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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10 - Q



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Quarterly Report Under Section 13 or
15 (d)

of the Securities Exchange Act of 1934



|                                |  |                               
|------------------------------- |  | ------------------------------
|For Quarter Ended June 30, 2005 |  | Commission file Number 0-11538



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Overseas Partners Ltd.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Islands of Bermuda                                             |  | N/A                                 
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



Cumberland House,
One Victoria Street, Hamilton HM 11, Bermuda

(Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code (441) 295-0788



N/A

Former name, former address and former fiscal year, if changed since last report



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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, and (2) has been subject to such filing requirements for the past 90
days.    YES  x    NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    YES  x    NO ̈



Common Stock, par value
$.10 per share

(Title of Class)



118,758,470 Shares

Outstanding at August 8,
2005



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PART I. FINANCIAL INFORMATION

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED
BALANCE SHEETS

(In thousands, except share and per share amounts)



|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                                                                        |  | June 30, 2005 |          |   | December 31, 2004 |  
|                                                                                                                                                                                        | 
|                                                                                                                                                                                        |  | (Unaudited)   |          |   |                   |  
|ASSETS:                                                                                                                                                                                 |  |               |          |   |                   |   |          |  
|Investments:                                                                                                                                                                            |  |               |          |   |                   |   |          |  
|Available-for-sale, at fair value                                                                                                                                                      |  |               |          |   |                   |   |          |  
|Debt securities (amortized cost: 2005  $242,592, 2004  $285,708)                                                                                                                      |  | $             | 242,124  |   |                   | $ | 285,162  |  
|Equity securities (cost: 2005  $709, 2004  $709)                                                                                                                                      |  |               | 1,330    |   |                   |   | 807      |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|                                                                                                                                                                                        |  |               | 243,454  |   |                   |   | 285,969  |  
|Cash and cash equivalents                                                                                                                                                               |  |               | 133,455  |   |                   |   | 383,216  |  
|Reinsurance balances receivable                                                                                                                                                         |  |               | 230      |   |                   |   | 3,776    |  
|Funds withheld                                                                                                                                                                          |  |               | 5,700    |   |                   |   | 17,978   |  
|Paid losses recoverable from reinsurers                                                                                                                                                 |  |               | 33,393   |   |                   |   | 21,383   |  
|Unpaid losses and loss expenses recoverable from reinsurers                                                                                                                             |  |               | 1,762    |   |                   |   | 24,621   |  
|Deferred acquisition costs                                                                                                                                                              |  |               | 2        |   |                   |   | 4        |  
|Other assets                                                                                                                                                                            |  |               | 10,548   |   |                   |   | 17,090   |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Total assets                                                                                                                                                                            |  | $             | 428,544  |   |                   | $ | 754,037  |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|LIABILITIES AND MEMBERS EQUITY:                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Liabilities:                                                                                                                                                                            |  |               |          |   |                   |   |          |  
|Accrued losses and loss expenses                                                                                                                                                        |  | $             | 140,646  |   |                   | $ | 188,155  |  
|Unearned premiums                                                                                                                                                                       |  |               | 165      |   |                   |   | 1,349    |  
|Reinsurance balances payable                                                                                                                                                            |  |               | 23,176   |   |                   |   | 28,060   |  
|Accounts payable and other liabilities                                                                                                                                                  |  |               | 8,443    |   |                   |   | 21,083   |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Total liabilities                                                                                                                                                                       |  | $             | 172,430  |   |                   | $ | 238,647  |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Commitments and contingencies                                                                                                                                                           |  |               |         |   |                   |   |         |  
|Preference Stock, par value $0.10 per share; authorized 200 million shares; none issued                                                                                                 |  |               |         |   |                   |   |         |  
|                                                                                                                                                                                        |  |              
|Members equity:                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Common Stock, par value $0.10 per share; authorized 900 million shares; issued 127,488,624 shares (2004: 127,500,000 shares); outstanding
118,758,470 shares (2004: 118,769,846 shares) |  |               | 12,749   |   |                   |   | 12,750   |  
|Contributed surplus                                                                                                                                                                     |  |               | 37,625   |   |                   |   | 37,650   |  
|Retained earnings                                                                                                                                                                       |  |               | 364,342  |   |                   |   | 624,193  |  
|Treasury stock (2005  8,730,154 shares, 2004  8,730,154 shares), at cost                                                                                                              |  |               | (158,755 | ) |                   |   | (158,755 | )
|Accumulated other comprehensive income (loss)                                                                                                                                           |  |               | 153      |   |                   |   | (448     | )
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Total members equity                                                                                                                                                                   |  |               | 256,114  |   |                   |   | 515,390  |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Total liabilities and members equity                                                                                                                                                   |  | $             | 428,544  |   |                   | $ | 754,037  |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  
|Net book value per share                                                                                                                                                                |  | $             | 2.16     |   |                   | $ | 4.34     |  
|                                                                                                                                                                                        |  |               |          |   |                   |   |          |  



See condensed notes to
unaudited consolidated financial statements.



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------ |  | -------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                             |  | Three Months EndedJune 30, |         |   | Six Months Ended June 30, |  
|                                                             |  | 2005                       |         |   | 2004                      |   |         | 2005 |  |   | 2004    |  
|REVENUES:                                                    |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Gross reinsurance premiums written                           |  | $                          | 79      |   |                           | $ | (116    | )    |  | $ | (140    | ) |  | $ | 3,297   |  
|Reinsurance premiums ceded                                   |  |                            |        |   |                           |   | (4,200  | )    |  |   |        |   |  |   | (4,321  | )
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Reinsurance premiums written                                 |  |                            | 79      |   |                           |   | (4,316  | )    |  |   | (140    | ) |  |   | (1,024  | )
|Change in unearned premiums                                  |  |                            | 5       |   |                           |   | 1,505   |      |  |   | 10      |   |  |   | 4,903   |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Reinsurance premiums earned                                  |  |                            | 84      |   |                           |   | (2,811  | )    |  |   | (130    | ) |  |   | 3,879   |  
|Commission and fee income                                    |  |                            | 710     |   |                           |   |        |      |  |   | 1,174   |   |  |   | (2      | )
|Interest                                                     |  |                            | 3,615   |   |                           |   | 6,244   |      |  |   | 7,553   |   |  |   | 13,785  |  
|Realized (loss) gain on available-for-sale securities        |  |                            | 693     |   |                           |   | (143    | )    |  |   | (788    | ) |  |   | 2,775   |  
|Net holding (loss) gain on trading securities                |  |                            |        |   |                           |   | (3,409  | )    |  |   |        |   |  |   | 3,797   |  
|Amortization of fixed income securities                      |  |                            | 143     |   |                           |   | (1,830  | )    |  |   | 326     |   |  |   | (4,171  | )
|Dividends                                                    |  |                            |        |   |                           |   | 27      |      |  |   |        |   |  |   | 185     |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                                             |  |                            | 5,245   |   |                           |   | (1,922  | )    |  |   | 8,135   |   |  |   | 20,248  |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|EXPENSES:                                                    |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Reinsurance losses and loss expenses                         |  |                            | 24,049  |   |                           |   | (38,296 | )    |  |   | 23,315  |   |  |   | (43,404 | )
|Reinsurance commissions, taxes and other expenses            |  |                            | 2,080   |   |                           |   | 1,933   |      |  |   | 3,921   |   |  |   | 6,498   |  
|Investment expenses                                          |  |                            | 352     |   |                           |   | 438     |      |  |   | 836     |   |  |   | 1,046   |  
|Other operating expenses                                     |  |                            | 1,762   |   |                           |   | 2,348   |      |  |   | 3,322   |   |  |   | 5,588   |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                                             |  |                            | 28,243  |   |                           |   | (33,577 | )    |  |   | 31,394  |   |  |   | (30,272 | )
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss) income from continuing operations before income taxes |  |                            | (22,998 | ) |                           |   | 31,655  |      |  |   | (23,259 | ) |  |   | 50,520  |  
|Income taxes                                                 |  |                            | (400    | ) |                           |   | 107     |      |  |   | 948     |   |  |   | 184     |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net (loss) income from continuing operations                 |  |                            | (23,398 | ) |                           |   | 31,762  |      |  |   | (22,311 | ) |  |   | 50,704  |  
|                                                             |  |                            |         |  
|Discontinued operations:                                     |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net loss from subsidiary held for sale, net of taxes         |  |                            |        |   |                           |   | (24,514 | )    |  |   |        |   |  |   | (24,072 | )
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net (loss) income                                            |  | $                          | (23,398 | ) |                           | $ | 7,248   |      |  | $ | (22,311 | ) |  | $ | 26,632  |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|EARNINGS PER SHARE                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss) income from continuing operations                     |  | $                          | (0.20   | ) |                           | $ | 0.27    |      |  | $ | (0.19   | ) |  | $ | 0.42    |  
|Loss from discontinued operations                            |  |                            |        |   |                           |   | (0.21   | )    |  |   |        |   |  |   | (0.20   | )
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Basic and diluted net (loss) income per share                |  | $                          | (0.20   | ) |                           | $ | 0.06    |      |  | $ | (0.19   | ) |  | $ | 0.22    |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Weighted average number of shares outstanding                |  |                            | 118,768 |   |                           |   | 118,770 |      |  |   | 118,769 |   |  |   | 118,770 |  
|                                                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



