**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**FORM 10-K/A**

**Amendment No. 2**

 

----

 

**(Mark One)**

 

| **x**  | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                       |
|   | **For the fiscal year ended December 31, 2008**                                                                                                                       |
|   |                                                                                                                                                                       |
|   | **OR**                                                                                                                                                                     |
|   |                                                                                                                                                                       |
| **o**  | **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**

 

----

 

**ORIENT-EXPRESS HOTELS LTD.**

(Exact name of registrant as specified in its charter)

 

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

 

**22 Victoria Street,Hamilton HM 12, Bermuda**

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: **(441) 295-2244**

 

----

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

| **Title of each class**             | ** ** | **Name of each exchange  on which registered** |
|----------------------------------------------------|------------|-------------------------------------------------------------------------|
|                                               |       |                                                                    |
| Class A  Common Shares, $0.01 par  value each |       | New  York Stock Exchange                                                |
| Preferred  Share Purchase Rights                   |       | New  York Stock Exchange                                                |

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: **None.**

 

----

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

Yes o   No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.  Yes o  No x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Act during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days.  Yes x  No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. (Not applicable. See third paragraph underItem 1—Business on page 4 of Form 10-K)

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reportingcompany.  See definition of “large accelerated filer”, “accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Act. (Checkone):

 

| Large  Accelerated Filer x                |   | Accelerated  Filer o         |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-Accelerated  Filer o                  |   | Smaller  reporting company o |
| (Do  not check if a smaller reporting company) |   |                              |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).  Yes o  No x

 

Theaggregate market value of the Class A common shares held by non-affiliatesof the registrant computed by reference to the closing price on June 30,2008 (the last business day of the registrant’s second fiscal quarter in 2008)was approximately $1,840,200,000.

 

Asof June 22, 2009, 76,834,500 Class A common shares and 18,044,478 Class Bcommon shares of the registrant were outstanding.  All of the Class Bshares are owned by a subsidiary of the registrant (see Note 14(d) tothe Financial Statements (Item 8) in Form 10-K).

 

----

 

DOCUMENTS INCORPORATED BY REFERENCE:  **None**

 

 

 

----

 

**EXPLANATORYNOTE**

 

Orient-Express Hotels Ltd. (the “registrant”) isfiling this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2008, filed with the U.S.Securities and Exchange Commission (“SEC”) on March 2, 2009 and amended byAmendment No. 1 to Form 10-K, filed with the SEC on April 24,2009 (collectively, the “Original Filing”).

 

This Amendment is beingfiled because, pursuant to Rule 3-09 of SEC Regulation S-X, the registrantis required to file audited financial statements of Hotel Ritz Madrid S.A., the50% owned unconsolidated company that owns and operates the Hotel Ritz inMadrid, Spain.  The audited financialstatements of Hotel Ritz Madrid S.A. are filed in this Amendment under Item 15- Exhibits and Financial Statement Schedules. As previously reported in theOriginal Filing, the long-term debt of Hotel Ritz Madrid S.A. is non-recourseto and not credit-supported by the registrant or its consolidated subsidiaries.

 

Except as described above, no other changes have beenmade to the Original Filing, and this Form 10-K/A does not amend, updateor change any other items or disclosures in the Original Filing.  This Form 10-K/A does not reflect eventsoccurring after the Original Filing and, other than providing the auditedfinancial statements of Hotel Ritz Madrid S.A. under Item 15, does not modifyor update the disclosures in the Original Filing in any way.

 

2

----

 

**PART IV**

 

**ITEM 15.****      ****Exhibits and FinancialStatement Schedules**

 

1.  Financial Statements of Hotel Ritz MadridS.A.

 
| ** **                                                              | **Page Number** |
|-------------------------------------------------------------------------|----------------------|
| Report of independent  registered public accounting firm                | 4                    |
| Consolidated financial  statements - year ended December 31, 2008: |                 |
| Balance sheet  (December 31, 2008)                                 | 5                    |
| Statement of operations                                                 | 6                    |
| Statement of cash flows                                                 | 7                    |
| Statement of shareholders’  equity                                 | 8                    |
| Notes to financial  statements                                          | 9                    |

 

Also presented are theunaudited balance sheet of Hotel Ritz Madrid S.A. as at December 31, 2007and its unaudited statements of operations, cash flows and shareholders’ equityfor the years ended December 31, 2007 and 2006.

 

2.  Financial Statement Schedule

 

Incorporated by reference to the financial statementschedule filed with the Original Filing. No additional financial statement schedule is filed with this report on Form 10-K/A.

 

3.  Exhibits

 

The index toexhibits appears below, on the pages immediately following the signature page tothis report.

 

3

----

 

Reportof Independent Registered Public Accounting Firm

 

To the boardof directors and shareholders of Hotel Ritz Madrid S.A.:

 

We haveaudited the accompanying balance sheet of Hotel Ritz Madrid S.A. as of December 31,2008, and the related statements of operations, shareholders’ equity and cashflows for the year then ended.  Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinionon these financial statements based on our audit.

 

We conductedour audit in accordance with the standards of the Public Company AccountingOversight Board (United States).  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that our auditprovides a reasonable basis for our opinion.

 

In ouropinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Hotel Ritz Madrid S.A. at December 31,2008, and the results of its operations and its cash flows for the year thenended in conformity with accounting principles generally accepted in the UnitedStates of America.

 

Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern. As discussed in Note 1(b) to thefinancial statements, the Company has suffered recurring losses from operationsand is out of compliance with its mortgage loan facility covenants that raise substantialdoubt about its ability to continue as a going concern. Management’s plans inregard to these matters are also described in Note 1(b). The financialstatements do not include any adjustments that might result from the outcome ofthis uncertainty.

