---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For Quarter Ended September 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
file number: 0-11538

Overseas Partners Ltd.  in Liquidation

(Exact name of registrant as specified in its charter)



|                                                                                    |  |                    
|----------------------------------------------------------------------------------- |  | -------------------
|Islands of Bermuda                                                                  |  | N/A                
|(State or other jurisdiction of                                                     |  | (I.R.S. Employer   
|incorporation or organization)                                                      |  | Identification No.)
|                                                                                    | 
|PricewaterhouseCoopers, Dorchester House, 7 Church Street, Hamilton, HM 11, Bermuda |  | HM 11 Bermuda      
|(Address of principal executive offices)                                            |  | (Zip Code)         

441-295-0788

(Registrants telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                       |  |                                  
|-------------------------------------- |  | ---------------------------------
|Class                                  |  | Outstanding at September 30,
2006
|Common Stock, $.10 par value per share |  | 118,749,504 shares               



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---

PART I. FINANCIAL INFORMATION

OVERSEAS PARTNERS LTD.

CONDENSED BALANCE SHEETS

(In thousands, except share and per share amounts)



|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | --------------- | - | ---------------- |  | - | -------
|                                                                                                                                             |  | September 30,2006 |        | January 31,2006 |   | December 31,2005
|                                                                                                                                             |  | (Unaudited)       |        | (Unaudited)     |   |                 
|ASSETS:                                                                                                                                      |  |                   |        |                 |   |                  |  |   |        
|Investments, available-for-sale, at fair value Debt securities (amortized cost: 2006  $, 2005 
$14,836)                                  |  | $                 |       |                 | $ |                 |  | $ | 14,847 
|Cash and cash equivalents                                                                                                                    |  |                   | 59,851 |                 |   | 57,620           |  |   | 212,787
|Interest receivable                                                                                                                          |  |                   |       |                 |   |                 |  |   | 314    
|Federal and state taxes receivable                                                                                                           |  |                   |       |                 |   |                 |  |   | 1,128  
|Prepayments                                                                                                                                  |  |                   |       |                 |   |                 |  |   | 4,940  
|Other assets                                                                                                                                 |  |                   |       |                 |   | 1,012            |  |   | 127    
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Total assets                                                                                                                                 |  | $                 | 59,851 |                 | $ | 58,632           |  | $ | 234,143
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|LIABILITIES AND MEMBERS EQUITY:                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Liabilities:                                                                                                                                 |  |                   |        |                 |   |                  |  |   |        
|Accounts payable and other liabilities                                                                                                       |  | $                 | 539    |                 | $ | 939              |  | $ | 5,858  
|Distribution payable                                                                                                                         |  |                   |       |                 |   |                 |  |   | 166,262
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Total liabilities                                                                                                                            |  | $                 | 539    |                 | $ | 939              |  | $ | 172,120
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|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 and outstanding 118,749,504 shares (2005: 118,758,470
shares) |  | $                 | 11,875 |                 | $ | 11,875           |  | $ | 11,876 
|Retained earnings                                                                                                                            |  |                   | 47,437 |                 |   | 45,818           |  |   | 50,136 
|Accumulated other comprehensive income                                                                                                       |  |                   |       |                 |   |                 |  |   | 11     
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Total members equity                                                                                                                        |  |                   | 59,312 |                 |   | 57,693           |  |   | 62,023 
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Total liabilities and members equity                                                                                                        |  | $                 | 59,851 |                 | $ | 58,632           |  | $ | 234,143
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        
|Net book value per share                                                                                                                     |  | $                 | 0.50   |                 | $ | 0.49             |  | $ | 0.52   
|                                                                                                                                             |  |                   |        |                 |   |                  |  |   |        

Note:-



| | 1) | The above figures at January 31, 2006 and September 30, 2006 are unaudited
| | -- | --------------------------------------------------------------------------



| | 2) | The Company was placed into Members Voluntary Liquidation on 31stJanuary, 2006
| | -- | -------------------------------------------------------------------------------



| | 3) | The eventual amount to be returned to shareowners by way of a Final Liquidation Distribution is not yet known
| | -- | -------------------------------------------------------------------------------------------------------------

See also condensed notes to unaudited consolidated financial statements.