See condensed notes to
unaudited consolidated financial statements.



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                                                                       |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                                                                       |  | Three Months Ended June 30, |         |   | Six Months EndedJune 30, |  
|                                                                                                       |  | 2005                        |         |   | 2004                     |   |        | 2005 |  |   | 2004    |  
|Net (loss) income                                                                                      |  | $                           | (23,398 | ) |                          | $ | 7,248  |      |  | $ | (22,311 | ) |  | $ | 26,632 |  
|                                                                                                       |  |                             |         |  
|Other comprehensive income (loss):                                                                     |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Net unrealized holding gains (losses) on available-for-sale securities                                 |  |                             | 1,002   |   |                          |   | (9,027 | )    |  |   | (187    | ) |  |   | (6,359 | )
|Less: reclassification adjustment for (gains) losses included in net (loss) income                     |  |                             | (693    | ) |                          |   | 143    |      |  |   | 788     |   |  |   | (2,775 | )
|                                                                                                       |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Other comprehensive income (loss) of continuing operations                                             |  |                             | 309     |   |                          |   | (8,884 | )    |  |   | 601     |   |  |   | (9,134 | )
|Net unrealized holding losses on available-for-sale securities of subsidiary held for sale, net of tax |  |                             |        |   |                          |   | (671   | )    |  |   |        |   |  |   | (502   | )
|                                                                                                       |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Other comprehensive income (loss)                                                                      |  |                             | 309     |   |                          |   | (9,555 | )    |  |   | 601     |   |  |   | (9,636 | )
|                                                                                                       |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Comprehensive (loss) income                                                                            |  | $                           | (23,089 | ) |                          | $ | (2,307 | )    |  | $ | (21,710 | ) |  | $ | 16,996 |  
|                                                                                                       |  |                             |         |   |                          |   |        |      |  |   |         |   |  |   |        |  



See condensed notes to
unaudited consolidated financial statements.



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS EQUITY

Six Months Ended June 30, 2005 and 2004

(In thousands)

(Unaudited)



|                                                                  |  |                  |        |              |         |        |                |   |        |                       |  |        |                     |  |   |                   |   |  |                                             |     |   |                       |   |        |   |  |   |          |   |  |   |        |   |  |   |          |  
|----------------------------------------------------------------- |  | ---------------- | ------ | ------------ | ------- | ------ | -------------- | - | ------ | --------------------- |  | ------ | ------------------- |  | - | ----------------- | - |  | ------------------------------------------- | --- | - | --------------------- | - | ------ | - |  | - | -------- | - |  | - | ------ | - |  | - | -------- | -
|                                                                  |  | Preference Stock |        | Common Stock |         |        | Treasury Stock |   |        | Deferred Compensation |  |        | Contributed Surplus |  |   | Retained Earnings |   |  | Accumulated OtherComprehensiveIncome (Loss) |     |   | Total Members Equity |  
|                                                                  |  |                  | Shares |              |         | Amount |                |   | Shares |                       |  | Amount |                     |  |   |                   |   | 
|Balance, January 1, 2004                                          |  | $                |       |              | 127,500 |        |                | $ | 12,750 |                       |  | (8,730 | )                   |  | $ | (158,755          | ) |  | $                                           | (34 | ) |                       | $ | 37,650 |   |  | $ | 800,695  |   |  | $ | 8,657  |   |  | $ | 700,963  |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Net income                                                        |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   |       |   |  |   | 26,632   |   |  |   |       |   |  |   | 26,632   |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Amortization of restricted common stock compensation              |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             | 34  |   |                       |   |       |   |  |   |         |   |  |   |       |   |  |   | 34       |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Net unrealized loss on available- for-sale securities, net of tax |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   |       |   |  |   |         |   |  |   | (9,636 | ) |  |   | (9,636   | )
|                                                                  |  |                  |        |              |         |        |                |   |        |                       |  |        |                     |  |   |                   |   |  |                                             |     |   |                       |   |        |   |  |   |          |   |  |   |        |   |  |   |          |  
|Balance, June 30, 2004                                            |  | $                |       |              | 127,500 |        |                | $ | 12,750 |                       |  | (8,730 | )                   |  | $ | (158,755          | ) |  | $                                           |    |   |                       | $ | 37,650 |   |  | $ | 827,327  |   |  | $ | (979   | ) |  | $ | 717,993  |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                       |  |        |                     |  |   |                   |   |  |                                             |     |   |                       |   |        |   |  |   |          |   |  |   |        |   |  |   |          |  
|Balance, January 1, 2005                                          |  | $                |       |              | 127,500 |        |                | $ | 12,750 |                       |  | (8,730 | )                   |  | $ | (158,755          | ) |  | $                                           |    |   |                       | $ | 37,650 |   |  | $ | 624,193  |   |  | $ | (448   | ) |  | $ | 515,390  |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Net loss                                                          |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   |       |   |  |   | (22,311  | ) |  |   |       |   |  |   | (22,311  | )
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Net unrealized gain on available-for-sale securities, net of tax  |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   |       |   |  |   |         |   |  |   | 601    |   |  |   | 601      |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Distribution paid ($2.00 per share)                               |  |                  |       |              |        |        |                |   |       |                       |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   |       |   |  |   | (237,540 | ) |  |   |       |   |  |   | (237,540 | )
|                                                                  |  |                  |        |              |         |        |                |   |        |                      
|Repurchase and cancellation of shares                             |  |                  |       |              | (11     | )      |                |   | (1     | )                     |  |       |                     |  |   |                  |   |  |                                             |    |   |                       |   | (25    | ) |  |   |         |   |  |   |       |   |  |   | (26      | )
|                                                                  |  |                  |        |              |         |        |                |   |        |                       |  |        |                     |  |   |                   |   |  |                                             |     |   |                       |   |        |   |  |   |          |   |  |   |        |   |  |   |          |  
|Balance, June 30, 2005                                            |  | $                |       |              | 127,489 |        |                | $ | 12,749 |                       |  | (8,730 | )                   |  | $ | (158,755          | ) |  | $                                           |    |   |                       | $ | 37,625 |   |  | $ | 364,342  |   |  | $ | 153    |   |  | $ | 256,114  |  
|                                                                  |  |                  |        |              |         |        |                |   |        |                       |  |        |                     |  |   |                   |   |  |                                             |     |   |                       |   |        |   |  |   |          |   |  |   |        |   |  |   |          |  



See condensed notes to
unaudited consolidated financial statements.