 

PricewaterhouseCoopers

Madrid,Spain

June 25,2009

 

4

----

 

**Hotel Ritz Madrid S.A.**

**Balance Sheets**

** **
| ** **                                                                                       | ** ** | **December 31,**    | ** **    |
|--------------------------------------------------------------------------------------------------|------------|--------------------------|---------------|
| ** **                                                                                       | ** ** | **(Euros in thousands)** | ** **    |
| ** **                                                                                       | ** ** | **2008**                 | ** **    | **2007** | ** ** |
| ** **                                                                                       | ** ** | ** **               | ** **    | **(unaudited)** | ** ** |
| **Assets**                                                                                       |       |                     |          |   |   |
| Cash and cash  equivalents                                                                       |       | €                   | 1,147         |   | € | 754 |   |
| Accounts  receivable, net of allowances of €56 and €42                                 |       | 1,930                    |          | 2,781 |   |
| Prepaid expenses                                                                                 |       | 51                       |          | 77 |   |
| Inventories                                                                                      |       | 2,014                    |          | 1,891 |   |
| Total current  assets                                                                            |       | 5,142                    |          | 5,503 |   |
|                                                                                             |       |                     |          |   |   |
| Property, plant  and equipment, net of accumulated depreciationof €13,080 and  €10,670 |       | 124,930                  |          | 125,893 |   |
| Goodwill                                                                                         |       | 4,200                    |          | 11,305 |   |
| Trademark                                                                                        |       | 22,000                   |          | 24,000 |   |
| Deferred  financing costs                                                                        |       | 1,215                    |          | 1,297 |   |
|                                                                                             |       | €                   | 157,487       |   | € | 167,998 |   |
| **Liabilities  and Shareholders’ Equity**                                                   |       |                     |          |   |   |
| Working capital  facilities                                                                      |       | €                   | 11,210        |   | € | 8,532 |   |
| Accounts payable                                                                                 |       | 1,772                    |          | 1,490 |   |
| Due to related  parties                                                                          |       | 2,422                    |          | 2,793 |   |
| Accrued  liabilities                                                                             |       | 2,502                    |          | 2,650 |   |
| Deferred revenue                                                                                 |       | 555                      |          | 509 |   |
| Current portion  of long-term debt                                                               |       | 78,700                   |          | 2,800 |   |
| Total current  liabilities                                                                       |       | 97,161                   |          | 18,774 |   |
|                                                                                             |       |                     |          |   |   |
| Long-term debt                                                                                   |       | —                   |          | 78,700 |   |
| Other  liabilities                                                                               |       | 1,470                    |          | 1,079 |   |
| Deferred income  taxes                                                                           |       | 29,700                   |          | 31,193 |   |
|                                                                                             |       | 128,331                  |          | 129,746 |   |
| Commitments and  contingencies                                                                   |       |                     |          |   |   |
|                                                                                             |       |                     |          |   |   |
| Shareholders’  equity:                                                                      |       |                     |          |   |   |
| Common shares  €3.00 par value (20,000 shares authorized):                                  |       |                     |          |   |   |
| Issued – 20,000  (2007 – 20,000)                                                       |       | 60                       |          | 60 |   |
| Additional  paid-in capital                                                                      |       | 37,235                   |          | 37,235 |   |
| Retained  earnings                                                                               |       | (8,139                   | )             | 957 |   |
| Total  shareholders’ equity                                                                 |       | 29,156                   |          | 38,252 |   |
|                                                                                             |       |                     |          |   |   |
|                                                                                             |       | €                   |  157,487 |   | € | 167,998 |   |

 

The accompanying notes are an integral part of thesefinancial statements.

 

5

----

 

**Hotel Ritz Madrid S.A.**

**Statements of Operations**

** **
| ** **                          | ** ** | **Year ended  December 31,** | ** ** |
|-------------------------------------|------------|-----------------------------------|------------|
| ** **                          | ** ** | **2008**                          | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                          | ** ** | ** **                        | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
| ** **                          | ** ** | **(Euros in thousands)**          | ** ** |
| ** **                          | ** ** | ** **                        | ** ** |
| Revenue                             |       | €                            | 29,966     |   | € | 30,979 |   | € | 27,481 |   |
|                                |       |                              |       |   |   |   |   |
| Expenses:                           |       |                              |       |   |   |   |   |
| Depreciation                        |       | 2,410                             |       | 2,415 |   | 2,423 |   |
| Operating                           |       | 17,374                            |       | 16,709 |   | 15,923 |   |
| Goodwill impairment loss            |       | 7,105                             |       | — |   | — |   |
| Trademark impairment loss           |       | 2,000                             |       | — |   | — |   |
| Selling, general and administrative |       | 6,693                             |       | 6,966 |   | 6,039 |   |
| Total expenses                      |       | 35,582                            |       | 26,090 |   | 24,385 |   |
|                                |       |                              |       |   |   |   |   |
| (Loss)/earnings from operations     |       | (5,616                            | )          | 4,889 |   | 3,096 |   |
|                                |       |                              |       |   |   |   |   |
| Interest expense, net               |       | (4,974                            | )          | (4,940 | ) | (4,781 | ) |
| Net finance costs                   |       | (4,974                            | )          | (4,940 | ) | (4,781 | ) |
|                                |       |                              |       |   |   |   |   |
| (Loss)/earnings before income taxes |       | (10,590                           | )          | (51 | ) | (1,685 | ) |
|                                |       |                              |       |   |   |   |   |
| Provision for income taxes          |       | 1,494                             |       | 19 |   | 469 |   |
|                                |       |                              |       |   |   |   |   |
| Net (loss)/earnings                 |       | €                            | (9,096     | ) | € | (32 | ) | € | (1,216 | ) |

 

The accompanying notes are an integral part of thesefinancial statements.

