for the Common Stock during the thirty trading days
occurring immediately prior to, but
not including, the conversion date, and (ii) multiplying such average by 85%.
On July 24, 1998, the
Company issued 2,000 shares of the Class B Series A Preferred shares to the
same investors for an
aggregate purchase price of $2,000,000.  Dividends are cumulative and may be
paid, at the option of the
Company and with prior notice, in additional shares of Common Stock at an
annual dividend rate of 8%.
Warrants for the purchase 185,152 shares of Common Stock were issued in
connection with the issuance
of the Class B Series A Preferred Shares.  The warrants, which have an
exercise price of $3.2038, are
exercisable beginning June 17, 1998 and expire on December 17,
1999.  The original purchasers of the Company's Class B Series A Preferred
Shares converted 600 of the
shares into Common Stock, retained 120 shares, and sold the remaining 2,280
shares in private sales.
As of September 30, 1999, 1,280 shares of the Class B Series A Preferred
Shares had been submitted for
conversion into 28,550,710 shares of Common Stock.  All Common Stock issuable
upon the conversions
has been issued except for 3,492,426 shares which the Company lacks the
authority to issue since
issuance would cause the Company to exceed its maximum authorized capital.
Subsequent to the
conversions, the holders of the Class B Series A Preferred Shares agree to
amend the conversion terms
so that the Floating Conversion Price will not be less than $0.25 per share.

As of February 20, 1998, the Company sold 300 shares of Class B Series B
Convertible Preferred Stock
at $1,000 per share.  The Class B Series B Convertible Preferred Shares have
the same dividend and
conversion features as the Class B Series A Preferred Shares.  The investor
also received a warrant to
purchase 18,515 shares of Common Stock at a price of $3.2038 for 18 months.
As of September 30,
1999, 38 shares of the Series B Class B shares had been converted into Common
Stock and 262 shares
remained outstanding.

Unpaid dividends of $250,127 were in arrears as of March 31, 2000 and are
included on the Consolidated
Balance Sheets in accounts payable and accrued expenses.  The Class B
Preference Shares do not have
any voting rights.


NOTE 6 - AGREEMENT REGARDING REDEMPTION OF PERFORMANCE SHARES

When the Company acquired the rights to the inflight gaming software from Sky
Games International, Inc.
("SGII") on November 7, 1991, a portion of the consideration was 3,000,000
shares of Common Stock
which, according to then applicable requirements, were placed in escrow, to
be released on the basis of
one share for each U.S. $1.78 of net cash flow generated from the assets over
a ten-year period (the
"Performance Shares").  2,000,000 of the Performance Shares were issued to
SGII (87% of the
outstanding stock of which was owned by James P. Grymyr, formerly a director
of the Company, and his
wife) and 1,000,000 shares were issued to Anthony Clements, a director of the
Company.  An additional
525,000 shares, which were issued to Dr. Rex E. Fortescue, formerly a
director of the Company, are held
in the escrow on the same terms and are also included as Performance Shares.
Each of Messrs.
Clements and Fortescue, as of April 30, 1997, agreed to allow the Company to
redeem and cancel the
Performance Shares when and if they are released from escrow for any reason
whatsoever (the
"Redemption Agreement").  As consideration for such agreement to tender the
Performance Shares for
cancellation by the Company in the event they are ever released from the
escrow, the Company has
issued 508,333 shares of Common Stock, respectively.  SGII, as of April 30,
1997, also agreed that it
would tender the 2,000,000 Performance Shares, which it holds for
cancellation by the Company when
and if such Performance Shares are released from escrow for any reason
whatsoever (the "Redemption
and Cancellation Agreement").  As consideration of such agreement, in
February 1997, the Company
expensed the outstanding balance of a note made by SGII to the Company in the
approximate amount of
$550,000 and issued to SGII 80,590 shares of Common Stock.  In the event the
Performance Shares are
not released prior to six months after the end of the Company's financial
year ending in the year 2002, the
Performance Shares will automatically be canceled in accordance with the
terms of the escrow
agreement.