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S.$ in thousands)

(Unaudited)



|                                                                                  |  |                           |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Six Months Ended June 30, |         
|                                                                                  |  | 2005                      |          |   | 2004 |  
|CASH FLOW FROM OPERATING ACTIVITIES:                                              |  |                           |          |   |      |   |          |  
|                                                                                  |  |                          
|Net (loss) income                                                                 |  | $                         | (22,311  | ) |      | $ | 26,632   |  
|Adjustments to reconcile net income to net cash expended by operating activities: |  |                           |          |   |      |   |          |  
|Loss from subsidiary held for sale                                                |  |                           |         |   |      |   | 242      |  
|Loss on sale of subsidiary                                                        |  |                           |         |   |      |   | 23,830   |  
|Realized loss (gain) on available-for-sale securities                             |  |                           | 788      |   |      |   | (2,775   | )
|Net holding gain on trading securities                                            |  |                           |         |   |      |   | (3,797   | )
|Amortization of fixed income securities                                           |  |                           | (326     | ) |      |   | 2,509    |  
|Amortization of restricted common stock compensation                              |  |                           |         |   |      |   | 34       |  
|Other                                                                             |  |                           |         |   |      |   | (374     | )
|Changes in assets and liabilities:                                                |  |                           |          |   |      |   |          |  
|Reinsurance balances receivable                                                   |  |                           | 3,546    |   |      |   | 8,113    |  
|Losses and loss expenses recoverable                                              |  |                           | 10,849   |   |      |   | 27,912   |  
|Funds withheld                                                                    |  |                           | 12,278   |   |      |   | 233,701  |  
|Deferred acquisition costs                                                        |  |                           | 2        |   |      |   | 101      |  
|Other assets                                                                      |  |                           | 6,542    |   |      |   | 28,413   |  
|Accrued losses and loss expenses                                                  |  |                           | (47,509  | ) |      |   | (537,059 | )
|Unearned premiums                                                                 |  |                           | (1,184   | ) |      |   | (5,360   | )
|Reinsurance balances payable                                                      |  |                           | (4,884   | ) |      |   | 1,175    |  
|Accounts payable and other liabilities                                            |  |                           | (12,640  | ) |      |   | 1,575    |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash flow expended by operating activities                                    |  |                           | (54,849  | ) |      |   | (195,128 | )
|                                                                                  |  |                           |          |   |      |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                              |  |                           |          |   |      |   |          |  
|Proceeds from sales and maturities of available-for-sale investments              |  |                           | 233,914  |   |      |   | 694,230  |  
|Purchase of available-for-sale investments                                        |  |                           | (191,260 | ) |      |   | (368,011 | )
|Net movement in restricted cash and cash equivalents                              |  |                           |         |   |      |   | 33,426   |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash flow generated by investing activities                                   |  |                           | 42,654   |   |      |   | 359,645  |  
|                                                                                  |  |                           |          |   |      |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                              |  |                           |          |   |      |   |          |  
|Liquidating distribution                                                          |  |                           | (237,540 | ) |      |   | (296,924 | )
|Repurchase of shares                                                              |  |                           | (26      | ) |      |   |         |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash flow expended by financing activities                                    |  |                           | (237,566 | ) |      |   | (296,924 | )
|                                                                                  |  |                           |          |   |      |   |          |  
|CASH FLOW FROM DISCONTINUED OPERATIONS                                            |  |                           |          |   |      |   |          |  
|Distribution from subsidiary held for sale                                        |  |                           |         |   |      |   | 6,971    |  
|                                                                                  |  |                          
|Net decrease in cash and cash equivalents                                         |  |                           | (249,761 | ) |      |   | (125,436 | )
|Cash and cash equivalents:                                                        |  |                           |          |   |      |   |          |  
|Beginning of period                                                               |  |                           | 383,216  |   |      |   | 264,764  |  
|                                                                                  |  |                           |          |   |      |   |          |  
|End of period                                                                     |  | $                         | 133,455  |   |      | $ | 139,328  |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Supplemental disclosures of cash flow information:                                |  |                           |          |   |      |   |          |  
|Cash paid during the period:                                                      |  |                           |          |   |      |   |          |  
|U.S. income taxes                                                                 |  | $                         |         |   |      | $ |         |  
|Interest                                                                          |  | $                         |         |   |      | $ |         |  



See condensed notes to
unaudited consolidated financial statements.



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2005

(Unaudited)



1. GENERAL



The accompanying unaudited interim condensed consolidated financial statements include the accounts of Overseas Partners Ltd. and its
subsidiaries (collectively OPL or the Company). OPL was engaged in the property and casualty reinsurance business and in the real estate and leasing business. On February 13, 2002 the Board of Directors of OPL announced its decision to restructure
OPL and cause its operations to begin an orderly runoff. OPL and its reinsurance subsidiaries have discontinued writing new business. OPL has disposed of all its real estate assets such that the Company is no longer engaged in the real estate and
leasing business.



The decision to put the reinsurance operations into runoff
has significantly changed the ongoing results of OPLs operations and the associated cash flows and will continue to do so. There has been no new business written, therefore the cash received from premiums has significantly decreased and will
be negligible in the future. The commutation and novation of reinsurance programs has significantly accelerated loss payments and will continue to result in negative cash flows in the future. Nevertheless, OPL management believes that the
Companys current cash holdings and future sales and maturities of investments are adequate sources of liquidity for the future payment of claims and operating expenses.



The results of operations for the three and six-month periods ended June 30, 2005 and 2004 are not necessarily indicative of the results to
be expected for the full year.



2. SIGNIFICANT ACCOUNTING POLICIES



The interim financial statements have been prepared pursuant to the rules
and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by generally accepted accounting principles for complete financial statements are not included herein. The interim financial statements should be
read in conjunction with the Overseas Partners Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



Interim financial statements are subject to possible adjustments in connection with the annual audit of the Companys financial statements for the full year; in the
Companys opinion, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature.



Except as described above, the financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America. All activity is recorded in U.S. dollars. Inter-company balances and transactions have been eliminated in consolidation.



In the past, the Companys operations have been conducted through two segments-reinsurance and real estate and leasing. The reinsurance segment is managed from the
Bermuda office and includes the runoff of accident & health, aviation, property and workers compensation business. Previously the reinsurance segment also included the operations of OPUS Re, which was sold on November 15, 2004. Real estate
and leasing activities were owned and managed through United States subsidiaries of Overseas Partners Capital Corp. (OPCC), a wholly-owned subsidiary of OPL. During the fourth quarter of 2003 the Company sold its final remaining leased
asset and the Company is therefore no longer engaged in the real estate and leasing business. As such, the Company now conducts its operations through one segment, reinsurance.



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2005

(Unaudited)



3. SALE OF OVERSEAS PARTNERS US REINSURANCE COMPANY



During the three months ended June 30, 2004, OPL classified the operations of Overseas
Partners US Reinsurance Company (OPUS Re) as held for sale in contemplation of its proposed sale to Odyssey Re Holdings Corp. (OdysseyRe). The sale was completed on November 15, 2004 for a purchase price of $43.0 million.