 

6

----

 

**Hotel Ritz Madrid S.A.**

**Statements of Cash Flows**

 
| ** **                                                                                                             | ** ** | **Year Ended  December 31,** | ** ** |
|------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------|------------|
| ** **                                                                                                             | ** ** | **2008**                          | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                                                                                                             | ** ** | ** **                        | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
| ** **                                                                                                             | ** ** | **(Euros in thousands)**          | ** ** |
| Cash flows from operating activities:                                                                                  |       |                              |       |   |   |   |   |
| Net (loss)/earnings                                                                                                    |       | €                            | (9,096     | ) | € | (32 | ) | € | (1,216 | ) |
|                                                                                                                   |       |                              |       |   |   |   |   |
| Adjustment to reconcile net  (loss)/earnings from continuing operations to net cash provided by operating  activities: |       |                              |       |   |   |   |   |
| Depreciation                                                                                                           |       | 2,410                             |       | 2,415 |   | 2,423 |   |
| Amortization of deferred finance costs                                                                                 |       | 114                               |       | 84 |   | 84 |   |
| Impairment loss                                                                                                        |       | 9,105                             |       | — |   | — |   |
| Loss from disposal of fixed assets                                                                                     |       | 24                                |       | 21 |   | 15 |   |
| Other non-cash items                                                                                                   |       | 14                                |       | (3 | ) | 16 |   |
| Change in deferred tax                                                                                                 |       | (1,493                            | )          | (20 | ) | (469 | ) |
| Change in assets and liabilities:                                                                                      |       |                              |       |   |   |   |   |
| Decrease/(increase) in accounts  receivable, prepaid expenses and other                                                |       | 863                               |       | (587 | ) | (353 | ) |
| Increase in inventories                                                                                                |       | (123                              | )          | (120 | ) | (308 | ) |
| Increase in accounts payable, accrued liabilities,  deferred revenue and other liabilities                             |       | 200                               |       | 386 |   | 1,387 |   |
| Total adjustments                                                                                                      |       | 11,114                            |       | 2,176 |   | 2,795 |   |
| Net cash provided by operating activities                                                                              |       | 2,018                             |       | 2,144 |   | 1,579 |   |
|                                                                                                                   |       |                              |       |   |   |   |   |
| Cash flows from investing activities:                                                                                  |       |                              |       |   |   |   |   |
| Capital expenditures                                                                                                   |       | (1,471                            | )          | (1,400 | ) | (2,076 | ) |
| Net cash used in investing activities                                                                                  |       | (1,471                            | )          | (1,400 | ) | (2,076 | ) |
|                                                                                                                   |       |                              |       |   |   |   |   |
| Cash flows from financing activities:                                                                                  |       |                              |       |   |   |   |   |
| Net proceeds from working capital  facilities                                                                          |       | 2,646                             |       | 2,031 |   | 2,744 |   |
| Principal payments under long-term debt                                                                                |       | (2,800                            | )          | (2,500 | ) | (2,000 | ) |
| Net cash (used in)/provided by financing  activities                                                                   |       | (154                              | )          | (469 | ) | 744 |   |
|                                                                                                                   |       |                              |       |   |   |   |   |
| Net increase in cash and cash equivalents                                                                              |       | 393                               |       | 275 |   | 247 |   |
| Cash and cash equivalents at beginning of  year                                                                        |       | 754                               |       | 479 |   | 232 |   |
| Cash and cash equivalents at end of year                                                                               |       | €                            | 1,147      |   | € | 754 |   | € | 479 |   |

 

The accompanying notes are an integral part of thesefinancial statements.

 

7

----

 

**Hotel Ritz Madrid S.A.**

**Statements of Shareholders’Equity**

** **
| **(Euros in thousands)**                    | ** ** | **Common  Shares  At Par  Value** | ** ** | **Additional   Paid-In  Capital** | ** ** | **Retained  Earnings** | ** ** | **Total  Comprehensive  Income/(Loss)** | ** ** |
|---------------------------------------------|------------|-----------------------------------|------------|-----------------------------------|------------|------------------------|------------|-----------------------------------------|------------|
| Balance, January 1, 2006 (unaudited)   |       | €                            | 60         |                              | €     | 37,235                 |       | €                                  | 2,205      |   |   |   |
|                                        |       |                              |       |                              |       |                   |       |                                    |       |
| Comprehensive income:                       |       |                              |       |                              |       |                   |       |                                    |       |
| Net loss for the year                       |       | —                            |       | —                            |       | (1,216                 | )          | €                                  | (1,216     | ) |
|                                        |       |                              |       |                              |       |                   |       | €                                  | (1,216     | ) |
| Balance, December 31, 2006 (unaudited) |       | 60                                |       | 37,235                            |       | 989                    |       |                                    |       |
|                                        |       |                              |       |                              |       |                   |       |                                    |       |
| Comprehensive income:                       |       |                              |       |                              |       |                   |       |                                    |       |
| Net loss for the year                       |       | —                            |       | —                            |       | (32                    | )          | €                                  | (32        | ) |
|                                        |       |                              |       |                              |       |                   |       | €                                  | (32        | ) |
| Balance, December 31, 2007 (unaudited) |       | 60                                |       | 37,235                            |       | 957                    |       |                                    |       |
|                                        |       |                              |       |                              |       |                   |       |                                    |       |
| Comprehensive income:                       |       |                              |       |                              |       |                   |       |                                    |       |
| Net loss for the year                       |       | —                            |       | —                            |       | (9,096                 | )          | €                                  | (9,096     | ) |
|                                        |       |                              |       |                              |       |                   |       | €                                  | (9,096     | ) |
| Balance, December 31, 2008             |       | €                            | 60         |                              | €     | 37,235                 |       | €                                  | (8,139     | ) |   |   |

 

The accompanying notes are an integral part of thesefinancial statements.

 

8

----

 

**Hotel Ritz Madrid S.A.**

**Notes to Financial Statements**

 

**1.****                                     ****Summaryof significant accounting policies and basis of presentation**

 

*(a)          Business*

 

In this report Hotel Ritz Madrid SA is referred to asthe “Company”. The Company owns and operates The Hotel Ritz in Madrid, Spain.

 

The Company is50% owned indirectly by Orient-Express Hotels Ltd. (“OEH”) and 50% ownedindirectly by Omega Capital S.L. (“Omega”).

 

*(b)          Basis of presentation and liquidity*

 

The accompanying financial statements have beenprepared in accordance with accounting principles generally accepted in theUnited States of America and reflect the results of operations, financialposition and cash flows of the Company. The financial statements have been prepared using the historical costbasis in the assets and liabilities and the historical results of operationsdirectly attributable to the Company in the normal course of business.