2



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|------------------------------------------------------------ |  | --------------------------------- | ------- | - | ---------------------------- | - | ------- | -------------------------------- |  | - | --------------------------------- | - |  | --------------------------------- | ------- | - |  | - | ------- | -
|                                                             |  | EightMonths EndedSeptember 302006 |         |   | OneMonth EndedJanuary 312006 |   |         | NineMonths EndedSeptember 302005 |  |   | ThreeMonths EndedSeptember 302006 |   |  | ThreeMonths EndedSeptember 302005 |        
|REVENUES:                                                    |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Interest                                                     |  | $                                 | 1,848   |   |                              | $ | 159     |                                  |  | $ | 2,186                             |   |  |                                   | 753     |   |  |   | 965     |  
|Realized gain on available-for-sale securities               |  |                                   |        |   |                              |   | 42      |                                  |  |   | 745                               |   |  |                                   |        |   |  |   | 745     |  
|Dividends from Unquoted Investment                           |  |                                   |        |   |                              |   |        |                                  |  |   | 125                               |   |  |                                   |        |   |  |   | 125     |  
|Other than temporary impairment of unquoted investment       |  |                                   |        |   |                              |   |        |                                  |  |   | (791                              | ) |  |                                   |        |   |  |   | (791    | )
|Amortization of fixed income securities                      |  |                                   |        |   |                              |   |        |                                  |  |   | (4                                | ) |  |                                   |        |   |  |   | (1      | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|                                                             |  |                                   | 1,848   |   |                              |   | 201     |                                  |  |   | 2,261                             |   |  |                                   | 753     |   |  |   | 597     |  
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|EXPENSES:                                                    |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Investment expenses                                          |  |                                   |        |   |                              |   |        |                                  |  |   | 98                                |   |  |                                   |        |   |  |   | 45      |  
|Other operating expenses                                     |  |                                   | 417     |   |                              |   | 4,515   |                                  |  |   | 3,829                             |   |  |                                   | 64      |   |  |   | 1,483   |  
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|                                                             |  |                                   | 417     |   |                              |   | 4,515   |                                  |  |   | 3,927                             |   |  |                                   | 64      |   |  |   | 1,528   |  
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Profit/(Loss) from continuing operations before income taxes |  |                                   | 1,431   |   |                              |   | (4,314  | )                                |  |   | (1,666                            | ) |  |                                   | 689     |   |  |   | (485    | )
|Income taxes                                                 |  |                                   | (187    | ) |                              |   |        |                                  |  |   | (521                              | ) |  |                                   | (187    | ) |  |   | (1,469  | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Net Profit/(Loss) income from continuing operations          |  |                                   | 1,618   |   |                              |   | (4,314  | )                                |  |   | (2,187                            | ) |  |                                   | 876     |   |  |   | (1,954  | )
|Discontinued operations:                                     |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Net income/(loss) from former subsidiary                     |  |                                   |        |   |                              |   | (11     | )                                |  |   | (49,021                           | ) |  |                                   |        |   |  |   | (26,943 | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Net Income/(Loss)                                            |  | $                                 | 1,618   |   |                              | $ | (4,325  | )                                |  | $ | (51,208                           | ) |  | $                                 | 876     |   |  | $ | (28,897 | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|EARNINGS PER SHARE                                           |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Profit/(Loss) income from continuing operations              |  | $                                 | 0.01    |   |                              | $ | (0.04   | )                                |  | $ | (0.02                             | ) |  | $                                 | 0.01    |   |  | $ | (0.02   | )
|Income from discontinued operations                          |  |                                   |        |   |                              |   |        |                                  |  |   | (0.41                             | ) |  |                                   |        |   |  |   | (0.23   | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Basic and diluted net Profit/(Loss) income per share         |  | $                                 | 0,01    |   |                              | $ | (0.04   | )                                |  | $ | (0.43                             | ) |  | $                                 | 0,01    |   |  | $ | (0.25   | )
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  
|Weighted average number of shares outstanding                |  |                                   | 118,752 |   |                              |   | 118,752 |                                  |  |   | 118,765                           |   |  |                                   | 118,752 |   |  |   | 118,758 |  
|                                                             |  |                                   |         |   |                              |   |         |                                  |  |   |                                   |   |  |                                   |         |   |  |   |         |  