In accordance with SFAS 144, the net operating results of OPUS Re are recorded
as discontinued operations in the Consolidated Statements of Income. For the three months ended June 30, 2004 OPUS Re generated a net loss of $24.5 million including operating income of $0.3 million, the estimated loss on sale of $23.8 million and a
tax charge of $1.0 million primarily due to a valuation allowance against deferred tax assets. Summary financial information about the Companys discontinued operations is presented in the following table:



|                                                  |  |                                 |         |   |                               |   |         |  
|------------------------------------------------- |  | ------------------------------- | ------- | - | ----------------------------- | - | ------- | -
|(In thousands)                                    |  | Three months endedJune 30, 2004 |         |   | Six months endedJune 30, 2004 |  
|REVENUES                                          |  |                                 |         |   |                               |   |         |  
|Premiums earned                                   |  | $                               | 4,012   |   |                               | $ | 12,066  |  
|Investment income                                 |  |                                 | 641     |   |                               |   | 1,463   |  
|                                                  |  |                                 |         |   |                               |   |         |  
|                                                  |  | $                               | 4,653   |   |                               | $ | 13,529  |  
|                                                  |  |                                 |         |   |                               |   |         |  
|NET INCOME                                        |  |                                 |         |   |                               |   |         |  
|Income from subsidiary held for sale              |  | $                               | 317     |   |                               | $ | 927     |  
|Loss on sale of subsidiary                        |  |                                 | (23,830 | ) |                               |   | (23,830 | )
|Income taxes relating to subsidiary held for sale |  |                                 | (1,001  | ) |                               |   | (1,169  | )
|                                                  |  |                                 |         |   |                               |   |         |  
|Net loss from subsidiary held for sale            |  | $                               | (24,514 | ) |                               | $ | (24,072 | )
|                                                  |  |                                 |         |   |                               |   |         |  



4. STATUTORY FINANCIAL
INFORMATION



OPLs ability to repurchase shares, pay dividends,
or make other distributions to shareowners is subject to certain regulatory restrictions including the following:



| | 1. | In Bermuda, the Bermuda Insurance Act of 1978, amendments thereto and related Regulations (the Act) requires each of OPL and its Bermuda based reinsurance subsidiaries
to maintain a minimum solvency margin determined as the greater of 15% of accrued losses and loss expenses (net of reinsurance recoverables) or a given fraction of net premiums written. OPL, Overseas Partners Re Ltd. (OPRe) and Overseas Partners
Assurance Ltd. (OPAL) were all in compliance with these requirements for the six months ended June 30, 2005 and the year ended December 31, 2004.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Act also requires each of OPL and its Bermuda based reinsurance subsidiaries to maintain a minimum liquidity ratio whereby the value of their relevant assets (consisting mainly
of cash, investments, receivables and other liquid assets) is not less than 75% of the amount of their relevant liabilities (consisting mainly of accrued losses and loss expenses, unearned premiums, reinsurance balances payable and other accounts
payable). Investments in and advances to subsidiaries are not included in the definition of relevant assets for purposes of this test. OPL, OPRe and OPAL met these requirements for the six months ended June 30, 2005 and the year ended December 31,
2004.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | As a holding company, a significant proportion of OPLs assets relate to its investments in subsidiaries. As such, OPLs ability to make future distributions is heavily
dependent upon it receiving distributions from its subsidiaries. The Act prohibits OPL, OPRe and OPAL from distributing more than 15% of the prior years statutory capital unless specific approval is obtained from the Bermuda Monetary
Authority. In addition to the requirements of the Act, the Bermuda Monetary Authority has requested that all distributions from OPL, OPRe and OPAL be pre-approved by the Bermuda Monetary Authority. In addition to the regulatory restrictions, each
subsidiary needs to consider, inter alia, the potential for future adverse development in the settlement of reinsurance liabilities, the risk of investment losses, ongoing operating expenses, and the availability of unrestricted liquid assets prior
to making such distributions. Distributions of $237.7 million, $296.9 million and $237.5 million were paid on April 9, 2003, January 5, 2004 and August 31, 2004, respectively. All liquidating distributions were pre-approved by the Bermuda Monetary
Authority. On May 2, 2005, following approval from the Bermuda Monetary Authority, the Board of Directors of OPL declared a distribution to shareowners of $2 per share or $237.5 million and this amount was paid to shareowners on May 18, 2005.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Transacted in U.S. Dollars)



The
following is a discussion and analysis of our results of operations, financial condition, liquidity, and capital resources as of and for the three and six months ended June 30, 2005 and 2004. Our results of operations and cash flows for any interim
period are not necessarily indicative of our results for the full year. Due to the runoff status of the Company, our results are likely to vary significantly from period to period. This discussion and analysis should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and notes thereto and the Managements Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements of
the Company for the year ended December 31, 2004 and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



RECENT RUN OFF ACTIVITIES



The following results for the six month period ended June 30, 2005 reflect the following significant transactions that were effected in accordance with our runoff goals
and objectives. In particular, the Company:



| |  |  | Commuted or otherwise settled a number of reinsurance contracts, reducing total reinsurance liabilities by approximately $70 million for a total net cost of approximately $4 million
in excess of carried reserves. The commutations included the settlement of our two remaining aviation assumed contracts, thereby eliminating any further aviation liabilities arising from the events of September 11. The commutations reduced the
potential for future adverse claims experience while also releasing capital for distribution to shareowners;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Commuted a further portion of our aviation excess of loss reinsurance protection, resulting in the collection of approximately $12.1 million of losses and loss expenses recoverable
after allowing the reinsurers a discount of $8.7 million. In addition to the positive cash flow, the commutations eliminated the credit risk associated with such receivables; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Paid a further liquidating distribution to shareowners on May 18, 2005 in the amount of $237.5 million (equivalent to $2 per share).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



RESULTS OF OPERATIONS



Three Months Ended June 30, 2005 and 2004



Summary of results:



|                                                          |  |                            |         |   |      |   |         |  
|--------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                          |  | Three months endedJune 30, |        
|(In thousands except for per share amounts)               |  | 2005                       |         |   | 2004 |  
|NET (LOSS) INCOME BEFORE TAXES                            |  |                            |         |   |      |   |         |  
|Underwriting (loss) income                                |  | $                          | (25,335 | ) |      | $ | 33,552  |  
|Investment income, net of expenses                        |  |                            | 4,099   |   |      |   | 451     |  
|Other operating expenses                                  |  |                            | (1,762  | ) |      |   | (2,348  | )
|                                                          |  |                            |         |   |      |   |         |  
|Net (loss) income before taxes from continuing operations |  |                            | (22,998 | ) |      |   | 31,655  |  
|Income taxes                                              |  |                            | (400    | ) |      |   | 107     |  
|                                                          |  |                            |         |   |      |   |         |  
|Net (loss) income from continuing operations              |  |                            | (23,398 | ) |      |   | 31,762  |  
|                                                          |  |                            |         |   |      |   |         |  
|Net loss from subsidiary held for sale                    |  |                            |        |   |      |   | (24,514 | )
|                                                          |  |                            |         |   |      |   |         |  
|Net (loss) income                                         |  | $                          | (23,398 | ) |      | $ | 7,248   |  
|                                                          |  |                            |         |   |      |   |         |  
|Basic and diluted net (loss) income per share             |  | $                          | (0.20   | ) |      | $ | 0.06    |  
|                                                          |  |                            |         |   |      |   |         |  



The underwriting loss was primarily
due to $15 million of reserve strengthening on a residual value reinsurance program and a discount of $6.8 million provided to reinsurers for the commutation and settlement of a further portion of our aviation excess of loss reinsurance protection.
A more detailed discussion of the underwriting and investment income is set out in the sections below.



Other operating expenses of $1.8 million for the three months ended June 30, 2005 and $2.3 million for the three months ended June 30, 2004 consist of corporate expenses not allocated to operating segments including
payroll, insurance, shareowner costs and rent.