 

As noted in Note 6 below, at December 31, 2008,the Company was out of compliance with a debt service coverage ratio in itsfirst mortgage loan facility, which is non-recourse to and not credit-supportedby the shareholders. A total of €78,700,000 had been borrowed under this loanfacility at December 31, 2008. The Company continues to service fully theinterest and principal repayments as these fall due, including a principalrepayment of €3,100,000 in March 2009, and is continuing to negotiate withthe lender to determine how to bring the Company back into compliance.

 

The risk that the Company may not successfullycomplete this renegotiation with the lender and obtain the related amendment ofcertain financial covenants included in the loan facility, and/or the risk thatthe Company may not have adequate liquidity to fund its operations as a resultof not meeting its projected financial results, even if the renegotiation iscompleted, raise substantial doubt about the Company’s ability to continue as agoing concern.

 

9

----

 

During the first six months of 2009, the Company hastaken steps to reduce its operating and selling, general and administrativeexpenses. Management believes these actions will enable the Company to improveits future profitability. As a result, the financial statements do not includeany adjustments to reflect the possible future effects on the recoverabilityand classification of assets or the amounts and classification of liabilitiesthat may result from the outcome of the Company’s ability to continue as agoing concern.

 

“FASB” means Financial Accounting Standards Board and “APB”means Accounting Principles Board, the FASB’s predecessor.  “SFAS” means Statement of FinancialAccounting Standards of the FASB, and “FIN”, “EITF” or “FSP” means an accountinginterpretation of the FASB.

 

*(c)          Cashand cash equivalents*

 

Cash and cash equivalents include all cash balancesand highly-liquid investments having original maturities of three months orless.

 

*(d)          Foreigncurrency*

 

The functional currency of the Company is Euros whichis also the local currency and reporting currency of the Company. Foreigncurrency transaction gains and losses are recognized in earnings as they occur.

 

*(e)          Estimates*

 

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period.  Significant estimates include, but are notlimited to, the allowance for doubtful accounts, valuation of intangible assetsand goodwill, depreciation and amortization, taxes and contingencies.  Actual results could differ materially frommanagement’s estimates.

 

*(f)           Accountsreceivable*

 

The Company states its accounts receivable at theirestimated net realizable value. The Company maintains allowance for doubtfulaccounts for specifically identified estimated losses resulting from theinability of its customers to make required payments.

 

10

----

 

*(g)          Deferred financing costs*

 

Debt issuance costs incurred in connection with theplacement of long-term debt are capitalized and amortized to interest expenseover the lives of the related debt.

 

*(h)          Revenue recognition*

 

Hotel and restaurant revenue is recognized when therooms are occupied and the services are performed.  Deferred revenue consisting of deposits paidin advance is recognized as revenue when the services are performed for hotelsand restaurants.

 

*(i)           Marketing costs*

 

Marketingcosts are expensed as incurred and are reported in selling, general andadministrative expenses.  Marketing costsinclude costs of advertising and other marketing activities.  These costs were €1,164,000 in 2008(2007-€1,158,000 (unaudited); 2006-€1,367,000 (unaudited)).

 

*(j)           Interestexpense, net*

 

The Company capitalizes interest during theconstruction of assets. Interest expense, net excludes interest which has beencapitalized in the amount of €119,000 in 2008 (2007-€86,000 (unaudited);2006-€57,000 (unaudited)).

 

*(k)          Income taxes*

 

The Company accounts for income taxes in accordance withSFAS No. 109, “Accounting for Income Taxes.”  The objectives ofaccounting for income taxes are to recognize the amount of taxes payable orrefundable for the current year and to recognize deferred tax liabilities andassets for the future tax consequences of events that have been recognized inthe Company’s financial statements or tax returns.

 

11

----

 

Current and deferred tax assets andliabilities are recognized for estimated taxes payable or refundable due totemporary differences and carryforwards. All available evidence, both positiveand negative, is considered to determine whether, based on the weight of thatevidence, a valuation allowance is needed for some portion or all of a deferredtax asset. Judgment is used in considering the relative impact of negative andpositive evidence.

 

*(l)           Inventories*

 

Inventories include food, beverages,certain operating stocks and retail goods. Inventories are valued at the lower of cost or market value under thefirst-in, first-out method.

 

*(m)         Property,plant and equipment, net*

 

Property, plant and equipment, net are stated at costless accumulated depreciation.  The costof significant renewals and betterments is capitalized and depreciated, whileexpenditures for normal maintenance and repairs are expensed as incurred.

 

Depreciation expense is computed using thestraight-line method over the following estimated useful lives:

 
| **Description**                    | ** ** | **Useful lives** | ** ** |
|------------------------------------|------------|------------------|------------|
|                               |       |             |       |
| Building                           |       | Up to 40 years   |       |
| Machinery and  equipment           |       | 5 to 25 years    |       |
| Furniture,  fixtures and equipment |       | 5 to 15 years    |       |

 

Art and certain antiques are not depreciated.

 

*(n)          Impairment of long-lived assets*

 

In accordance with SFAS No. 144, “Accounting forthe Impairment or Disposal of Long-Lived Assets”, the Company’s managementreviews long-lived assets whenever events or changes in circumstances indicatethat the carrying amount of the assets may not be recoverable.

 

*(o)          Goodwill*

 

In accordance with SFAS No. 142, “Goodwill andOther Intangible Assets”, goodwill must be evaluated at least annually todetermine impairment.  Goodwill is notamortized.  The goodwillimpairment testing under SFAS No. 142 is performed in two steps: first,the determination of impairment based upon the fair value of 

 

12

----

 

a reporting unit as compared with its carryingvalue and, second, if there is an implied impairment, the measurement of theamount of impairment loss is determined by comparing the implied fair value ofgoodwill with the carrying amount of that goodwill.  Impairment testing is performed annually atyear end.  During 2008, an impairmentloss of €7,105,000 has been identified and recorded (see Note 3).