As part of the agreements to allow the redemption and cancellation of the
Performance Shares, the
holders of the Performance Shares have issued an irrevocable proxy to a bank
which has agreed not to
vote the Performance Shares at any General Meeting of Shareholders or
otherwise.  The irrevocable
proxy and the agreement not to vote the Performance Shares will terminate
upon the cancellation of the
Performance Shares.  The escrow agent is prohibited from canceling the
Performance Shares under the
escrow agreement.

Although the Performance Shares have no rights they are still issued and
outstanding, therefore they are
included in the per share calculations for all periods presented.  Effective
December 31, 2000 they are
considered outstanding for financial statement purposes



Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Recent Developments

On January 5, 1999, the Company's Common Stock was delisted from the Nasdaq
SmallCap Market for
failing to maintain a bid price greater than or equal to $1.00 per share for
the prior thirty consecutive
trading days.  Maintenance of a $1.00 stock price is required for continued
listing of the Company's
Common Stock on the Nasdaq SmallCap Market.  The Common Stock currently
trades through the OTC
Bulletin Boardr which is a regulated quotation service of the NASDAQ Stock
Market, Inc.

Delisting of the Company's Common Stock from the Nasdaq SmallCap Market
placed the Company in
default of certain agreements related to the sale of the Class B Preference
Shares.  A default requires the
Company to redeem the remaining outstanding Class B Preference Shares at 130%
of the stated value of
the shares.  The Company does not currently have the resources to redeem such
shares.  The Company
is currently in default under its Registration Rights Agreement with the
holders of the Class B Preference
Shares.

Overview

Creator Capital Limited ("CCL" or the "Company"), formerly known as
Interactive Entertainment Limited
("IEL"), is a Bermuda exempted company, which was incorporated on January 28,
1981.  The Company's
activities had been focused on providing inflight gaming software and
services by developing,
implementing and operating a computer-based interactive video entertainment
system of gaming and
other entertainment activities on, but not limited to, the aircraft of
international commercial air carriers.

On November 12, 1998, the Company announced that it had been unable to
attract the additional capital
necessary for continued development of its Sky Games inflight gaming business
and that it had
discontinued all operations associated with the Sky Games product line. The
Company stated that it would
refocus its business efforts to concentrate exclusively on its non-gaming
inflight Sky Play PC games,
customers and business.  All employees were terminated as of November 13,
1998.  Those former
employees retained on a part-time contract basis to assist with the
management of Sky Play are no longer
so retained.  Two former employees, through their corporate entity, have been
formally contracted to
attend to the Sky Play business.  The discontinuation of the Sky Games
business has not had an adverse
impact on the Sky Play business.

On January 13, 1998, the Company completed the acquisition of all the
outstanding stock of Inflight
Interactive Limited ("IIL") in exchange for 500,000 shares of the Company's
Common Stock.  IIL is a U. K.
developer and provider of amusement games to the airline industry marketed
under the name Sky Play.
IIL's games are currently operating on approximately 128 aircraft of a number
of airlines, including Air
China, American Airlines, Cathay Pacific, Continental, Egyptair, Lauda Air,
Malaysia Airlines, and Virgin
Atlantic.


Results of Operations


Three Months Ended March 31, 2001 and 2000

Revenue from operations for the three months ended March 31, 2001 was
$151,210 compared to
$127,880 during the three months ended March 31, 2000.  Revenue consisted of
fees generated from the
Sky Play amusement games acquired with the purchase of IIL.  The increase in
revenue  reflects the
number of aircraft licensed to use the Company's software has increased.

General and administrative expense increased from $66,530 in the 2000 period
to $134,894 in the 2001
period.

Consulting and contract labor expenses have increased from $21,797 to
$51,990.  Product marketing
decreased from $400.00 to $0 and legal expense dropped from $7,018 to $2,119,
reflecting the closing
down of IEL (Singapore) PTE Corporation.