---

During the three months ended June 30, 2005 we recorded an income tax charge of $0.4 million to reflect a reduction in
our estimate of Massachusetts State taxes recoverable.



During the three months
ended June 30, 2004 OPL classified the operations of OPUS Re as held for sale in contemplation of its proposed sale to OdysseyRe. The sale was completed on November 15, 2004. For the three months ended June 30, 2004 OPUS Re generated a net loss of
$24.5 million including operating income of $0.3 million, an estimated loss on sale of $23.8 million and a tax charge of $1.0 million primarily due to a valuation allowance against deferred tax assets.



Basic and diluted net loss per share was $0.20 for the three months ended June 30, 2005. For
the same period in 2004 basic and diluted net income per share was $0.06 consisting of $0.27 per share of income from continuing operations offset by a loss of $0.21 per share from the discontinued operations of OPUS Re.



Underwriting



|                                      |  |                            |         |   |      |   |        |  
|------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------ | -
|                                      |  | Three months endedJune 30, |        
|(In thousands)                        |  | 2005                       |         |   | 2004 |  
|Gross premiums written                |  | $                          | 79      |   |      | $ | (116   | )
|Premiums ceded                        |  |                            |        |   |      |   | (4,200 | )
|                                      |  |                            |         |   |      |   |        |  
|Net premiums written                  |  |                            | 79      |   |      |   | (4,316 | )
|Change in unearned premiums           |  |                            | 5       |   |      |   | 1,505  |  
|                                      |  |                            |         |   |      |   |        |  
|Premiums earned                       |  |                            | 84      |   |      |   | (2,811 | )
|Commission and fee income             |  |                            | 710     |   |      |   |       |  
|                                      |  |                            |         |   |      |   |        |  
|                                      |  |                            | 794     |   |      |   | (2,811 | )
|                                      |  |                            |         |   |      |   |        |  
|Losses and loss expenses              |  |                            | (24,049 | ) |      |   | 38,296 |  
|Commissions, taxes and other expenses |  |                            | (2,080  | ) |      |   | (1,933 | )
|                                      |  |                            |         |   |      |   |        |  
|                                      |  |                            | (26,129 | ) |      |   | 36,363 |  
|                                      |  |                            |         |   |      |   |        |  
|Underwriting (loss) income            |  | $                          | (25,335 | ) |      | $ | 33,552 |  
|                                      |  |                            |         |   |      |   |        |  



As a result of the reinsurance
operations of the Company being in runoff, premiums written and earned are minimal and will remain insignificant in future periods. Premiums ceded of $4.2 million for the three months ended June 30, 2004 were primarily due to additional premiums
relating to the Companys aviation excess of loss reinsurance program.



For the three months ended June 30, 2005, the Company generated a net underwriting loss of $25.3 million, which is primarily due to the net effect of:



| |  |  | Fee income earned of $0.7 million relating to the margin earned on one of our remaining finite risk reinsurance contracts;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Strengthening of accrued loss reserves by approximately $15 million following the receipt of new forecast information from the reinsured on a residual value reinsurance program that
covers lease income shortfalls on a portfolio of aircraft through to 2013;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The commutation of our remaining aviation exposure for approximately $2 million in excess of our accrued loss reserves;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | A discount of $6.8 million provided to reinsurers to settle disputed balances receivable and commute a further portion of our aviation excess of loss reinsurance protection. The
commutation settlement resulted in the collection of $8 million of losses and loss expenses recoverable in July 2005 and the termination of arbitration proceedings initiated by the Company to collect such balances; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Runoff costs of $1.9 million, comprising largely legal and consulting fees and internal costs of runoff.
| | - |  | --------------------------------------------------------------------------------------------------------



For the three months ended June 30, 2004, the Company generated net underwriting income of $33.6 million, which is primarily due to net
savings of approximately $36 million from commutations, partially offset by loss adjustment expenses of $1.9 million, consisting largely of letter of credit fees and internal costs of runoff. The commutations included a workers compensation
contract, with recorded loss reserves of approximately $198 million, where reinsurance had been provided to a reinsurer that had commenced arbitration to rescind its own reinsurance contract with the primary carrier. The commutation allowed the
Company to generate savings compared to booked reserves and eliminated the risk of further losses that may have arisen from an unfavorable arbitration decision in the underlying contract.



---

Remaining losses recoverable from our aviation excess of loss reinsurance protection as of June 30, 2005 are $35.2
million ($33.4 million of paid losses recoverable and $1.8 million of unpaid losses recoverable), net of a provision for bad debts of $6 million. We collected a further $8 million of such balances in July 2005 pursuant to the commutation discussed
above. The remaining balances are subject to various disputes with our reinsurers and we have recently filed for arbitration to recover approximately $15 million of the balances due from one of the reinsurers. The Company may also initiate
arbitration proceedings against the remaining reinsurers. These arbitration proceedings are likely to take at least a year to complete and possibly significantly longer. We continue to believe that our asset is fully recoverable but there is no
guarantee that an arbitration decision will be in our favor.



Investment
Income



|                   |  |                                  |       |   |                                  |   |      |             |  |   |              |   |  |                        |        |   |             |   |        |   |  |   |        |  
|------------------ |  | -------------------------------- | ----- | - | -------------------------------- | - | ---- | ----------- |  | - | ------------ | - |  | ---------------------- | ------ | - | ----------- | - | ------ | - |  | - | ------ | -
|                   |  | Three months ended June 30, 2005 |       |   | Three months ended June 30, 2004 |  
|(In thousands)     |  | Income                           |       |   | OtherComprehensive(Loss) Income  |   |      | TotalReturn |  |   | Income(Loss) |   |  | OtherComprehensiveLoss |        |   | TotalReturn |  
|Equities           |  |                                  |       |   |                                  |   |      |             |  |   |              |   |  |                        |        |   |             |   |        |   |  |   |        |  
|Available-for-sale |  | $                                |      |   |                                  | $ | (337 | )           |  | $ | (337         | ) |  | $                      | 7      |   |             | $ | (444   | ) |  | $ | (437   | )
|Trading            |  |                                  |      |   |                                  |   |     |             |  |   |             |   |  |                        | (2,513 | ) |             |   |       |   |  |   | (2,513 | )
|Debt securities    |  |                                  | 4,186 |   |                                  |   | 646  |             |  |   | 4,832        |   |  |                        | 3,217  |   |             |   | (8,440 | ) |  |   | (5,223 | )
|Other              |  |                                  | 265   |   |                                  |   |     |             |  |   | 265          |   |  |                        | 178    |   |             |   |       |   |  |   | 178    |  
|Expenses           |  |                                  | (352  | ) |                                  |   |     |             |  |   | (352         | ) |  |                        | (438   | ) |             |   |       |   |  |   | (438   | )
|                   |  |                                  |       |   |                                  |   |      |             |  |   |              |   |  |                        |        |   |             |   |        |   |  |   |        |  
|                   |  | $                                | 4,099 |   |                                  | $ | 309  |             |  | $ | 4,408        |   |  | $                      | 451    |   |             | $ | (8,884 | ) |  | $ | (8,433 | )
|                   |  |                                  |       |   |                                  |   |      |             |  |   |              |   |  |                        |        |   |             |   |        |   |  |   |        |  



The Companys investments are
classified as either trading or available-for-sale. The trading portfolio is recorded at fair value with unrealized gains and losses recorded in net income. The available-for-sale portfolio is recorded at fair value with unrealized gains and losses
recorded in members equity as other comprehensive income. We manage the Companys cash and investments in total and do not place much importance on whether the return is recognized in net income or as other comprehensive income.
Therefore, this discussion will focus on the total investment return.