 

*(p)          Trademark*

 

Trademark has indefiniteuseful life and is reviewed annually for impairment in accordance with SFAS No. 142.  During 2008, an impairment loss of €2,000,000has been identified and recorded (see Note 4).

 

*(q)          Concentrationof credit risk*

 

Due to the nature of the leisure industry,concentration of credit risk with respect to trade receivables is limited.  The Company’s customer base is comprised ofnumerous customers across different geographic areas.

 

*(r)          Otherliabilities*

 

Other liabilities consist of provision for severancepayments that are due to be paid to certain employees on their retirementaccording to local legislation. Employees who are at least 50 years old andworked for the Company for at least 10 years are entitled to receive a lump-sumpayment when they leave the Company. The provision is recorded based on theinformation about staff ages, years of service and history of staff turnover inthe Company.

 

*(s)          Risksand uncertainties*

 

The Company’s future operating results are subject toa number of risks, including, but not limited to, competition, competitivepricing pressures, economic slowdowns, the Company’s ability to sustain andmanage growth and the Company’s ability to attract and retain key personnel.

 

The Company’s primary financial market exposurerelated to changes in interest rates.

 

13

----

 

*(t)           Recentaccounting pronouncements*

 

*FIN 48*

 

In July 2006, the FASB issued FIN No. 48, “Accountingfor Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109”.FIN 48 clarifies the accounting for income taxes by prescribing the minimumrecognition threshold a tax position must meet before being recognized in thefinancial statements. FIN 48 applies to all tax positions related to incometaxes subject to SFAS No. 109. FIN 48 is effective for fiscal yearsbeginning after December 15, 2008 for non-public companies. The Companydoes not expect the adoption of FIN 48 to have a material effect on itsfinancial position or results of operations. The Company accounts for uncertainty in income taxes in accordance withSFAS No. 5, “Accounting for Contingencies”.

 

*SFAS No. 157*

 

The Company adopted SFAS No. 157, “Fair ValueMeasurements”, effective January 1, 2008, except as it applies to thosenon-financial assets and non-financial liabilities as noted in FSP FAS 157-2described below.  There was no materialimpact on the Company’s financial statements from the adoption of the standard.

 

In February 2008,the FASB issued proposed FSP FAS 157-2, which delayed the effective date ofSFAS No. 157 for all non-financial assets and non-financial liabilities,except for those that are recognized or disclosed at fair value in thefinancial statements on a recurring basis (at least annually).  FSP FAS 157-2 partially defers the effectivedate of SFAS No. 157 to fiscal years beginning after November 15,2008, and interim periods within those fiscal years for items within the scopeof the FSP.

 

*SFAS No. 159*

 

The Company adopted SFAS No. 159, “The Fair ValueOption for Financial Assets and Financial Liabilities”, effective January 1,2009 which had no material impact on the Company’s financial statements.

 

*FSP 142-3*

 

In April 2008, the FASB issued FSP 142-3, “Determinationof the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in 

 

14

----

 

developingrenewal or extension assumptions used to determine the useful life of a recognizedintangible asset under SFAS No. 142. This FSP is effective for financial statements issued for fiscal yearsbeginning after December 15, 2008. The statement is not expected to have amaterial impact on the Company’s financial statements.

 

**2.****            ****Property,plant and equipment, net**

 

The major classes of property, plant and equipment areas follows (Euros in thousands):

 
| ** **                               | ** ** | **December 31,** | ** ** |
|------------------------------------------|------------|-----------------------|------------|
| ** **                               | ** ** | **2008**              | ** ** | **2007** | ** ** |
| ** **                               | ** ** | ** **            | ** ** | **(unaudited)** | ** ** |
| Building                                 |       | €                | 29,654     |   | € | 128,561 |   |
| Machinery and  equipment                 |       | 3,875                 |       | 3,717 |   |
| Fixtures, fittings  and office equipment |       | 4,481                 |       | 4,285 |   |
|                                     |       | 138,010               |       | 136,563 |   |
| Less:  accumulated depreciation          |       | (13,080               | )          | (10,670 | ) |
|                                     |       | €                | 124,930    |   | € | 125,893 |   |

 

**3.****            ****Goodwill**

 

Thechanges in the carrying amount of goodwill for the year ended December 31,2008 are as follows (Euros in thousands):

 
| ** **                           | ** ** | **Year ended**             | ** ** |
|--------------------------------------|------------|----------------------------|------------|
| ** **                           | ** ** | **December 31, 2008** | ** ** |
| Balance as of  January 1, 2008  |       | €                     | 11,305     |   |
| Goodwill  impairment                 |       | (7,105                     | )          |
| Balance as at December 31, 2008 |       | €                     | 4,200      |   |

 

The Company’sgoodwill impairment testing is performed in two steps: first, the determinationof impairment based upon the fair value of the reporting unit as compared withits carrying value and, second, if there is an implied impairment, themeasurement of the amount of the impairment loss is determined by comparing theimplied fair value of goodwill with the carrying value of the goodwill. If thecarrying value of the reporting unit’s goodwill exceeds its implied fair value,the goodwill is deemed to be impaired and is written down to the extent of thedifference.

 

Thedetermination of the impairment incorporates various assumptions anduncertainties that the Company believes are reasonable and supportableconsidering all available evidence, such as the future cash flows of the 

 

15

----

 

business,future growth rates and the related discount rate. However, these assumptionsand uncertainties are, by their very nature, highly judgmental.

 

During 2008,due to the downturn in the economy the Company identified and recorded goodwillimpairment loss in the amount of €7,105,000.

