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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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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 September 30,
  2000

or

|_| Transition Report Pursuant to Section 13
  or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to
  __________

Commission file number 1-16017

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ORIENT-EXPRESS HOTELS LTD.(Exact name of registrant as specified in its charter)

|Bermuda                      | 98-0223493         
|---------------------------- | -------------------
|(State or other jurisdiction | (I.R.S. Employer   
|of incorporation or          | Identification No.)
|organization)               

41 Cedar Avenue P.O. Box HM 1179 Hamilton HMEX,
  Bermuda(Address of principal executive offices) (Zip Code)

441 - 295 - 2244(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 |_|

As of October 31, 2000, 28,440,601 Class A common shares and 20,503,877
  Class B common shares of Orient-Express Hotels Ltd. were outstanding, including
  18,044,478 Class B shares owned by subsidiaries of Orient-Express Hotels Ltd.
  and 16,940,601 Class A shares and 2,459,399 Class B shares owned by Sea Containers
  Ltd.

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## QuickLinks

|TABLE OF CONTENTS                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                  
|PART I                                                                                                                                                            
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Consolidated Balance Sheets
      at September 30, 2000 and December 31, 1999                                   
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Statements of Consolidated Operations
      for the Three Months Ended September 30, 2000 and September 30, 1999
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Statements of Consolidated Operations
      for the Nine Months Ended September 30, 2000 and September 30, 1999 
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Statements of Consolidated Cash Flows
      for the Nine Months Ended September 30, 2000 and September 30, 1999 
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Statements of Consolidated Shareholder's Equity                                                                 
|                                                                                                                                                                  
|Orient-Express Hotels Ltd. and Subsidiaries
      Notes to Consolidated Financial Statements                                                                      
|                                                                                                                                                                  
|Management's Discussion and Analysis of
      Financial Condition and Results of Operations                                                                       
|                                                                                                                                                                  
|PART II                                                                                                                                                           
|                                                                                                                                                                  
|ITEM 1.    Legal Proceedings                                                                                                                                      
|                                                                                                                                                                  
|ITEM 2.    Changes in
      Securities and Use of Proceeds                                                                                                        
|                                                                                                                                                                  
|ITEM 6.    Exhibits and
      Reports on Form 8-K                                                                                                                 
|                                                                                                                                                                  
|SIGNATURES                                                                                                                                                        
|                                                                                                                                                                  

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|Orient-Express Hotels Ltd. and
      Subsidiaries                                    |                         
|------------------------------------------------------------------------------------ | ------------------------
|                                                                                     |                         
|Consolidated Balance Sheets                                                          |                         
|                                                                                     |                         
|                                                                                     | September 30,
      2000
|                                                                                     |                         
|                                                                                     | (Dollars in thousands)  
|Assets                                                                               |                         
|Cash                                                                                 | $                       
|Accounts receivable, net
      of allowances of $377
        and $371                |                         
|Inventories                                                                          |                         
|                                                                                     |                         
|Total current assets                                                                 |                         
|                                                                                     |                         
|Property, plant and equipment, less accumulated                                     
|depreciation of $66,992 and $60,051                                                  |                         
|Investments                                                                          |                         
|Intangible assets                                                                    |                         
|Other assets                                                                         |                         
|                                                                                     |                         
|                                                                                     | $                       
|                                                                                     |                         
|Liabilities and Shareholders' Equity                                                
|Working capital facilities                                                           | $                       
|Accounts payable                                                                     |                         
|Accrued liabilities                                                                  |                         
|Deferred revenue                                                                     |                         
|Current portion of long-term
      debt and capital leases                           |                         
|                                                                                     |                         
|Total current liabilities                                                            |                         
|Long-term debt and obligations
      under capital leases                            |                         
|Deferred income taxes                                                                |                         
|                                                                                     |                         
|                                                                                     |                         
|                                                                                     |                         
|Minority interest                                                                    |                         
|                                                                                     |                         
|Shareholders' equity:                                                               
|Class A common shares
      $0.01 par value (120,000,000
        shares authorized): |                         
|Issued - 28,440,601                                                                  |                         
|Class B common shares
      $0.01 par value (120,000,000
        shares authorized): |                         
|Issued - 20,503,877                                                                  |                         
|Additional paid-in capital                                                           |                         
|Retained earnings                                                                    |                         
|Accumulated other comprehensive
      income                                         |                         
|Less: reduction due to class B common shares
      owned                            
|by subsidiaries - 18,044,478                                                         |                         
|                                                                                     |                         
|Total shareholders' equity                                                           |                         
|                                                                                     |                         
|Commitments                                                                          |                         
|                                                                                     |                         
|                                                                                     | $                       
|                                                                                     |                         

See notes to consolidated financial statements.

1

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|Orient-Express Hotels Ltd. and
      Subsidiaries          |     
|---------------------------------------------------------- | ----
|                                                           |     
|Statements of Consolidated Operations                      |     
|                                                           |     
|Three months ended September
      30,                     | 2000
|                                                           |     
|(Dollars in thousands, except per
        share amounts)   |     
|Revenue                                                    | $   
|Equity earnings in unconsolidated companies                |     
|                                                           |     
|                                                           |     
|                                                           |     
|Expenses:                                                  |     
|Depreciation and amortization                              |     
|Operating                                                  |     
|Selling, general and administrative                        |     
|                                                           |     
|Total expenses                                             |     
|                                                           |     
|Earnings from operations before net finance
      costs    |     
|Interest expense, net                                      |     
|Interest and related income                                |     
|                                                           |     
|Net finance costs                                          |     
|                                                           |     
|Earnings before income taxes                               |     
|Provision for income taxes                                 |     
|                                                           |     
|Net earnings                                               | $   
|                                                           |     
|Net earnings per class A and class B
        common share: |     
|Basic and diluted                                          | $   
|                                                           |     

See notes to consolidated financial statements.