Note:-



| | 1) | The above figures are unaudited
| | -- | -------------------------------



| | 2) | The Company was placed into Members Voluntary Liquidation on 31stJanuary, 2006
| | -- | -------------------------------------------------------------------------------



| | 3) | The eventual amount to be returned to shareowners by way of a Final Liquidation Distribution is not yet known
| | -- | -------------------------------------------------------------------------------------------------------------

See also condensed notes to unaudited consolidated financial statements



3



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share amounts) (Unaudited)



|                                                                                                       |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  
|------------------------------------------------------------------------------------------------------ |  | --------------------------------- | ----- | ---------------------------- | - | ------ | -------------------------------- |  | - | --------------------------------- | - | --------------------------------- | - | --- |  | - | ------- | -
|                                                                                                       |  | EightMonths EndedSeptember 302006 |       | OneMonth EndedJanuary 312006 |   |        | NineMonths EndedSeptember 302005 |  |   | ThreeMonths EndedSeptember 302006 |   | ThreeMonths EndedSeptember 302005 |  
|Net (loss) income                                                                                      |  | $                                 | 1,618 |                              | $ | (4,314 | )                                |  | $ | (51,208                           | ) |                                   | $ | 876 |  | $ | (28,897 | )
|Other comprehensive (loss) income:                                                                     |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  
|Net unrealized holding gains on available-for-sale securities                                          |  |                                   |      |                              |   | 32     |                                  |  |   | 657                               |   |                                   |   |    |  |   | 125     |  
|Less: reclassification adjustment for gains included in net income                                     |  |                                   |      |                              |   | (43    | )                                |  |   | (745                              | ) |                                   |   |    |  |   | (745    | )
|                                                                                                       |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  
|Other comprehensive (loss) / income of continuing operations                                           |  |                                   |      |                              |   | (11    | )                                |  |   | (88                               | ) |                                   |   |    |  |   | (620    | )
|Net unrealized holding losses on available-for-sale securities of subsidiary held for sale, net of tax |  |                                   |      |                              |   |       |                                  |  |   | 549                               |   |                                   |   |    |  |   | 480     |  
|                                                                                                       |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  
|Other comprehensive (loss) / income                                                                    |  |                                   |      |                              |   | (11    | )                                |  |   | 461                               |   |                                   |   |    |  |   | (140    | )
|                                                                                                       |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  
|Comprehensive (loss) / income                                                                          |  | $                                 | 1,618 |                              | $ | (4,325 | )                                |  | $ | (50,747                           | ) |                                   | $ | 876 |  | $ | (29,037 | )
|                                                                                                       |  |                                   |       |                              |   |        |                                  |  |   |                                   |   |                                   |   |     |  |   |         |  

Note:-



| | 1) | The above figures are unaudited
| | -- | -------------------------------



| | 2) | The Company was placed into Members Voluntary Liquidation on 31stJanuary, 2006
| | -- | -------------------------------------------------------------------------------



| | 3) | The eventual amount to be returned to shareowners by way of a Final Liquidation Distribution is not yet known
| | -- | -------------------------------------------------------------------------------------------------------------

See also condensed notes to unaudited consolidated financial statements.