Our
investment portfolio generated a return of $4.4 million for the three months ended June 30, 2005 compared to a negative return of $8.4 million for the three months ended June 30, 2004. The improved return in 2005 was primarily due to the net effect
of:



| |  |  | Our trading equities generating a negative return of $2.5 million for the three months ended June 30, 2004. Our trading equities were investments in a multi-manager fund that
followed a combination of fixed income strategies and were sold during the year ended December 31, 2004; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our debt securities generating a return of $4.8 million for the three months ended June 30, 2005 compared to a negative return of $5.2 million for the three months ended June 30,
2004. The increase was principally due to an improvement in the U.S. fixed income markets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Six Months Ended June 30, 2005 and 2004



Summary of results:



|                                                          |  |                           |         |   |      |   |         |  
|--------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                          |  | Six months ended June 30, |        
|(In thousands except for per share amounts)               |  | 2005                      |         |   | 2004 |  
|NET (LOSS) INCOME BEFORE TAXES                            |  |                           |         |   |      |   |         |  
|Underwriting (loss) income                                |  | $                         | (26,192 | ) |      | $ | 40,783  |  
|Investment income, net of expenses                        |  |                           | 6,255   |   |      |   | 15,325  |  
|Other operating expenses                                  |  |                           | (3,322  | ) |      |   | (5,588  | )
|                                                          |  |                           |         |   |      |   |         |  
|Net (loss) income before taxes from continuing operations |  |                           | (23,259 | ) |      |   | 50,520  |  
|Income taxes                                              |  |                           | 948     |   |      |   | 184     |  
|                                                          |  |                           |         |   |      |   |         |  
|Net (loss) income from continuing operations              |  |                           | (22,311 | ) |      |   | 50,704  |  
|                                                          |  |                           |         |   |      |   |         |  
|Net loss from subsidiary held for sale                    |  |                           |        |   |      |   | (24,072 | )
|                                                          |  |                           |         |   |      |   |         |  
|Net (loss) income                                         |  | $                         | (22,311 | ) |      | $ | 26,632  |  
|                                                          |  |                           |         |   |      |   |         |  
|Basic and diluted net (loss) income per share             |  | $                         | (0.19   | ) |      | $ | 0.22    |  
|                                                          |  |                           |         |   |      |   |         |  



The underwriting loss was primarily
due to $15 million of reserve strengthening on a residual value reinsurance program and a discount of $6.8 million provided to reinsurers for the commutation and settlement of a further portion of our aviation excess of loss reinsurance protection.
A more detailed discussion of the underwriting and investment income is set out in the sections below.



---

Other operating expenses of $3.3 million for the six months ended June 30, 2005 and $5.6 million for the six months ended
June 30, 2004 consist of corporate expenses not allocated to operating segments including payroll, insurance, shareowner costs and rent. The decrease reflects the progress of our run off and, in particular, a further reduction in the number of
employees.



During the six months ended June 30, 2005 we recorded an income tax
credit of $0.9 million for Massachusetts State taxes that were previously paid but are now expected to be recovered following the favorable resolution of an earlier tax audit.



For the six months ended June 30, 2004 OPUS Re generated a net loss of $24.1 million including operating income of $0.9 million, the loss on
sale of $23.8 million and a tax charge of $1.2 million primarily due to a valuation allowance against deferred tax assets. The sale of OPUS Re was completed on November 15, 2004.



Basic and diluted net loss per share was $0.19 for the six months ended June 30, 2005. For the same period in 2004 basic and diluted net
income per share was $0.22 consisting of $0.42 per share of income from continuing operations offset by a loss of $0.20 per share from the discontinued operations of OPUS Re.



Underwriting



|                                             |  |                           |         |   |      |   |        |  
|-------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------ | -
|                                             |  | Six months ended June 30, |        
|(In thousands)                               |  | 2005                      |         |   | 2004 |  
|Gross premiums written                       |  | $                         | (140    | ) |      | $ | 3,297  |  
|Premiums ceded                               |  |                           |        |   |      |   | (4,321 | )
|                                             |  |                           |         |   |      |   |        |  
|Net premiums written                         |  |                           | (140    | ) |      |   | (1,024 | )
|Change in unearned premiums                  |  |                           | 10      |   |      |   | 4,903  |  
|                                             |  |                           |         |   |      |   |        |  
|Premiums earned                              |  |                           | (130    | ) |      |   | 3,879  |  
|Commission and fee income                    |  |                           | 1,174   |   |      |   | (2     | )
|                                             |  |                           |         |   |      |   |        |  
|                                             |  |                           | 1,044   |   |      |   | 3,877  |  
|                                             |  |                           |         |   |      |   |        |  
|Losses and loss expenses                     |  |                           | (23,315 | ) |      |   | 43,404 |  
|Commissions, taxes and underwriting expenses |  |                           | (3,921  | ) |      |   | (6,498 | )
|                                             |  |                           |         |   |      |   |        |  
|                                             |  |                           | (27,236 | ) |      |   | 36,906 |  
|                                             |  |                           |         |   |      |   |        |  
|Underwriting (loss) income                   |  | $                         | (26,192 | ) |      | $ | 40,783 |  
|                                             |  |                           |         |   |      |   |        |  



As a result of the reinsurance
operations of the Company being in runoff, premiums written and earned are minimal and will remain insignificant in future periods. Gross premiums written for the six months ended June 30, 2004 of $3.3 million were due to changes in the estimates of
ultimate written premium. Premiums ceded of $4.3 million for the six months ended June 30, 2004 are primarily due to additional premiums relating to the Companys aviation excess of loss reinsurance program.



For the six months ended June 30, 2005, the Company generated a net underwriting loss of
$26.2 million, which is primarily due to the net effect of:



| |  |  | Fee income earned of $1.2 million relating to the margin earned on one of our remaining finite risk reinsurance contracts;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Strengthening of accrued loss reserves by approximately $15 million following the receipt of new forecast information from the reinsured on a residual value reinsurance program that
covers lease income shortfalls on a portfolio of aircraft through to 2013;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The commutation of our remaining aviation exposures for approximately $3.9 million in excess of our accrued loss reserves;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | A discount of $8.7 million provided to reinsurers to settle disputed balances receivable and commute a further portion of our aviation excess of loss reinsurance protection. The
commutation settlements resulted in the collection of $12.1 million of losses and loss expenses recoverable, of which $8 million was received in July 2005; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Runoff costs of $3.2 million, comprising largely legal and consulting fees and internal costs of runoff.
| | - |  | --------------------------------------------------------------------------------------------------------



For the six months ended June 30, 2004 we generated net underwriting income of $40.8 million, which is primarily due to net savings of
approximately $46 million generated through commutations, including the commutation of one of the Companys large workers compensation contracts. The commutation savings were partially offset by loss adjustment expenses of $4.6 million,
consisting largely of legal fees, letter of credit fees and internal costs of runoff.