2

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|Orient-Express Hotels Ltd. and
      Subsidiaries                                                  |     
|-------------------------------------------------------------------------------------------------- | ----
|                                                                                                   |     
|Statements of Consolidated Operations                                                              |     
|                                                                                                   |     
|Nine months ended September 30,                                                                    | 2000
|                                                                                                   |     
|(Dollars in thousands, except per
        share amounts)                                           |     
|Revenue                                                                                            | $   
|Equity earnings in unconsolidated companies                                                        |     
|Gain on sale of asset                                                                              |     
|                                                                                                   |     
|                                                                                                   |     
|                                                                                                   |     
|Expenses:                                                                                          |     
|Depreciation
      and amortization                                                                |     
|Operating                                                                                          |     
|Selling, general
      and administrative                                                          |     
|                                                                                                   |     
|Total expenses                                                                                     |     
|                                                                                                   |     
|Earnings from operations
      before net finance costs                                            |     
|Interest expense, net                                                                              |     
|Interest and related income                                                                        |     
|                                                                                                   |     
|Net finance costs                                                                                  |     
|                                                                                                   |     
|Earnings before income taxes and cumulative
      effect
        of change in accounting principle |     
|Provision for income taxes                                                                         |     
|                                                                                                   |     
|Earnings before cumulative effect of change
        in accounting principle                        |     
|Cumulative effect of change in accounting
      principle                                          |     
|                                                                                                   |     
|Net earnings                                                                                       | $   
|                                                                                                   |     
|Net earnings/(losses) per class A and class
      B
       common share:                           |     
|Basic and diluted:                                                                                 |     
|Earnings before cumulative
      effect of
           change in accounting principle               | $   
|Cumulative effect of change
      in
           accounting principle                               |     
|                                                                                                   |     
|Net earnings per share                                                                             | $   
|                                                                                                   |     

See notes to consolidated financial statements.

3

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|Orient-Express Hotels Ltd. and
      Subsidiaries                                                   |     
|--------------------------------------------------------------------------------------------------- | ----
|                                                                                                    |     
|Statements of Consolidated Cash
      Flows                                                         |     
|                                                                                                    |     
|Nine months
      ended September 30,                                                               | 2000
|                                                                                                    |     
|(Dollars in thousands)                                                                              |     
|Cash flows from
      operating activities:                                                         |     
|Net earnings                                                                                        | $   
|Add non-cash
      effect of change in
          accounting principle                               |     
|                                                                                                    |     
|                                                                                                    |     
|                                                                                                    |     
|Adjustments
      to reconcile net earnings to net cash
          provided by operating activities: |     
|Depreciation and amortization                                                                       |     
|Undistributed
      earnings and losses of affiliates
          and other non-cash items            |     
|Change in assets and liabilities
      net of
          effects from acquisition of subsidiaries:   |     
|(Increase)/decrease
      in accounts receivable                                                    |     
|Increase
      in inventories                                                                       |     
|Increase/(decrease)
      in accounts payable                                                       |     
|                                                                                                    |     
|Total adjustments                                                                                   |     
|                                                                                                    |     
|Net cash provided by operating
      activities                                                     |     
|                                                                                                    |     
|Cash flows from investing activities:                                                               |     
|Capital expenditures                                                                                |     
|Acquisitions and investments,
      net of
          cash acquired                                  |     
|Proceeds from
      sale of fixed assets                                                            |     
|                                                                                                    |     
|Net cash used in investing activities                                                               |     
|                                                                                                    |     
|Cash flows from financing
      activities:                                                         |     
|Net proceeds from working capital
      facilities
          and redrawable loans                   |     
|Issuance of
      common shares                                                                     |     
|Issuance of long-term debt                                                                          |     
|Principal payments
      under long-term debt                                                       |     
|Movement in SCL investment                                                                          |     
|                                                                                                    |     
|Net cash provided by financing
      activities                                                     |     
|                                                                                                    |     
|Total cash flows                                                                                    |     
|Effect of exchange rate
      on cash                                                               |     
|                                                                                                    |     
|Net increase in cash                                                                                |     
|Cash at beginning of period                                                                         |     
|                                                                                                    |     
|Cash at end of period                                                                               | $   
|                                                                                                    |     

See notes to consolidated financial statements.

4

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|Orient-Express Hotels
      Ltd. and Subsidiaries              |                                                           
|-------------------------------------------------------------- | ----------------------------------------------------------
|                                                               |                                                           
|Statements of Consolidated
      Shareholders' Equity          |                                                           
|                                                               |                                                           
|(Dollars in thousands)                                         | Class A
      Common
      Shares
      at Par
      Value
|                                                               |                                                           
|Balance, January
      1, 2000                                 | $                                                         
|Issuance of class A common 
         shares in public offering |                                                           
|Comprehensive income:                                          |                                                           
|Net earnings on common
      
         shares for the period   |                                                           
|Cumulative
      translation 
           adjustment            |                                                           
|                                                               |                                                           
|                                                               |                                                           
|                                                               |                                                           
|Movement on SCL
         investment                            |                                                           
|                                                               |                                                           
|Balance, September 30, 2000                                    | $                                                         
|                                                               |                                                           

See notes to consolidated financial statements.

5

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|Orient-Express Hotels Ltd. and
      Subsidiaries
|-------------------------------------------------
|                                                 
|Notes to Consolidated Financial
      Statements 
|                                                 

1.      Basis of financial statement presentation

(a)    Accounting policies

Orient-Express Hotels Ltd. (the "Company") is a majority-owned
  subsidiary of Sea Containers Ltd. ("SCL"). The Company and its subsidiaries
  are referred to collectively as "OEHL".

For a description of significant accounting policies and basis
  of presentation, see Notes 1 and 9 to the 1999 consolidated financial statements
  included in the Form S-1 registration statement of the Company (file No. 333-12030).

In the opinion of management, all adjustments necessary to a fair
  statement of the results of the nine months ended September 30, 2000 and 1999,
  which are all of a normally recurring nature, have been reflected in the information
  provided.

(b)    Cumulative effect of a change in accounting principle

In the first quarter of 1999, OEHL adopted AICPA Statement of
  Position 98-5, "Reporting on the Costs of Start-Up Activities", which
  requires that all start-up activities be expensed as incurred. The $2,987,000
  cumulative effect of this change (after reduction for income taxes of $nil)
  is included in earnings for the nine months ended September 30, 1999.