 

**4.****            ****Trademark**

** **

Unamortized intangible assets

** **
| ** **                            | ** ** | **Trademark**            | ** ** |
|---------------------------------------|------------|--------------------------|------------|
| ** **                            | ** ** | **(Euros in thousands)** | ** ** |
| Balance as of  January 1, 2008   |       | €                   | 24,000     |   |
| Impairment                            |       | (2,000                   | )          |
| Balance as of  December 31, 2008 |       | €                   | 22,000     |   |

 

The Company’s trademarkasset was reviewed for impairment by comparing its carrying value with the fairvalue. An impairment loss has been identified and recorded as at December 31,2008. The fair value was estimated based on expected future cash flows, growthrates and discount rates which were lower than in previous years due to thedownturn in the market that occurred over the last few months of 2008.

 

**5.****            ****Workingcapital facilities**

 

Working capital facilities are composed ofthe following, all repayable within one year (Euros in thousands):

 
| ** **                                                                                                           | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                           | ** ** | **2008**              | ** ** | **2007** | ** ** |
| ** **                                                                                                           | ** ** | ** **            | ** ** | **(unaudited)** | ** ** |
| Unsecured working capital facilities, with  a weighted average annual interest rate of 5.53% and 4.80%, respectively |       | €                | 11,210     |   | € | 8,532 |   |
|                                                                                                                      |            |                       |            |  |  |  |  |

 

The Company had a €13,000,000 working capital line ofcredit at December 31, 2008 (2007-€10,500,000 (unaudited)) issued by onefinancial institution and having an expiration date of April 9, 2009, ofwhich €1,790,000 was undrawn (2007-€1,968,000 (unaudited)).  OEH and Omega each guaranteed, through 2009,€6,500,000 of this working capital facility of the Company in which they eachhave an indirect 50% equity investment.

 

16

----

 

**6.****            ****Long-termdebt**

 

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

 
| ** **                                                                                                                                                                           | ** ** | **December 31,** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                                           | ** ** | **2008**              | ** ** | **2007** | ** ** |
| ** **                                                                                                                                                                           | ** ** | ** **            | ** ** | **(unaudited)** | ** ** |
| Loans from  banks collateralized by property, plantand equipment  payable over periods of 1 to 11years, with a weighted  average annual interestrate of 5.5% and 5.5%,  respectively |       | €                | 78,700     |   | € | 81,500 |   |
| Less: current  portion                                                                                                                                                               |       | (78,700               | )          | (2,800 | ) |
|                                                                                                                                                                                 |       | €                | —     |   | € | 78,700 |   |

 

The fair value of the debt approximates its bookvalue.

 

At December 31,2008, the Company was out of compliance with a debt service coverage ratio inits first mortgage loan facility, which is non-recourse to and notcredit-supported by the shareholders. A total of €78,700,000 had been borrowedunder this loan facility at December 31, 2008. The Company continues toservice fully the interest and principal repayments as these fall due,including a principal repayment of €3,100,000 in March 2009, and iscontinuing to negotiate with the lender to determine how to bring the Companyback into compliance.  No assurances can be given that the Company will besuccessful in completing these negotiations and therefore the €78,700,000borrowings have been shown in the current portion of long-term debt.

 

The following is a summary of the aggregate maturitiesof consolidated long-term debt at December 31, 2008 (Euros in thousands):

 
| **Year ending  December 31,** | ** ** | ** ** | ** ** |
|------------------------------------|------------|------------|------------|
|                               |       |       |       |
| 2009                               |       | €     | 78,700     |   |
| 2010                               |       | —     |       |
| 2011                               |       | —     |       |
| 2012                               |       | —     |       |
| 2013                               |       | —     |       |
| 2014 and thereafter                |       | —     |       |
|                               |       | €     | 78,700     |   |

 

17

----

 

**7.****            ****Otherliabilities**

 

Other liabilities at December 31, 2008 amount to€1,470,000 (2007-€1,079,000 (unaudited)) relating to deferred retirementbenefit obligations of the Company. There are no assets to be disclosed.

 

**8.****            ****Incometaxes**

 

The provision for income taxes consists of thefollowing (Euros in thousands):

 
| ** **                    | ** ** | **Year ended December 31** | ** ** |
|-------------------------------|------------|---------------------------------|------------|
| ** **                    | ** ** | **2008**                        | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                    | ** ** | ** **                      | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
| Pre-tax  (loss)/income        |       |                            |       |   |   |   |   |
| Spain                         |       | €                          | (10,590    | ) | € | (51 | ) | € | (1,685 | ) |
|                          |       |                            |       |   |   |   |   |
| Current tax                   |       |                            |       |   |   |   |   |
| Spain                         |       | €                          | —     |   | € | — |   | € | — |   |
|                          |       |                            |       |   |   |   |   |
| Deferred tax  credit/(charge) |       |                            |       |   |   |   |   |
| Spain                         |       | €                          | 1,494      |   | € | 19 |   | € | 469 |   |

 

No income taxes were paid during 2008, 2007 and 2006.

 

The reconciliations of the Spanish income taxrate to the Company’s effective tax rate for the three years ended December 31,2008 are as follows:

 
| ** **                               | ** ** | **Year ended December 31** | ** ** |
|------------------------------------------|------------|---------------------------------|------------|
| ** **                               | ** ** | **2008**                        | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                               | ** ** | ** **                      | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
|                                     |       |                            |       |   |   |   |   |
| Spanish  income tax rate                 |       | 30                              | %          | 32.5 | % | 35 | % |
| Reduction in taxes - goodwill impairment |       | (16                             | )%         | — |   | — |   |
| Other  permanent differences             |       | —                          |       | 4.5 | % | (7 | )% |
| Effective  tax rate                      |       | 14                              | %          | 37 | % | 28 | % |

 

18

----

 

Deferred income taxesreflect the net tax effects of temporary differences between the carryingamount of assets and liabilities for financial reporting purposes and theamounts used for income tax purposes. The following represents the Company’s net deferred tax liabilities(Euros in thousands):

 
| ** **                                               | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------|------------|-----------------------|------------|
| ** **                                               | ** ** | **2008**              | ** ** | **2007** | ** ** |
| ** **                                               | ** ** | ** **            | ** ** | **(unaudited)** | ** ** |
| Gross deferred tax assets                                |       |                  |       |   |   |
| Operating loss carryforwards                             |       | €                | 3,475      |   | € | 2,944 |   |
| Employee  retirement provision                           |       | 441                   |       | 324 |   |
| Less: valuation allowance                                |       | —                |       | — |   |
| Net deferred tax assets                                  |       | 3,916                 |       | 3,268 |   |
| Deferred tax liabilities (depreciation and amortization) |       | (33,616               | )          | (34,461 | ) |
| Net deferred tax liabilities                             |       | €                | (29,700    | ) | € | (31,193 | ) |