---

Investment Income



|                   |  |                                |       |   |                                |   |             |  |   |        |   |  |                        |        |   |             |   |        |   |  |   |        |  
|------------------ |  | ------------------------------ | ----- | - | ------------------------------ | - | ----------- |  | - | ------ | - |  | ---------------------- | ------ | - | ----------- | - | ------ | - |  | - | ------ | -
|                   |  | Six months ended June 30, 2005 |       |   | Six months ended June 30, 2004 |  
|(In thousands)     |  | Income                         |       |   | OtherComprehensiveIncome       |   | TotalReturn |  |   | Income |   |  | OtherComprehensiveLoss |        |   | TotalReturn |  
|Equities           |  |                                |       |   |                                |   |             |  |   |        |   |  |                        |        |   |             |   |        |   |  |   |        |  
|Available-for-sale |  | $                              |      |   |                                | $ | 523         |  | $ | 523    |   |  | $                      | 7      |   |             | $ | (993   | ) |  | $ | (986   | )
|Trading            |  |                                |      |   |                                |   |            |  |   |       |   |  |                        | 5,698  |   |             |   |       |   |  |   | 5,698  |  
|Debt securities    |  |                                | 6,780 |   |                                |   | 78          |  |   | 6,858  |   |  |                        | 10,192 |   |             |   | (8,141 | ) |  |   | 2,051  |  
|Other              |  |                                | 311   |   |                                |   |            |  |   | 311    |   |  |                        | 474    |   |             |   |       |   |  |   | 474    |  
|Expenses           |  |                                | (836  | ) |                                |   |            |  |   | (836   | ) |  |                        | (1,046 | ) |             |   |       |   |  |   | (1,046 | )
|                   |  |                                |       |   |                                |   |             |  |   |        |   |  |                        |        |   |             |   |        |   |  |   |        |  
|                   |  | $                              | 6,255 |   |                                | $ | 601         |  | $ | 6,856  |   |  | $                      | 15,325 |   |             | $ | (9,134 | ) |  | $ | 6,191  |  
|                   |  |                                |       |   |                                |   |             |  |   |        |   |  |                        |        |   |             |   |        |   |  |   |        |  



Our investment portfolio generated a
total return of $6.9 million for the six months ended June 30, 2005 compared to a total return of $6.2 million for the six months ended June 30, 2004. The comparative performance was primarily due to the net effect of:



| |  |  | Our investment in a Bermuda based life reinsurer generating a return of $0.5 million for the six months ended June 30, 2005 compared to a negative return of $1.0 million for the six
months ended June 30, 2004;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our trading equities generating a positive return of $5.7 million for the six months ended June 30, 2004. Our trading equities, which were sold during the year ended December 31,
2004, were investments in a multi-manager fund that followed a combination of fixed income strategies; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our debt securities generating a return of $6.9 million for the six months ended June 30, 2005 compared to $2.1 million for the six months ended June 30, 2004. The increase was
principally due to improved performance in the U.S. fixed income markets.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The results for the six months ended June 30, 2005 included the effects of the write down in the first quarter of 2005 in the cost basis of certain investments in our fixed income portfolio, where the decline in value was considered other
than temporary, recognizing our intent to sell a portion of our fixed income portfolio to fund the May 18, 2005 distribution to shareowners. In accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities, such a write-down is recognized as a realized loss in the income statement, even though there were no sales of the securities. For the six months ended June 30, 2005 the amount of the write-down was
$1.5 million. No impairment charge was recognized during the six months ended June 30, 2004.



For the six months ended June 30, 2005 investment expenses decreased to $0.8 million from $1.0 million for the six months ended June 30, 2004. This was primarily due to a reduction in assets invested.



LIQUIDITY AND CAPITAL RESOURCES



Sources of capital and liquidity



Liquidity is a measure of a companys ability to generate sufficient cash flows to meet
the short-term and long-term cash requirements of its business operations. Prior to going into runoff, our reinsurance operations had historically provided significant liquidity in that premiums were received in advance, generally substantially in
advance, of the time claims were paid. However, since placing our reinsurance operations into runoff, claim payments have significantly exceeded premium receipts and this is likely to continue in future periods. The Company will continue to
accelerate loss payments through commutations and novations of the remaining reinsurance contracts and this will result in continued negative cash flow. There is significant uncertainty regarding the timing of cash payments due to the uncertain
number and timing of commutations and novations. Without the completion of commutations and novations, loss payments could continue for the next twenty years.



Following OPLs decision to cease writing new business and to runoff our reinsurance operations, the banks that had provided letters of credit to ceding companies
on our behalf required that our letter of credit facilities be fully secured by a portion of the Companys investment portfolio of at least equivalent value. As OPLs letter of credit facilities expired on December 31, 2004 the Company no
longer has investments collateralizing these facilities. Where necessary, the Company has provided replacement collateral in the form of deposits with the reinsureds.



At June 30, 2005 the Company had $377 million of cash and highly liquid investments. We believe that our current cash holdings and future
sales and maturities of investments are adequate sources of liquidity for the future payment of claims and operating expenses.



Following the Board of Directors February 13, 2002 announcement about its decision to restructure OPL and cause its operations to begin an orderly runoff, the Company is
seeking to provide shareowners with both near term and longer-term liquidity. However, due to the regulated nature of the reinsurance business and other business reasons, it could take many years to complete the runoff of OPLs businesses and
fully return share capital to shareowners.



---

As a holding company, a substantial proportion of OPLs assets relate to its investments in subsidiaries. As such,
OPLs ability to make future distributions to shareowners is largely dependent upon it receiving distributions from its subsidiaries. Insurance regulation in Bermuda requires that OPL, OPRe and OPAL each maintain minimum capital and liquidity
requirements and also prohibits such entities from distributing more than 15% of their prior years statutory capital unless specific approval is obtained from the Bermuda Monetary Authority. In addition to existing regulatory requirements, the
Bermuda Monetary Authority has requested that it pre-approve all distributions from OPAL, OPRe and OPL. See Note 4 to the Unaudited Consolidated Financial Statements for further information on the restrictions on distributions. On May 2, 2005,
following approval from the Bermuda Monetary Authority, the Board of Directors of OPL declared a distribution to shareowners of $2 per share or $237.5 million and this amount was paid to shareowners on May 18, 2005.



Cash and cash equivalents decreased due to the following:



|                                           |  |                           |          |   |      |   |          |  
|------------------------------------------ |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                           |  | Six months ended June 30, |         
|(In thousands)                             |  | 2005                      |          |   | 2004 |  
|CASH FLOWS                                 |  |                           |          |   |      |   |          |  
|Operating activities                       |  | $                         | (54,849  | ) |      | $ | (195,128 | )
|Investing activities                       |  |                           | 42,654   |   |      |   | 359,645  |  
|Financing activities                       |  |                           | (237,566 | ) |      |   | (296,924 | )
|Distribution from subsidiary held for sale |  |                           |         |   |      |   | 6,971    |  
|                                           |  |                           |          |   |      |   |          |  
|Net decrease in cash and cash equivalents  |  | $                         | (249,761 | ) |      | $ | (125,436 | )
|                                           |  |                           |          |   |      |   |          |  



Operating activities



Since OPLs reinsurance operations went into runoff in February 2002
no new reinsurance contracts have been written and there has therefore been a significant reduction in the cash generated from reinsurance operations. Claim payments have exceeded premium receipts and this is likely to continue in future periods.
The Company will continue to attempt to accelerate loss payments through commutations and novations of the remaining reinsurance contracts and this will continue the negative cash flow.



During the six months ended June 30, 2005 reinsurance balances receivable, funds withheld, accrued losses and loss expenses and reinsurance
balances payable decreased by $3.5 million, $12.3 million, $47.5 million and $4.9 million, respectively. These decreases were primarily a result of the commutation and novation of several reinsurance contracts. We anticipate that these balances will
continue to decrease as the runoff of OPLs reinsurance operations progresses.



Reinsurance underwriting operations used $47.8 million of cash for the six months ended June 30, 2005 compared to using $223.3 million of cash for the six months ended June 30, 2004. These cash outflows were primarily due to commutation and
novation payments.



During the six months ended June 30, 2005, the Company
received $1.1 million of tax refunds relating to our real estate and leasing operations compared to receiving $19.5 million of tax refunds during the six months ended June 30, 2004. The Company no longer has any real estate operations or
obligations.



We received $6.8 million of interest during the six months ended
June 30, 2005 compared to $14.0 million of interest and dividends for the six months ended June 30, 2004. The reduction reflects the reduced level of assets invested.