(c)    Net earnings per share

The number of shares used in computing basic and diluted earnings
  per share was as follows (in thousands):

|                                      
|--------------------------------------
|Nine months
      ended September 30, 
|                                      
|Basic                                 
|Diluted                               
|                                      
|                                      
|Three months ended September
      30,
|                                      
|Basic                                 
|Diluted                               

(d)    Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB")
  issued Statement of Financial Accounting Standards No. 133, "Accounting
  for Derivative Instruments and Hedging Activities." This statement requires
  that all derivative instruments,

6

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including certain derivative instruments embedded in other contracts,
  be recorded on the balance sheet as either an asset or liability measured at
  its fair value. This statement requires that changes in the derivative's
  fair value be recognized currently in earnings unless specific hedge accounting
  criteria are met. In July 1999, the FASB issued Financial Accounting Standard
  No. 137, delaying for one year the implementation of Statement No. 133, which
  will now be effective for the first quarter of fiscal year 2001.

In June 2000, the FASB issued Statement of Financial Accounting
  Standards No. 138, amending the accounting and reporting standards of Statement
  No. 133. While the impact of the adoption of these pronouncements is dependent
  on the fair value of our derivatives and related financial instruments on the
  date of adoption, it is not expected to have a material impact on our results
  of operation.

2.      Acquisitions and Investments

On March 24, 2000, OEHL acquired the Observatory and Lilianfels
  Hotels in Australia for an aggregate purchase price of $40,000,000. The purchase
  has been substantially financed by a bank loan guaranteed by SCL. The acquisition
  has been accounted for as a purchase in accordance with Accounting Principles
  Board Statement No. 16, "Business Combinations". The results of each
  operation have been included in the consolidated financial results of OEHL from
  the date of acquisition.

3.      Property, plant and equipment

The major classes of real estate and other fixed assets are as
  follows (dollars in thousands):

|                                        |                            
|--------------------------------------- | ---------------------------
|                                        | September 30,
         2000
|                                        |                            
|Freehold and leased land and buildings  | $                          
|Machinery and equipment                 |                            
|Fixtures, fittings and office equipment |                            
|River cruiseship                        |                            
|                                        |                            
|                                        |                            
|Less: accumulated depreciation          |                            
|                                        |                            
|                                        | $                          
|                                        |                            

At September 30, 2000 and December 31, 1999, balances for machinery
  and equipment under capital lease were $1,800,000 and $1,650,000, respectively,
  and for fixtures and fittings under capital lease were $234,000 and $278,000,
  respectively.

7

---

Accumulated depreciation related to assets under capital lease
  at September 30, 2000 and December 31, 1999 was $411,000 and $332,000, respectively.

4.      Long-term debt and obligations under capital leases

(a)    Long-term debt

Long-term debt consists of the following (dollars in thousands):

|                                                                                                                                                                                                                                                |                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                                                                                                                                                | September 30,
        2000
|                                                                                                                                                                                                                                                |                           
|Loans from banks secured by property,
        plant and equipment payable over
        periods of 2 to 14 years, with a
        weighted average interest rate of
        7.25 and 6.49 percent, respectively,
        primarily based on LIBOR | $                         
|Loan secured by a river cruiseship
        payable over 5 years, with a
        weighted average interest rate of
        8.13 and 7.97 percent, respectively,
        based on LIBOR                                                           |                           
|Obligations under capital lease
         (see Note 4(b)                                                                                                                                                                                         |                           
|                                                                                                                                                                                                                                                |                           
|                                                                                                                                                                                                                                                |                           
|Less: current portion                                                                                                                                                                                                                           |                           
|                                                                                                                                                                                                                                                |                           
|                                                                                                                                                                                                                                                | $                         
|                                                                                                                                                                                                                                                |                           

Included in long-term debt at December 31, 1999 was a loan secured
  by the Windsor Court Hotel and guaranteed by SCL which was repaid in August
  2000 from the proceeds of the Company's public offering of class A common
  shares.

The following is a summary of the aggregate maturities of long-term
  debt, excluding obligations under capital leases, at September 30, 2000 (dollars
  in thousands):

|                        
|------------------------
|Year ending December 31,
|                        
|Remainder of 2001       
|2002                    
|2003                    
|2004                    
|2005 and thereafter     
|                        
|                        
|                        

8

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The interest rates on substantially all of OEHL's long-term
  debt are adjusted regularly to reflect current market rates. Accordingly, the
  carrying amounts of OEHL's long-term debt also approximate fair value.

(b)    Obligations under capital leases

The following is a schedule of future minimum lease payments under
  capital leases together with the present value of the minimum lease payments
  at September 30, 2000 (dollars in thousands):

|                                       
|---------------------------------------
|Year ending December 31,               
|                                       
|2000                                   
|2001                                   
|2002                                   
|2003                                   
|2004                                   
|2005 and thereafter                    
|                                       
|Minimum lease payments                 
|Less: amount of interest contained in  
|above
      payments (1)               
|                                       
|Present value of minimum lease payments
|Less: current portion                  
|                                       
|                                       
|                                       

(1) The amount of interest deducted from minimum lease payments to arrive
at the present value is the interest contained in each of the leases.