4



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS EQUITY

Nine Months Ended September 30, 2006 and 2005

(In thousands)

(Unaudited)



|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|---------------------------------------------------------------- |  | ---------------- | ------ | ------------ | ------- | ------ | -------------- | - | ------ | ------------------- |  | ------ | ----------------- |  | - | ------------------------------------------ | - |  | --------------------- | ------- | - |  | - | -------- | - |  | - | ---- | - |  | - | -------- | -
|                                                                 |  | Preference Stock |        | Common Stock |         |        | Treasury Stock |   |        | Contributed Surplus |  |        | Retained Earnings |  |   | AccumulatedOtherComprehensive(Loss) Income |   |  | Total Members Equity |        
|                                                                 |  |                  | Shares |              |         | Amount |                |   | Shares |                     |  | Amount |                   |  |   |                                            |  
|Balance, January 1, 2005                                         |  | $                |       |              | 127,500 |        |                | $ | 12,750 |                     |  | (8,730 | )                 |  | $ | (158,755                                   | ) |  | $                     | 37,650  |   |  | $ | 624,193  |   |  | $ | (448 | ) |  | $ | 515,390  |  
|Net loss                                                         |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  |   | (51,208  | ) |  |   |     |   |  |   | (51,208  | )
|Distribution Paid ($2.00 per share)                              |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  |   | (237,540 | ) |  |   |     |   |  |   | (237,540 | )
|Repurchase and cancellation of shares                            |  |                  |       |              | (8,742  | )      |                |   | (874   | )                   |  | 8,730  |                   |  |   | 158,755                                    |   |  |                       | (37,650 | ) |  |   | (120,257 | ) |  |   |     |   |  |   | (26      | )
|Net unrealized gain on available-for-sale securities, net of tax |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  |   |         |   |  |   | 461  |   |  |   | 461      |  
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|Balance, September 30, 2005                                      |  |                  |       |              | 118,758 |        |                | $ | 11,876 |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  | $ | 215,188  |   |  | $ | 13   |   |  | $ | 227,077  |  
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|Balance, January 1, 2006                                         |  |                  |       |              | 118,758 |        |                | $ | 11,876 |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  | $ | 50,136   |   |  | $ | 11   |   |  | $ | 62,023   |  
|Net Loss (1 month) to January 31, 2006                           |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  | $ | (4,313   | ) |  |   |     |   |  | $ | (4,313   | )
|Net unrealized loss on available-for-sale securities, net of tax |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  |   |         |   |  |   | (11  | ) |  |   | (11      | )
|Repurchase and cancellation of shares                            |  |                  |       |              | (8      | )      |                |   | (1     | )                   |  |       |                   |  |   |                                           |   |  |                       |        |   |  |   | (4       | ) |  |   |     |   |  |   | (5       | )
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|Balance, January 31, 2006                                        |  |                  |       |              | 118,750 |        |                | $ | 11,875 |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  | $ | 45,819   |   |  |   |     |   |  | $ | 57,694   |  
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|Net Profit (8 months) to September 30, 2006                      |  |                  |       |              |        |        |                |   |       |                     |  |       |                   |  |   |                                           |   |  |                       |        |   |  | $ | 1,618    |   |  |   |     |   |  | $ | 1,618    |  
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  
|Balance, September 30, 2006                                      |  | $                |       |              | 118,750 |        |                | $ | 11,875 |                     |  |       |                   |  | $ |                                           |   |  | $                     |        |   |  | $ | 47,437   |   |  | $ |     |   |  | $ | 59,312   |  
|                                                                 |  |                  |        |              |         |        |                |   |        |                     |  |        |                   |  |   |                                            |   |  |                       |         |   |  |   |          |   |  |   |      |   |  |   |          |  

See condensed notes to unaudited consolidated financial statements.