 

The deferred tax assets consist primarily of tax losscarryforwards. The gross amount of tax loss carryforwards is €11,583,000. Ofthis amount, €nil will expire in the five years ending December 31, 2013and a further €201,000 will expire in the five years ending December 31,2018. The remaining losses of €11,382,000 will expire after December 31,2018. No valuation allowance has been provided against gross deferred taxassets as it is not thought more likely than not that the benefits associatedwith these assets will be realized.

 

The deferred tax liabilities consist primarily ofdifferences between the tax basis of depreciable assets and the adjusted basisas reflected in the financial statements.

 

**9.****            ****Supplementalcash flow information**

** **
| ** **     | ** ** | **Year ended December 31,** | ** ** |
|----------------|------------|----------------------------------|------------|
| ** **     | ** ** | **2008**                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **     | ** ** | ** **                       | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
| ** **     | ** ** | **(Euros in thousands)**         | ** ** |
| Cash paid for: |       |                             |       |   |   |   |   |
| Interest       |       | €                           | 4,913      |   | € | 4,989 |   | € | 3,621 |   |
|                |            |                                  |            |  |  |  |  |  |  |  |

 

19

----

 

**10.          Shareholders’ equity**

 

*(a)          Share capital and additional-paid incapital*

 

At December 31, 2008, the Company’s share capitalconsisted of 20,000 fully-subscribed and paid shares with a par value of threeeuro each, all carrying the same rights. The additional paid-in capital amountsto €37,235,000 and is a distributable reserve.

 

The shareholders of the Company are as follows:

 
| ** **                           | ** ** | **Number of  shares** | ** ** | **% of  ownership** | ** ** |
|--------------------------------------|------------|-----------------------|------------|---------------------|------------|
|                                 |       |                  |       |                |       |
| Orient-Express Spanish Holding, S.L. |       | 9,995                 |       | 49.98               |       |
| Landis Inversiones S.L.              |       | 9,995                 |       | 49.98               |       |
| Other                                |       | 10                    |       | 0.04                |       |
|                                 |       | 20,000                |       | 100.00              |       |

 

Landis Inversiones S.L. is a wholly-owned subsidiaryof Omega Capital S.L.

 

*(b)          Retained earnings*

 

Within retained earnings there is an amount of €3,202,000at December 31, 2008 (2007 - €3,202,000 (unaudited)) which isnon-distributable under Spanish Law.

 

**11.****          ****Commitmentsand contingencies**

 

Outstanding contracts to purchase fixed assets wereapproximately €nil at December 31, 2008 (2007-€nil (unaudited)). There areno operating leases.

 

**12.****          ****Othercomprehensive (loss)/income**

 

The componentsof comprehensive (loss)/income are as follows (Euros in thousands):

 
| ** **           | ** ** | **Year ended December 31,** | ** ** |
|----------------------|------------|----------------------------------|------------|
| ** **           | ** ** | **2008**                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **           | ** ** | ** **                       | ** ** | **(unaudited)** | ** ** | **(unaudited)** | ** ** |
| Net (loss)/earnings  |       | €                           | (9,096     | ) | € | (32 | ) | € | (1,216 | ) |
| Comprehensive income |       | €                           | (9,096     | ) | € | (32 | ) | € | (1,216 | ) |

 

20

----

 

**13.****          ****Relatedparty transactions**

 

OEH holds an indirect 50% interest in the Company accounted for underthe equity method.  For the year ended December 31,2008, OEH earned €883,000 (2007-€1,218,000 (unaudited); 2006-€825,000(unaudited)) in management fees, which are included in the Company’s selling,general and administrative expenses.  Theamount due to OEH from the Company at December 31, 2008 was €1,219,000(2007-€1,590,000 (unaudited)).

 

There were no transactions with Omega in the years ended December 31,2008, 2007 or 2006 (2007 and 2006 unaudited). The amount due to Omega from theCompany at December 31, 2008 was €1,203,000 (2007-€1,203,000 (unaudited)).

 

21

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 
| Dated: June 29, 2009 |   |                                                     |
|---------------------------|--------|----------------------------------------------------------|
|                      |   |                                                     |
|                      |   |                                                     |
|                      |   | ORIENT-EXPRESS HOTELS LTD.                               |
|                      |   |                                                     |
| ** **                | By:    | /s/ Martin O’Grady                                  |
|                      |   | Martin O’Grady                                      |
|                      |   | Vice President—Finance  and Chief Financial Officer |
|                           |        |                                                          |  |

 