5.    Income taxes

Income taxes provided by OEHL relate principally to its foreign
  subsidiaries as pre-tax income is primarily foreign. The provision for income
  taxes consisted of the following (dollars in thousands):

|                                    
|------------------------------------
|Nine months ended September 30, 2000
|                                    
|                                    
|                                    
|                                    
|United States                       
|Other foreign                       
|                                    
|                                    
|                                    

9

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|                                    
|------------------------------------
|Nine months ended September 30, 1999
|                                    
|                                    
|                                    
|                                    
|                                    
|United States                       
|Other foreign                       
|                                    
|                                    
|                                    

The Company is incorporated in Bermuda, which does not impose
  an income tax. OEHL's effective tax rate is entirely due to the income taxes
  imposed by jurisdictions in which OEHL conducts business other than Bermuda.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The following
represents OEHL's net deferred tax liabilities (dollars in thousands):

|                                                                   |                         
|------------------------------------------------------------------ | ------------------------
|                                                                   | September 30,
      2000
|                                                                   |                         
|                                                                   |                         
|Gross deferred tax assets
         (operating loss carry forwards) | $                       
|Less: Valuation allowance                                          |                         
|                                                                   |                         
|Net deferred tax assets                                            |                         
|Deferred tax liabilities                                           |                         
|                                                                   |                         
|Net deferred tax liabilities                                       | $                       
|                                                                   |                         

The deferred tax assets consist primarily of tax loss
carryforwards. The deferred tax liabilities consist primarily of differences
between the tax basis of depreciable assets versus the adjusted basis as
reflected in the financial statements.

10

---

6.      Supplemental cash flow
  information
            (Dollars in thousands):

|                               
|-------------------------------
|Nine months ended September 30,
|                               
|Cash paid for:                 
|Interest                       
|Income taxes                   

Non-cash investing and financing activities:

In conjunction with the acquisitions in 2000 and 1999, liabilities
  were assumed as follows:

|Fair value of assets acquired | $ | 47,330  |   | $ | 27,104  |  
|----------------------------- | - | ------- | - | - | ------- | -
|Cash paid                     |   | (42,934 | ) |   | (24,528 | )
|                              |   |         |   |  
|Liabilities assumed           | $ | 4,786   |   | $ | 2,576   |  
|                              |   |         |   |  

7.      Commitments

Outstanding contracts to purchase fixed assets were approximately
$5,100,000 at September 30, 2000 (December 31, 1999 - $46,000,000).

8.      Information concerning financial reporting for segments and
operations in different geographical areas

OEHL's segments relate to hotels and restaurants and tourist trains and
cruises and are located in the United States, the Caribbean, Europe, southern Africa,
Brazil, Peru, Australia and the South Pacific, tourist trains operate in Europe,
Southeast Asia, Australia and Peru, restaurants are located in London and New York and a
river cruiseship operates in Myanmar.

11

---

Financial information regarding geographic areas based on the
  location of properties is as follows (dollars in thousands):

|                                                                                                     |     
|---------------------------------------------------------------------------------------------------- | ----
|Nine months ended September 30,                                                                      | 2000
|                                                                                                     |     
|Revenue:                                                                                             |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and cruises                                                                           |     
|                                                                                                     |     
|                                                                                                     | $   
|                                                                                                     |     
|Equity earnings from unconsolidated companies:                                                       |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and
      cruises                                                                     |     
|                                                                                                     |     
|                                                                                                     | $   
|                                                                                                     |     
|Depreciation and amortization:                                                                       |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and cruises                                                                           |     
|                                                                                                     |     
|                                                                                                     | $   
|                                                                                                     |     
|Gain on sale of asset:                                                                               |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and cruises                                                                           |     
|                                                                                                     |     
|                                                                                                     | $   
|                                                                                                     |     
|Earnings from operations before net finance
      costs:                                             |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and
      cruises                                                                     |     
|                                                                                                     |     
|                                                                                                     |     
|Central selling, general and administrative
      costs                                              |     
|                                                                                                     |     
|                                                                                                     |     
|Net finance costs (1)                                                                                |     
|                                                                                                     |     
|Earnings before income taxes and cumulative
      effect 
         of change in accounting principle |     
|Provision for income taxes                                                                           |     
|                                                                                                     |     
|Earnings before cumulative effect                                                                   
|of change in accounting principle                                                                    | $   
|                                                                                                     |     
|Capital expenditure:                                                                                 |     
|Hotels and restaurants                                                                               | $   
|Tourist trains and cruises                                                                           |     
|                                                                                                     |     
|                                                                                                     | $   
|                                                                                                     |     



|                                 |                         
|-------------------------------- | ------------------------
|                                 | September 30,
      2000
|                                 |                         
|Identifiable
      assets:       |                         
|Hotels and restaurants           | $                       
|Tourist
      trains and cruises |                         
|                                 |                         
|                                 | $                       
|                                 |                         



|(1) | Net of capitalized interest and interest
      and related income.
|--- | ------------------------------------------------------------------

12

---

Financial information regarding geographic areas based on the
location of properties is as follows (dollars in thousands):

|                               
|-------------------------------
|Nine months ended September 30,
|                               
|Revenue:                       
|Europe                         
|North America                  
|Rest of the world              
|                               
|                               
|                               



|                                 
|---------------------------------
|                                 
|                                 
|Long-lived assets, at book value:
|Europe                           
|North America                    
|Rest of the world                
|                                 
|                                 
|                                 

9.      Related party transactions

For the nine months ended September 30, 2000, OEHL paid
subsidiaries of SCL $4,089,000 (1999 - $4,155,000) for the provision of
various services including financial, legal, accounting, corporate executive,
public company, human resources administration, insurance, pension benefits,
office facilities and system and computer services. These services were provided
on the basis of a fee plus reimbursements equivalent to the direct and indirect
costs of providing the services. The services agreement has an initial term of
one year and will be automatically renewed annually unless it is terminated by
SCL or OEHL.

SCL has guaranteed an aggregate principal amount of $237,000,000
of bank loans to OEHL outstanding at September 30, 2000 (December 31, 1999
 $260,000,000), including a loan relating to the Windsor Court Hotel (see
Note 4(a)) and a $7,500,000 bank loan to Charleston Center LLC, owner of
Charleston Place Hotel, which is accounted for as an equity investment in OEHL.

10.     Contingency

As previously reported, in August 2000, a group of institutional
investors claiming to own approximately $158,000,000 (out of an aggregate of
$430,000,000) of SCL's four series of publicly held senior notes commenced a lawsuit
in the Supreme Court of New York, County of New York. The defendants are SCL, the Company
and James B. Sherwood, Chairman of the Company and President of SCL. The plaintiffs
allege, among other things, that the

13

---

proposed spinoff distribution of the Company's shares by SCL will
violate various covenants in the senior note indentures and constitute a fraudulent
conveyance. The plaintiffs are seeking, among other things, a declaratory judgment that
they have the right to declare a default under the indentures, an injunction preventing
the proposed spinoff distribution and any fraudulent conveyance of SCL assets, and
unspecified money damages for breach of the note indentures.