5



---

OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S.$ in thousands)

(Unaudited)



|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|--------------------------------------------------------------------------------- |  | --------------------------------- | ------ | - | ---------------------------- | - | -------- | -------------------------------- |  | - | -------- | -
|                                                                                  |  | Eight MonthsEndedSeptember 302006 |        |   | One MonthEndedJanuary 312006 |   |          | Nine MonthsEndedSeptember 302005 | 
|CASH FLOW FROM OPERATING ACTIVITIES:                                              |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net (loss) income                                                                 |  |                                   | 1,618  |   |                              | $ | (4,313   | )                                |  | $ | (51,208  | )
|Adjustments to reconcile net income to net cash expended by operating activities: |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|loss from former subsidiary                                                       |  |                                   |       |   |                              |   |         |                                  |  |   | 22,117   |  
|loss on sale of subsidiary                                                        |  |                                   |       |   |                              |   |         |                                  |  |   | 26,904   |  
|Realized gain on available-for-sale securities                                    |  |                                   |       |   |                              |   | (43      | )                                |  |   | (745     | )
|Amortization of fixed income securities                                           |  |                                   |       |   |                              |   |         |                                  |  |   | 4        |  
|Changes in assets and liabilities:                                                |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Interest receivable                                                               |  |                                   |       |   |                              |   |         |                                  |  |   | (426     | )
|Other assets                                                                      |  |                                   | 1,012  |   |                              |   | 20,375   |                                  |  |   | (11      | )
|Accounts payable and other liabilities                                            |  |                                   | (398   | ) |                              |   | (4,919   | )                                |  |   | 6,915    |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net cash flow provided by operating activities                                    |  |                                   | 2,231  |   |                              |   | 11,100   |                                  |  |   | 4,341    |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                              |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Proceeds from sales and maturities of available-for-sale investments              |  |                                   |       |   |                              |   |         |                                  |  |   | 11,504   |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net cash flow generated by investing activities                                   |  |                                   |       |   |                              |   |         |                                  |  |   | 11,504   |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                              |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Repurchase of shares                                                              |  |                                   |       |   |                              |   | (5       | )                                |  |   | (26      | )
|Liquidating distribution                                                          |  |                                   |       |   |                              |   | (166,262 | )                                |  |   | (237,540 | )
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net cash flow used by financing activities                                        |  |                                   |       |   |                              |   | (166,267 | )                                |  |   | (237,566 | )
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|CASH FLOW FROM DISCONTINUED OPERATIONS                                            |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Proceeds from sale of subsidiary                                                  |  |                                   |       |   |                              |   |         |                                  |  |   | 170,500  |  
|Distribution from former subsidiary                                               |  |                                   |       |   |                              |   |         |                                  |  |   | 200,000  |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net cash flow used by discontinued activities                                     |  |                                   |       |   |                              |   |         |                                  |  |   | 370,500  |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                   | 2,231  |   |                              |   | (155,167 | )                                |  |   | (148,779 | )
|Cash and cash equivalents:                                                        |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Beginning of period                                                               |  | $                                 | 57,620 |   |                              |   | 212,787  |                                  |  |   | 63,604   |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|End of period                                                                     |  | $                                 | 59,851 |   |                              | $ | 57,620   |                                  |  | $ | 212,383  |  
|                                                                                  |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Supplemental disclosures of cash flow information:                                |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|Cash paid during the period:                                                      |  |                                   |        |   |                              |   |          |                                  |  |   |          |  
|U.S. income taxes                                                                 |  | $                                 |       |   |                              | $ |         |                                  |  | $ |         |  
|Interest                                                                          |  | $                                 |       |   |                              | $ |         |                                  |  | $ |         |  

See condensed notes to unaudited consolidated financial statements.



6



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(Unaudited)



|1. | GENERAL
|-- | -------

Overseas Partners Ltd. (OPL or the
Company) through its subsidiaries 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. The Board of Directors had concluded that the Companys then existing capital structure would not allow it to continue to grow and compete effectively in the reinsurance market while at
the same time satisfying the desire of many of the 98,000 shareowners to have greater liquidity for their investment in the Company.