**EXHIBITINDEX**

 
| **Exhibit  No.** | ** ** | **Incorporated by  Reference to**                                                                                   | ** ** | **Description**                                                                                                                                                                                                                 |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                                                                          |       |                                                                                                                                                                                                                            |
| 3.1              |       | Exhibit 3.1  to July 9, 2007 Form 8-K Current Report (File No. 1- 16017)                                  |       | Memorandum of  Association and Certificate of Incorporation of Orient-Express Hotels Ltd.                                                                                                                                       |
| 3.2              |       | Exhibit 3.2  to June 15, 2007 Form 8-K Current Report (File No. 1- 16017)                                 |       | Bye-Laws of Orient-Express Hotels Ltd.                                                                                                                                                                                          |
| 3.3              |       | Exhibit 1  to April 23, 2007 Amendment No. 1 to Form 8-A Registration  Statement (File No. 1- 16017) |       | Rights Agreement  dated June 1, 2000, and amended and restated April 12, 2007,  between Orient-Express Hotels Ltd. and Computershare Trust Company N.A., as  Rights Agent                                             |
| 3.4              |       | Exhibit 4.2  to December 10, 2007 Form 8-K Current Report (File  No. 1-16017)                             |       | Amendment  No. 1 dated December 10, 2007 to Amended and Restated Rights  Agreement (Exhibit 3.3)                                                                                                                 |
| 4.1              |       | Exhibit 1.1  to July 26, 2006 Form 8-K Current Report (File No. 1-16017)                                  |       | Secured Facility  Agreement dated July 20, 2006 for Orient-Express Hotels Ltd. arranged by  Barclays Capital with Barclays Bank PLC acting as Agent and Barclays Bank PLC  acting and Security Trustee                     |
| 4.2              |       | Exhibit 1.2  to July 26, 2006 Form 8-K Current Report (File No. 1-16017)                                  |       | Secured Facility  Agreement dated July 20, 2006 for Orient-Express Hotels Ltd. arranged by  BarclaysCapital with Banca Nazionale del Lavoro S.p.A. acting as Lender and Barclays Bank  PLC acting as Security Trustee |

 

The registrant has no instrument with respect tolong-term debt not listed above under which the total amount of securitiesauthorized exceeds 10% of the total assets of the registrant on a consolidatedbasis.  The registrant agrees to furnish to the SEC upon request a copy ofeach instrument with respect to long-term debt not filed as an exhibit to thisreport.

 

22

----

 
| **Exhibit  No.** | ** ** | **Incorporated by  Reference to**                                        | ** ** | **Description**                                                                                                                                                                                                                                           |
|------------------|------------|------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                               |       |                                                                                                                                                                                                                                                      |
| 10.1             |       |                                                                               |       | Orient-Express Hotels Ltd. 2000 Stock Option Plan*                                                                                                                                                                                                        |
| 10.2             |       |                                                                               |       | Orient-Express Hotels Ltd. 2004 Stock Option Plan*                                                                                                                                                                                                        |
| 10.3             |       |                                                                               |       | Orient-Express Hotels Ltd. 2007 Performance Share  Plan*                                                                                                                                                                                                  |
| 10.4             |       |                                                                               |       | Orient-Express  Hotels Ltd. 2007 Stock Appreciation Rights Plan*                                                                                                                                                                                          |
| 10.5             |       | Exhibit 10.3  to 2004 Form 10-K Annual Report (File No. 1-16017)    |       | Amended and  Restated Agreement Regarding Hotel Cipriani Interests dated February 8,  2005 between James B. Sherwood, Hotel Cipriani S.r.l. and Orient-Express  Hotels Ltd.                                                                          |
| 10.6             |       | Exhibit 10.4  to 2004 Form 10-K Annual Report (File No. 1-16017)    |       | Amended and  Restated Right of First Refusal and Option Agreement Regarding Indirectly  Held Hotel Cipriani Interests dated February 8, 2005 between James B.  Sherwood and Orient-Express Hotels Ltd.                                               |
| 10.7             |       | Exhibit 10.4  to Form S-1 Registration Statement No. 333-12030      |       | Agreement dated  February 18, 1982 between James B. Sherwood and Hotel Cipriani S.p.A.  regarding apartment                                                                                                                                          |
| 10.8             |       | Exhibit 10.10  to 2003 Form 10-K Annual Report (File No. 1-16017)   |       | Contract of  Special Partnership or Joint Venture dated August 1, 2002 between  Alberghiera Fiesolana S.p.A. and Capannelle S.r.l.                                                                                                                   |
| 10.9             |       | Exhibit 10  to July 25, 2007 Form 8-K Current Report (File 1-16017) |       | Form of  Severance Agreement dated December 1, 2006, as amended July 25,  2007, between Orient-Express Hotels Ltd. and Paul White                                                                                                          |
| 10.10            |       | Exhibit 10.11  to 2006 Form 10-K Annual Report (File No. 1-16017)   |       | Form of  Severance Agreement dated December 1, 2006 between Orient-Express Hotels  Ltd. and each of Filip Boyen, Roger Collins, Pippa Isbell, Nicholas Varian  and Martin O’Grady (dated November 15, 2007 for Mr. O’Grady) |
| 10.11            |       | Exhibit 10.12  to 2006 Form 10-K Annual Report (File No. 1-16017)   |       | Form of  Severance Agreement dated December 1, 2006 between Orient-Express Hotels  Ltd. and each of Edwin Hetherington and David Williams                                                                                                       |
| 11               |       |                                                                               |       | Statement of computation of per share earnings*                                                                                                                                                                                                           |
| 12               |       |                                                                               |       | Statement of computation of ratios*                                                                                                                                                                                                                       |
| 14               |       | Exhibit 14  to 2003 Form 10-K Annual Report (File No. 1-16017)      |       | Code of Business  Practices for Principal Executive, Financial and Accounting Officers                                                                                                                                                                    |
| 21               |       |                                                                               |       | Subsidiaries of Orient-Express Hotels Ltd.*                                                                                                                                                                                                               |
| 23.1             |       |                                                                               |       | Consent of  Deloitte LLP relating to Form S-3 Registration Statements  No. 333-155364 and 333-158308 and Form S-8 Registration Statements  No. 333-58298, No. 333-129152 and 333-147448.*                                        |

 

23

----

 
| 23.2 |   |                                                                          |   | Consent of  PricewaterhouseCoopers relating to Form S-3 Registration Statements  No. 333-155364 and 333-158308 and Form S-8 Registration Statements  No. 333-58298, No. 333-129152 and 333-147448. |
|------|--------|-------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31   |   |                                                                          |   | Rule 13a-14(a)/15d-14(a) Certification                                                                                                                                                                            |
| 32   |   |                                                                          |   | Section 1350 Certification                                                                                                                                                                                             |
| 99   |   | Exhibit 99  to 2004 Form 10-K Annual Report (File No. 1-16017) |   | Corporate  Governance Guidelines of Orient-Express Hotels Ltd.                                                                                                                                                              |

 

----

* Previously Filed

 

24

----