SCL intends to effect the spinoff distribution in a manner that
will not result in any violation of the indenture covenants or in a fraudulent
conveyance. Accordingly, management of SCL has concluded that the allegations of
the senior noteholders are without merit, and that SCL will oppose this lawsuit
vigorously. While SCL believes an adverse outcome is remote, in the unlikely
event the plaintiffs prevail, the consequence of that outcome could cause an
acceleration of certain OEHL debt guaranteed by SCL or containing cross-default
provisions to SCL debt. In order to protect OEHL, SCL has agreed to indemnify
the Company with respect to possible losses arising from this lawsuit.

14

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Management's Discussion and Analysis of Financial
Condition and Results of Operations

RESULTS OF OPERATIONS

Three Months Ended September 30, 2000 Compared To Three Months Ended
September 30, 1999

Revenue

Total revenue, including equity earnings in unconsolidated
companies, increased by $7,981,000, or 12%, from $65,349,000 in the three months
ended September 30, 1999 to $73,330,000 in the three months ended September 30,
2000. Hotels and restaurants revenue increased by $4,956,000, or 9%, from
$55,857,000 in the three months ended September 30, 1999 to $60,813,000 in the
three months ended September 30, 2000 and tourist trains and cruises increased
by $3,025,000, or 32%, from $9,492,000 for the three months ended September 30,
1999 to $12,517,000 for the three months ended September 30, 2000. The increase
in tourist trains and cruises included $1,279,000 due to the PeruRail joint
venture that commenced in September 1999 and the balance was due to improved
revenues in all the other tourist train and cruise operations.

The revenue increase for hotels and restaurants was primarily
due to an increase at our owned hotels of $4,773,000, or 10%, from $50,028,000
in the three months ended September 30, 1999 to $54,801,000 in the three months
ended September 30, 2000. This increase is analyzed regionally as follows:

Europe. Revenue reduced by $118,000 from $29,752,000 for
the three months ended September 30, 1999 to $29,634,000. The revenue of the
European hotels is primarily derived in euro denominated currencies which have
weakened by 15% against the U.S. dollar in the three months ended September 30,
2000 and therefore adversely impacted the U.S. dollar reported revenue compared
to 1999. There have been no acquisitions in our European region in 1999 or 2000
which are operating. The revenue from available rooms or REVPAR in a comparable
("same store") basis increased by 14% in local currencies in the three
months ended September 30, 2000 compared to the three months ended September 30,
1999.

North America. Revenue increased by $477,000, or 4%, from
$12,079,000 in the three months ended September 30, 1999 to $12,556,000 in the
three months ended September 30, 2000.

The Windsor Court Hotel revenue increased by $201,000, or 3%, from
$6,870,000 in the three months ended September 30, 1999 to $7,071,000 in the three months
ended September 30, 2000. Room

15

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revenue increased by 10% but this was partly offset by a reduction in
food and beverage revenue. The REVPAR on a comparable basis increased 10% in U.S. dollars
in the three months ended September 30, 2000, compared to the three months ended
September 30, 1999.

Rest of the World. Revenue increased by $4,414,000, or
54%, from $8,197,000 in the three months ended September 30, 1999 to $12,611,000
in the three months ended September 30, 2000.

The Observatory and Lilianfels Hotels were acquired in the first
quarter of 2000 and provided revenue of $4,049,000 in the three months ended
September 30, 2000. The REVPAR on a comparable basis increased by 8% in local
currencies in the three months ended September 30, 2000, compared to the three
months ended September 30, 1999.

Depreciation and Amortization

Depreciation and amortization increased by $217,000, or 6%, from
$3,596,000 in the three months ended September 30, 1999 to $3,813,000 in the
three months ended September 30, 2000.

Operating Expenses

Operating expenses increased by $3,469,000, or 12%, from
$29,840,000 in the three months ended September 30, 1999 to $33,309,000 in the
three months ended September 30, 2000. The increase was due to the new
properties acquired in 2000 and the effects of inflation, partially offset by
the translation of the operating costs of the European owned hotels whose
operating costs are largely derived in euro denominated currencies. The
weakening of the euro against the U.S. dollar favorably impacted the reported
U.S. dollar operating costs of these hotels compared to the three months ended
September 30, 1999.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by
$1,744,000, or 11%, from $15,714,000 in the three months ended September 30,
1999 to $17,458,000 in the three months ended September 30, 2000, which was due
to the new properties acquired in 2000 and the effects of inflation, partly
offset by the impact of the weakening of the euro and translation of euro
denominated costs on our European hotels.

Earnings from Operations

Earnings from operations increased by $2,551,000, or 16%, from
$16,199,000 in the three months ended September 30, 1999 to $18,750,000 in the three
months ended September 30, 2000.

16

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Earnings from operations represent total revenue less depreciation and
amortization, operating expenses and selling, general and administrative expenses.

Net Finance Costs

Net finance costs increased by $1,798,000, or 38%, from
$4,733,000 in the three months ended September 30, 1999 to $6,531,000 in the
three months ended September 30, 2000, which is primarily attributable to the
effect of increases in debt relating to capital expenditures and acquisitions
financed in 2000 and increased interest rates.

Taxes on Income

The provision for income taxes reduced by $11,000, or 1%, from
$1,584,000 in the three months ended September 30, 1999 to $1,573,000 in the
three months ended September 30, 2000. The income tax charge in 2000 and 1999
related to subsidiaries operating in taxpaying jurisdictions, as no income taxes
are levied in Bermuda where the Company is incorporated.

Net Earnings

Net earnings increased by $764,000, or 8%, from $9,882,000 in
the three months ended September 30, 1999 to $10,646,000 in the three months
ended September 30, 2000. Net earnings represents earnings from operations less
net finance costs and provision for income taxes. Net earnings per share
comparisons between 1999 and 2000 are not meaningful in view of the changes in
OEHL's equity and debt structure made before the Company's initial
public offering of class A common shares in August 2000.