During the six months ended June 30, 2005 we used $15.0 million for the payment of other operating expenses compared to using $5.6 million
for the six months ended June 30, 2004. The increase was due to the payment of previously accrued retention and incentive awards and severance to employees in connection with their employment for the three years ending between March 31 and June 30,
2005.



Investing activities



Following our decision to go into runoff, our investment objective has been and will
continue to be more focused on capital preservation and short- to medium-term liquidity, as opposed to long-term return. Consequently, we have been reducing the duration of our investment portfolio and increasing our short-term investment positions
to ensure that we will have sufficient cash available to meet claims obligations as they fall due and to mitigate our exposure to investment losses in the event of interest rate increases. We will continue to review our asset allocation as our
runoff progresses. Despite these actions there may still be periods in which the Company records an investment loss as a result of the continued volatility in bond markets.



During the six months ended June 30, 2005 we purchased $191.3 million and sold $233.9 million of available-for-sale investments compared to
$368.0 million and $694.2 million, respectively for the six months ended June 30, 2004.



---

Financing activities



As a result of the decision to restructure OPL and cause its operations to begin an orderly runoff, we amended our dividend policy. It is unlikely that the Company will
pay ordinary dividends in the future. We expect that all future returns of capital to our shareowners will be in the form of liquidating distributions, giving due consideration to the Companys required capital levels to support the runoff of
our accrued loss and loss expense liabilities, our contingent liabilities, regulatory requirements and availability of unrestricted liquid assets.



Since going into runoff OPL has made four liquidating distributions to shareowners totaling $8.50 per share. Distributions of $237.7 million, $296.9 million, $237.5
million and $237.5 million were paid on April 9, 2003, January 5, 2004, August 31, 2004 and May 18, 2005, respectively. All liquidating distributions were pre-approved by the Bermuda Monetary Authority. The timing and amount of any future
distributions is dependent on OPLs ability to obtain specific approval from the Bermuda Monetary Authority.



Credit Risk



Credit risk represents the loss that would occur if a counterparty or issuer failed to perform its contractual obligations. Certain policies and procedures have been established to protect the Company against such
losses from its investments or receivables. Controlling duration of the investment portfolio by limiting tracking error to known benchmarks, placing limits on exposure to any one counterparty and mandating minimum credit ratings all serve to manage
the credit exposure associated with the Companys financial instruments.



The Company is also exposed to credit risk on losses recoverable from reinsurers and premiums receivable from cedants. The Company mitigated this risk by diversifying its assumed and ceded business with a number of different counterparties
and mandating minimum credit ratings for each reinsurer at the time of placement and contractual features that permit the right of offset. The Company continues to monitor financial stability of its reinsurers and cedants on a regular basis.



Following the terrorist attacks of September 11, 2001 OPLs management
conducted a thorough review of the claims paying ability of the Companys reinsurers and subsequently made a provision for non-collectable reinsurance receivables of $10 million. This amount was reduced by $4 million in 2004 to reflect the
reduced credit risk following the collection of approximately $34 million of losses and loss expenses recoverable due on our aviation excess of loss reinsurance protection.



Inflation



Inflation, including damage awards and costs, can substantially increase the ultimate cost of claims in certain types of insurance. This is because the actual payment of
claims may take place a number of years after the provisions for losses are reflected in the financial statements. We will, however, earn income on the funds retained for a period of time until eventual payment of a claim. Our investments are not
significantly affected by inflation as the liquidity of our portfolio permits us to respond quickly to changing market conditions.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



There has been no material change in the Companys market risks in 2005. The Companys exposures to market risks are disclosed in detail in the Overseas
Partners Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2004.



---

ITEM 4. CONTROLS AND PROCEDURES



As of June 30, 2005, the Company carried out an evaluation, under the supervision and with the participation of the Companys
management, including the President & Chief Executive Officer and the Chief Accounting Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e)
and 15d-15(e). Based upon that evaluation, the President & Chief Executive Officer and the Chief Accounting Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic SEC filings.



In consequence of the continued progress of our runoff, the Company reduced its number of employees to eleven as of April 15, 2005. Since that time, we have further
reduced our staff to seven as of June 30, 2005. These staff reductions necessitated changes to the Companys current policies and procedures, including our internal controls over financial reporting and our disclosure controls and procedures.
We believe that the changes in controls were appropriately designed to provide reasonable assurance regarding the reliability of financial reporting (and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States) and the effectiveness of our internal controls. However, there is increased reliance on a smaller number of personnel in both financial and executive positions and it will therefore be more
difficult to ensure adequate segregation of duties.



There were no other
changes in the Companys internal control over financial reporting during the Companys most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial
reporting.



Safe Harbor Disclosure



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. Some of the statements contained in this Securities and Exchange Commission filing contain forward-looking information. Forward-looking statements are statements other than historical information or statements of current
condition. Some forward looking statements can be identified by the use of such words as expect, believe, goal, plan, intend, estimate, may and will or
similar words. These forward-looking statements relate to our plans and objectives for future operations including our growth and operating strategy, our implementation of new products and new reinsurance programs, trends in our industry and our
policy on future dividends.



You should be aware that these statements are
subject to risks, uncertainties and other factors, that could cause the actual results to differ materially from those suggested by the forward-looking statements. Accordingly, there can be no assurance that those indicated results will be realized.
Among the important factors that could cause actual results to differ materially from those indicated by our forward-looking statements are:



| |  | The uncertainties of the loss and loss expense reserving process;
|- |  | -----------------------------------------------------------------



| |  | The uncertainties surrounding the estimates of losses incurred as a result of the terrorist attacks on the World Trade Center and the related events of September 11, 2001;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Future losses on unexpired policies, including a residual value reinsurance program where the Company is exposed to losses until 2013 and has a maximum exposure of $180 million;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our ability to collect reinsurance recoverables, particularly given our disputes with reinsurers;
|- |  | -------------------------------------------------------------------------------------------------



| |  | Uncertainties relating to government and regulatory policies;
|- |  | -------------------------------------------------------------



| |  | Losses due to interest rate fluctuations and volatility in the U.S. financial markets which could affect our investment portfolio;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  | Losses arising from any potential sale of OPRe;
|- |  | -----------------------------------------------



| |  | Adverse outcomes from any current, pending or future state or federal tax audits; and
|- |  | -------------------------------------------------------------------------------------



| |  | The resolution of any current, pending or future litigation or other legal proceedings.
|- |  | ---------------------------------------------------------------------------------------



We do not undertake any duty to update these forward-looking statements in any manner.



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

PART II. OTHER INFORMATION



ITEM 5. Legal Proceedings



The Company is not currently involved in any legal proceedings, although the Companys wholly-owned subsidiary, OPRe, is involved in disputes relating to certain
reinsurance contracts that have arisen in the ordinary course of business.



ITEM 6. Exhibits and Reports on Form 8-K



|a) | Exhibits:
|-- | ---------



|      |  |                                                                         
|----- |  | ------------------------------------------------------------------------
|      | 
|31(a) |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|31(b) |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|32    |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



---

SIGNATURES



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



|                     |  |                        |  |                                      
|-------------------- |  | ---------------------- |  | -------------------------------------
|Date: August 8, 2005 |  | OVERSEAS PARTNERS LTD.
|                     |  |                       
|                     |  | By:                    |  | /s/ Mark R. Bridges                  
|                     |  |                        |  | Mark R. Bridges                      
|                     |  |                        |  | President and Chief Executive Officer
|                     |  |                       
|                     |  | By:                    |  | /s/ Chris Fleming                    
|                     |  |                        |  | Chris Fleming                        
|                     |  |                        |  | Chief Accounting Officer