Depreciation and amortization expenses decreased by $144,909.  The
amortization out of the goodwill
contributed to this drop.


Liquidity and Capital Resources

At March 31, 2001, the Company had a working capital deficit of $869,542.
The accruing preferred share
dividends payable substantially contributed to this deficit.  The Company had
positive cash flow from
operations during the three months ended March 31, 2001.  It has been
sufficient to provide the necessary
funds for marketing, for continued development of the Company's products but
not adequate to fund
payment of the Company's dividend obligations on outstanding preference
shares. The Company has
negotiated a restructuring and reduction of certain amounts owed to two of
its largest creditors and to a
deferred payment plan on these obligations. It is current with these
agreements.


Forward-Looking Information

This Form 10-Q contains forward-looking statements that include among others,
statements concerning
the Company's plans to implement its software products, commence generating
revenue from certain of
its products, expectations as to funding its capital requirements, the impact
of competition, future plans
and strategies, statements which include the words "believe," "expect," and
"anticipate" and other
statements of expectations, beliefs, anticipated developments and other
matters that are not historical
facts.  These statements reflect the Company's views with respect to such
matters.  Management
cautions the reader that these forward-looking statements are subject to
risks and uncertainties that could
cause actual events or results to materially differ from those expressed or
implied by the statements.



PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
EXHIBIT
DESCRIPTION
  2.
Plan and Agreement of Merger and Amalgamation, dated as of May 13, 1997,
among
the Company, SGI Holding Corporation Limited, IEL and Harrah's Interactive
Investment Company. (Incorporated by reference to the same numbered exhibit
to the
Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
  3.i(a)
Articles of Incorporation (Yukon Territory). (Incorporated by reference to
Exhibit 1.1 to
the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC
on October 12, 1993.)
  3.i(b)
Certificate of Continuance (Bermuda). (Incorporated by reference to Exhibit
1.2 to the
Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the
SEC on
September 16, 1996.)
  3.ii
Byelaws as amended. (Incorporated by reference to the same numbered exhibit
to the
Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on July
8,
1998.)
  4.1
Escrow Agreement dated May 27, 1992, as amended, among Montreal Trust Company
of Canada, the Company and certain shareholders. (Incorporated by reference
to
Exhibit 3.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622)
as filed
with the SEC on October 12, 1993.)
  4.2
Redemption Agreement, dated as of February 25, 1997, between the Company and
Anthony Clements and Rex Fortescue. (Incorporated by reference to Exhibit
3.12 to the
Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the
SEC on
September 12, 1997.)
  4.3
Redemption and Cancellation Agreement, dated as of April 30, 1997, between
the
Company and Sky Games International, Inc. (Incorporated by reference to
Exhibit 3.13
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed
with the
SEC on September 12, 1997.)
  4.4
Shareholder Rights Agreement dated June 17, 1997, between the Company and
Harrah's Interactive Investment Company. (Incorporated by reference to
Exhibit 3.15 to
the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC
on September 12, 1997.)
  4.5
Registration and Preemptive Rights Agreement dated June 17, 1997, between the
Company and Harrah's Interactive Investment Company. (Incorporated by
reference to
Exhibit 4(a) to the Registrant's Form 8-K as filed with the SEC on June 27,
1997.)
  4.6
Registration Rights Agreement, dated June 17, 1997, between the Company and
B/E
Aerospace, Inc. (Incorporated by reference to Exhibit 4(b) to the
Registrant's Form 8-K
as filed with the SEC on June 27, 1997.)
  4.7
Subscription Agreement, dated as of October 22, 1997, between the Company and
Henderson International Investments Limited. (Incorporated by reference to
Exhibit
3.22 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed with