Nine Months Ended September 30, 2000 Compared To Nine Months Ended
September 30, 1999

Revenue

Total revenue, including equity earnings in unconsolidated companies
but excluding a sales gain, increased by $21,522,000, or 12%, from $184,655,000
in the nine months ended September 30, 1999 to $206,177,000 in the nine months
ended September 30, 2000. Hotels and restaurants revenue increased by
$18,016,000, or 11%, from $156,881,000 in the nine months ended September 30,
1999 to $174,897,000 in the nine months ended September 30, 2000 and tourist
trains and cruises increased by $3,506,000, or 13%, from $27,774,000 for the
nine months ended September 30,1999 to $31,280,000 for the nine months ended
September 30, 2000. This increase included $2,356,000 due to the PeruRail joint
venture that commenced in September 1999.

17

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The revenue increase for hotels and restaurants was primarily
due to an increase at our owned hotels of $17,201,000, or 13%, from $135,776,000
in the nine months ended September 30, 1999 to $152,977,000 in the nine months
ended September 30, 2000. This increase is analyzed regionally as follows:

Europe. Revenue increased by $582,000, or 1%, from
$64,987,000 in the nine months ended September 30, 1999 to $65,569,000 in the
nine months ended September 30, 2000. The revenue of the European hotels is
primarily derived in euro denominated currencies which have weakened by 15%
against the U.S. dollar in the nine months ended September 30, 2000 and
therefore adversely impacted the U.S. dollar reported revenue compared to 1999.
There have been no acquisitions in 1999 or 2000 that are operating in our
European region. The REVPAR on a comparable basis increased 12% in local
currencies in the nine months ended September 30, 2000 compared to the nine
months ended September 30, 1999.

North America. Revenue increased by $4,860,000, or 11%,
from $43,887,000 in the nine months ended September 30, 1999 to $48,747,000 in
the nine months ended September 30, 2000. The Inn at Perry Cabin and Keswick
Hall hotels were acquired in the second quarter of 1999 and contributed
$8,713,000 to revenue in the nine months to September 30, 2000 compared to
$5,300,000 for the period from acquisition in 1999 to September 30, 1999. The
REVPAR on a comparable basis increased 13% in U.S. dollars in the nine months
ended September 30, 2000 compared to the nine months ended September 30, 1999.

Rest of the World. Revenue increased by $11,759,000, or
44%, from $26,902,000 in the nine months ended September 30, 1999 to $38,661,000
in the nine months ended September 30, 2000. The Observatory and Lilianfels
Hotels were acquired in the first quarter of 2000 and provided revenue of
$7,823,000 from the date of their acquisition to September 30, 2000. The REVPAR
on a comparable basis increased 17% in local currencies in the nine months ended
September 30, 2000 compared to the nine months ended September 30, 1999.

Depreciation and Amortization

Depreciation and amortization increased by $1,099,000, or 11%,
from $10,135,000 in the nine months ended September 30, 1999 to $11,234,000 in
the nine months ended September 30, 2000.

Operating Expenses

Operating expenses increased by $6,859,000, or 8%, from $85,662,000 in
the nine months ended September 30, 1999 to $92,521,000 in the nine months ended
September 30, 2000. The

18

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increase was primarily due to the new properties acquired in 2000 and the
effects of inflation, partially offset by the translation of the operating costs of the
European owned hotels whose operating costs are largely derived in euro denominated
currencies. The weakening of the euro against the U.S. dollar favorably impacted the
reported U.S. dollar operating costs of these hotels.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by
$5,661,000, or 12%, from $46,504,000 in the nine months ended September 30, 1999
to $52,165,000 in the nine months ended September 30, 2000, due to the new
properties acquired in 2000 and the effects of inflation, partly offset by the
favorable impact of the weakening of the euro and translation of euro
denominated costs at our European hotels.

Earnings from Operations

Earnings from operations increased by $6,603,000, or 15%, from
$43,654,000 in the nine months ended September 30, 1999 to $50,257,000 in the
nine months ended September 30, 2000. Excluding a sale gain, earnings from
operations before net finance costs increased by $7,903,000, or 19%, from
$42,354,000 in the nine months ended September 30, 1999 to $50,257,000 in the
nine months ended September 30, 2000. Earnings from operations represents total
revenue less depreciation and amortization, operating expenses and selling,
general and administrative expenses.

Net Finance Costs

Net finance costs increased by $3,816,000, or 27%, from
$14,294,000 in the nine months ended September 30, 1999 to $18,110,000 in the
nine months ended September 30, 2000, which is primarily attributable to the
effect of increases in debt relating to capital expenditures and acquisitions
financed in 2000 and increased interest rates.

Taxes on Income

The provision for income taxes increased by $308,000, or 8%,
from $3,728,000 in the nine months ended September 30, 1999 to $4,036,000 in the
nine months ended September 30, 2000. The increase is entirely attributable to
the income tax charge in 2000 and 1999 related to subsidiaries operating in
taxpaying jurisdictions, as no income taxes are levied in Bermuda where the
Company is incorporated.

19

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Net Earnings

Net earnings before the cumulative effect of change in
accounting principle increased by $2,479,000, or 10%, from $25,632,000 in the
nine months ended September 30, 1999 to $28,111,000 in the nine months ended
September 30, 2000. Excluding gains, net earnings before the cumulative effect
of change in accounting principle increased by $3,779,000, or 16%, from
$24,332,000 in 1999 to $28,111,000 in 2000. Net earnings represents earnings
from operations less net finance costs and provision for income taxes. Net
earnings per share comparisons between 1999 and 2000 are not meaningful in view
of the changes in OEHL's equity and debt structure made before the
Company's initial public offering of class A common shares in August 2000.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

We had cash and cash equivalents of $45,081,000 at September 30,
2000, $33,938,000 more than the $11,143,000 at December 31, 1999. At September
30, 2000 and December 31, 1999, the undrawn amounts available to OEHL under its
short-term lines of credit were $11,500,000 and $5,700,000, respectively. Our
working capital balance, including the current portion of long-term debt, was a
deficit of $25,887,000 at September 30, 2000, a decrease of $3,392,000 from a
deficit of $22,495,000 at December 31, 1999. The overall decrease in our working
capital was comprised of the following:

- an increase in current assets of $37,799,000, of which $33,938,000 was
due to increased cash and $3,940,000 was due to increased accounts receivable;
- an increase in current liabilities of $9,107,000, of which $9,862,000
was due to increased accrued liabilities; and
- an increase in the current portion of long-term debt of $32,084,000.

Cash Flow

Operating Activities. Net cash provided by operating
activities increased by $9,518,000 to $45,644,000 for the nine months ended
September 30, 2000, from cash provided by operating activities of $36,126,000
for the nine months ended September 30, 1999. The increase is primarily
attributable to an increase in net earnings of $3,578,000 after adjustment for
certain non-cash items, including depreciation and amortization.

20

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Investing Activities. Cash used in investing activities
decreased by $6,110,000 to $74,196,000 for the nine months ended September 30,
2000, compared to $80,306,000 for the nine months ended September 30, 1999. The
principal components of this decrease were a $18,846,000 decrease in capital
expenditure during the period from $48,276,000 to $29,430,000, offset by
$9,820,000 of increased expenditure on acquisitions and investments during the
period from $34,946,000 to $44,766,000. The expenditure on acquisitions in the
nine months ended September 30, 2000 was $40,000,000 on the purchase of the
Observatory and Lilianfels Hotels in Australia.

Financing Activities. Cash provided from financing
activities for the nine-month period ended September 30, 2000 was $63,203,000 as
compared to cash provided by financing activities of $49,004,000 for the
nine-month period ended September 30, 1999, an increase of $14,199,000. In the
nine-month period ended September 30, 2000, OEHL had net proceeds from
borrowings under long-term debt of $82,918,000 as compared to net proceeds of
$51,479,000 for the nine-month period ended September 30, 1999. This resulted in
a net increase of $31,439,000 in cash proceeds from borrowings under long-term
debt. The net proceeds of long-term debt were used to fund the acquisition of
businesses and capital expenditures during the period.

Capital Commitments. There were $5,000,000 of capital commitments
outstanding as of September 30, 2000.

Indebtedness

At September 30, 2000, OEHL had $301,091,000 of long-term debt,
including the current portion, secured by assets which is repayable over periods
of two to fourteen years with a weighted average interest rate of 7.25%. This
principal amount is after taking account of repayment in August 2000 of
$57,500,000 of debt secured on the Windsor Court Hotel using part of the
$87,000,000 of proceeds received by the Company from the initial public offering
of its class A common shares earlier in August. In October 2000, debt of
$29,300,000 secured on the '21' Club, Keswick Hall and Inn at Perry
Cabin was repaid using the balance of the initial public offering proceeds and
thus making those properties along with the Windsor Court available for
refinance. We are in the process of refinancing these assets and expect to
obtain proceeds in excess of the debt that was paid down. We can then utilize
these funds for OEHL's expansion, capital expenditure, acquisitions or
other corporate purposes.

Following the repayment of debt in October 2000, long-term debt including
the current portion amounted to $271,791,000. Approximately 50% of the outstanding
principal was drawn in European euros and the balance primarily in U.S. dollars.

21

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Certain of this indebtedness is guaranteed by SCL and/or contains
cross-default clauses to SCL indebtedness including its public debt. A default by SCL
under its indebtedness could result in a default by OEHL on its long-term debt. See Note
10 to the financial statements regarding litigation involving SCL's public senior
notes. SCL has assured us that it is in full compliance with all of its credit and
financing agreements.

Liquidity

We plan to increase our capital expenditures over the next few
years with the expansion of our hotel properties consistent with our growth
strategy. Our planned expenditure on these expansion projects is $150,000,000
over the next three years. In addition, we aim to acquire more properties, which
we would expect to finance with an appropriate level of debt secured on the
properties, and the balance through our available cash resources. We plan to
spend approximately $80,000,000 per year on acquisitions. At September 30, 2000,
OEHL had capital commitments of $5,000,000 overall relating to a number of
projects.

We expect to have available to us cash, including from
operations and the proceeds from refinancing the unencumbered assets referred to
above, and other sources of debt finance sufficient to fund our working capital
requirements, capital expenditures, including acquisitions, and debt service for
the foreseeable future. We are not dependent on the proceeds of the refinancing,
however, to fund operations, including the repayment of debt, for the next
twelve months or longer although without the proceeds from the refinancing we
might not be able to increase our capital expenditures as planned.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

OEHL is exposed to market risk from changes in interest rates
and foreign currency exchange rates. These exposures are monitored and managed
as part of our overall risk management program, which recognizes the
unpredictability of financial markets and seeks to mitigate material adverse
effects on our consolidated earnings. OEHL does not hold market rate sensitive
financial instruments for trading purposes.

The market risk relating to interest rates arises mainly from the
financing activities of OEHL. Our earnings are affected by changes in interest rates on
borrowings, principally based on U.S. dollar LIBOR and EURIBOR, and on short-term cash
investments. In September 2000, OEHL entered into an interest rate swap, which exchanged
floating rate euro debt for fixed rate euro debt in respect of the equivalent of euro
117,000,000 ($103,000,000 at September 30, 2000). If interest rates

22

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increased by ten percent, with all other variables held constant, annual
net finance costs of OEHL would have increased by approximately $2,200,000 based on
borrowings at September 30, 2000, or $1,500,000 taking into account the $100,000,000 of
debt with fixed interest.

The market risk relating to foreign currencies arises from
buying, selling and financing in currencies other than the U.S. dollar,
principally the European euro, South African rand, Brazilian real and Australian
dollar. Some non-U.S. subsidiaries of OEHL borrow in local currencies, and OEHL
may in the future enter into forward exchange contracts relating to purchases
denominated in foreign currencies. OEHL currently has no foreign currency
financial instruments outstanding.