the SEC
on July 8, 1998.)
  4.8
Subscription Agreement, dated as of October 22, 1997, between the Company and
Michael A. Irwin. (Incorporated by reference to Exhibit 3.23 to the
Registrant's Quarterly
Report on Form 10-Q/A as filed with the SEC on July 8, 1998.)
  4.9
First Amendment to Registration and Preemptive Rights Agreement dated March
18,
1998 between the Company and Harrah's Interactive Investment Company.
(Incorporated by reference to Exhibit 99.22 to the Registrant's Amended
Registration
Statement on Form S-3 as filed with the SEC on July 15, 1998.)
  4.10
First Amendment to Subscription Agreement between the Company and Henderson
International Investments Limited dated as of April 2, 1998. (Incorporated by
reference
to Exhibit 99.23 to the Registrant's Amended Registration Statement on Form
S-3 as
filed with the SEC on July 15, 1998.)
  4.11
Securities Purchase Agreement between the Company and each of Marshall
Capital
Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.)
and CC
Investments, LDC dated as of December 17, 1997. (Incorporated by reference to
Exhibit 99 to the Registrant's Form 8-K as filed with the SEC on December 24,
1997.)
  4.12
Registration Rights Agreement between the Company and each of Marshall
Capital
Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.)
and CC
Investments, LDC dated as of December 17, 1997 (Incorporated by reference to
Exhibit 4(c) to the Registrant's Form 8-K as filed with the SEC on December
24, 1997.)
  4.13
Securities Purchase Agreement between the Company and Palisades Holding, Inc.
dated February 20, 1998. (Incorporated by reference to Exhibit 99.6 to the
Registrant's
Amended Registration Statement on Form S-3 as filed with the SEC on July 15,
1998.)
  4.14
Registration Rights Agreement between the Company and Palisades Holding, Inc.
dated February 20, 1998. (Incorporated by reference to Exhibit 99.5 to the
Registrant's
Amended Registration Statement on Form S-3 as filed with the SEC on July 15,
1998.)
  4.15
Securities Agreement between the Company and B/E Aerospace, Inc. dated June
25,
1998. (Incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K
filed with
the SEC on July 2, 1998.)
 10.5*
Services Agreement, dated as of November 7, 1995, between IEL and Singapore
Airlines Limited. (Incorporated by reference to Exhibit 3.9 to the
Registrant's Annual
Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16,
1996.)
 10.6*
Software License and Software Services Agreement, dated as of November 7,
1995,
between IEL and Singapore Airlines Limited. (Incorporated by reference to
Exhibit 3.10
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed
with the
SEC on September 16, 1996.)
 10.7
Sublease Agreement dated as of June 5, 1997, between IEL and Harrah's
Operating
Company, Inc. (Incorporated by reference to Exhibit 3.11 to the Registrant's
Annual
Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12,
1997.)
 10.8
Consulting Agreement, dated as of April 30, 1997, between the Company and
James
P. Grymyr. (Incorporated by reference to Exhibit 3.14 to the Registrant's
Annual Report
on Form 20-F (file No. 0-22622) as filed with the SEC on September 12, 1997.)
 10.9*
Software License Agreement dated June 17, 1997, between the Company and
Harrah's Interactive Investment Company. (Incorporated by reference to
Exhibit 3.16 to
the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC
on September 12, 1997.)
 10.10
Continuing Services Agreement dated June 17, 1997, between the Company and
Harrah's Interactive Entertainment Company. (Incorporated by reference to
Exhibit 3.17
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed
with the
SEC on September 12, 1997.)
 10.11
Termination Agreement and Release, dated as of June 17, 1997, among the
Company,
SGI Holding Corporation Limited, IEL, Harrah's Interactive Investment
Company, and
Harrah's Interactive Entertainment Company. (Incorporated by reference to
Exhibit 3.21
to the Registrant's Annual Report on Form 20-F (File No. 0-22622 as filed
with the SEC
on September 12, 1997.)
 27**
Financial Data Schedule.
*   Confidential treatment has been granted.
** Submitted herewith.






Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.


CREATOR CAPITAL LIMITED


May 15, 2001	BY:   "Deborah Fortescue-Merrin"
	President
12