Seven of our owned hotels operate in currencies linked to the
European euro, two operate in South African rand, two operate in Australian
dollars, one operates in Botswanan pula, and one operates in Brazilian reis. The
Venice Simplon-Orient-Express and British Pullman tourist trains operate
primarily in British pounds sterling and currencies linked to the European euro.
We face exposure arising from the impact of translating our global foreign
currency earnings into U.S. dollars. As far as we can, we match our foreign
currency earnings with our foreign currency costs which provides a natural hedge
against currency movements. In addition, a significant proportion of the guests
staying at our hotels located outside of the United States originate from the
United States. When a foreign currency in which we operate devalues against the
U.S. dollar, we have considerable flexibility to increase our prices in local
currency. We believe that when these factors are combined, we do not face a
material exposure to our earnings from currency movements. The gains or losses
we have incurred from transactions denominated in foreign currencies have not
been material.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1998, OEHL adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income," Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information," and Statement
of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits," all issued by the Financial Accounting Standards Board
("FASB"). Current and prior periods have been presented in accordance with these
statements. Our only component of other comprehensive income is the foreign currency
translation adjustment.

In 1999, OEHL adopted Statement of Position No. 98.5, "Reporting on
the Costs of Start-Up Activities," of the American Institute of Certified Public
Accountants. This required OEHL to write-

23

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off $2,987,000, net of tax, in the first quarter of 1999 representing
mainly deferred start-up costs of cruiseship operations which could no longer be carried
forward under this statement. Other than the cumulative effect of this change, the impact
of the adoption was not material to 1999 results.

In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," which we must adopt in the fourth quarter of 2000. We do not
believe that adoption will have any impact on our financial statements.

See Note 1(d) to the financial statements regarding Statement of
Financial Accounting Standards No. 133 of the FASB.

24

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PART II

ITEM 1.    Legal Proceedings

As reported in Note 10 of the financial statements above, the
Company has been named defendant in a lawsuit by holders of four series of
publicly traded senior notes of Sea Containers Ltd. ("SCL"). Other
than this noteholder litigation, the Company is involved in no material legal
proceedings, other than ordinary routine litigation incidental to its business.

ITEM 2.    Changes in Securities and Use of Proceeds

(d) Use of Proceeds. The following information required by Item 701(f) of
Regulation S-K relates to the initial public offering of Class A common shares of the
Company in August 2000:

(1) The effective date of the Company's registration
statement on Form S-1 (Commission file number 333-12030) was August 9, 2000.

(2) The offering date was August 9, 2000.

(3) Not applicable.

(4)(i) The offering did not terminate before all the common shares were
sold.

(4)(ii) The managing underwriters were Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Lazard Freres & Co. LLC, Salomon Smith Barney Inc., and Banc America
Securities LLC.

(4)(iii) The securities registered were Class A common shares, par value
$0.01 each, of the Company. The shares are not convertible securities.

(4)(iv) The Company registered 5,000,000 Class A common shares in a
primary offering, and sold all of these at an aggregate offering price of $95,000,000. In
addition, the Company registered 6,500,000 Class A common shares in a secondary offering
by SCL, all of which were sold at an aggregate offering price of $123,500,000.

(4)(v) The Company and SCL shared equally the costs and expenses
associated with the offering. The costs and expenses incurred for the Company's
account in connection with the issuance and distribution of the securities registered
were as follows:

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|Underwriting
      discount                              | $ | 6,175,000
|-------------------------------------------------------- | - | ---------
|Financial
      advisory fee                             |   | 310,000  
|Commission
      registration fee                        |   | 35,000   
|NASD
      filing fee                                    |   | 13,500   
|Stock
      exchange listing fees                        |   | 53,700   
|Printing
      and engraving                             |   | 340,000  
|Blue
      sky fees and expenses  (including legal fees) |   | 2,500    
|Legal
      fees and expenses                            |   | 525,000  
|Accountants'
      fees and expenses                     |   | 500,000  
|Travel,
      roadshow and other expenses                |   | 329,300  
|                                                         |  
|Total                                                    | $ | 8,284,000
|                                                         |  

None of these payments were made directly or indirectly to
directors or officers of the Company or their associates, or to persons owning
ten percent or more of any class of equity securities of the Company, or to
affiliates of the Company.

(4)(vi) The net offering proceeds to the Company after deducting
the total expenses described in paragraph (4)(v) above were $86,716,000.

(4)(vii) The net offering proceeds to the Company were used on
August 17, 2000 to repay $57,546,000 of bank mortgage indebtedness secured by
the Windsor Court Hotel and on October 2, 2000 to repay $29,270,000 of bank
mortgage indebtedness secured by '21' Club, Inn at Perry Cabin and
Keswick Hall. Pending these repayments, the net offering proceeds were invested
temporarily in interest-bearing deposit accounts. None of these payments were
made directly or indirectly to directors or officers of the Company or their
associates, or to persons owning ten percent or more of any class of equity
securities of the Company, or to affiliates of the Company.

(4)(viii) This use of proceeds did not represent a material change in the
use of proceeds described in the offering prospectuses.

ITEM 6.    Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|3.1 - | Memorandum of Association and Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to Amendment No. 2 to the Company's Registration Statement on Form S-1
(Registration No. 333-12030) and incorporated herein by reference.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|3.2 - | Bye-Laws of the Company, filed as Exhibit 3.2 to Amendment No. 4 to the Company's
Registration Statement on Form S-1 (Registration No. 333-12030) and incorporated herein
by reference.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Reports on Form 8-K. No report on Form 8-K was filed by the Company
during the quarter for which this report is filed.

27

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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.

|                         |  | ORIENT-EXPRESS HOTELS LTD.                                                                                           
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                      
|                         |  |                                                                                                                      
|                         |  | By: /s/ J.G. Struthers                                                                                               
|                         |  |                                                                                                                      
|                         |  | James G. StruthersVice President  Finance
        and Chief Financial Officer
        (Principal Accounting Officer)
|Dated: November 13, 2000 |  |                                                                                                                      

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