Since entering into
runoff, the Companys operational focus has been to (i) preserve its capital base through various risk management initiatives and cost control; (ii) actively manage and negotiate early settlement of its reinsurance liabilities and
real estate debt; (iii) seek opportunistic sales of its real estate assets and reinsurance subsidiaries; (iv) prudently return capital to its shareowners over time; and (v) position the Company for ultimate liquidation.

Prior to the runoff decision, the Company had operated in two business segments: (i) reinsurance and (ii) real estate and leasing. The reinsurance activities
were conducted through OPL and a number of its Bermuda and United States subsidiaries, all of which have now been sold. Most recently, the Company completed the sale of its principal operating subsidiary, Overseas Partners Re Ltd.
(OPRe), on September 22, 2005. Previously the reinsurance segment also included the operations of Overseas Partners US Reinsurance Company, which was sold on November 15, 2004. OPL has commuted, novated or otherwise settled all
of its reinsurance obligations at this time. The Companys 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.
OPCC and its subsidiaries sold the Companys last remaining real estate holdings during the fourth quarter of 2003, and OPCC and all real estate subsidiaries have now been either sold or dissolved. The Company no longer conducts any active
business operations and the Companys activities at this time are restricted solely to those that are required to further its own winding up and dissolution.

A Special General Meeting of shareowners of OPL was held on January 31, 2006 to approve the winding up of the Company, including the appointment and remuneration of joint liquidators and the distribution of the surplus assets of the
Company. Under Bermuda law, upon the adoption of the resolutions in favor of the winding up and the appointment of a liquidator, the Board of Directors loses all power and authority, and the liquidator assumes responsibility for the winding up,
including the identification and settlement of all remaining liabilities, the distribution of remaining capital to shareowners and the ultimate dissolution of the Company. The employment of all OPLs remaining officers and employees terminated
on February 10, 2006. It is too early to accurately determine the date of final dissolution at this time, but the Company believes that the winding-up process will be substantially completed, if not completed, by the end of 2006 if events
unfold according to plan. The Company believes that it will have sufficient assets to pay all of its known liabilities and contingencies.

The results of
operations for the nine-month periods ended September 30, 2006 and 2005 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, 2005.

Interim financial statements are subject to possible adjustments in connection with the preparation 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.



7



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(Unaudited)



|3. | DISCONTINUED OPERATIONS
|-- | -----------------------

During the three months ended
September 30, 2005 OPL classified the operations of its wholly owned subsidiary, OPRe, as held for sale in contemplation of the sale to Catalina Holdings Ltd. (Catalina). The sale was completed on September 22, 2005. The
purchase price of $170.5 million has been paid in cash. Catalina is a Bermuda company which was established by Chris Fagan and Marwyn Capital with the acquisition funding provided by Nikko Principal Investments Limited and RBS Equity Finance and
senior debt facilities provided by Barclays Bank.

In accordance with Statement of Financial Accounting Standards No. 144, the net operating results
of OPRe have been recorded as discontinued operations in the statement of income. The financial statements for prior periods presented have been restated on a consistent basis.



8



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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
nine months ended September, 2006 and 2005. Following the classification of OPRe as a subsidiary held for sale, the results of OPRe have been presented as discontinued operations in the statement of income in accordance with SFAS No. 144. The
financial results for prior periods presented have been restated on a consistent basis.

A Special General Meeting of shareowners of OPL was held on
January 31, 2006 to approve the winding up of the Company, including the appointment and remuneration of joint liquidators and the distribution of the surplus assets of the Company. Under Bermuda law, upon the adoption of the resolutions in
favor of the winding up and the appointment of a liquidator, the Board of Directors loses all power and authority, and the liquidator assumes responsibility for the winding up, including the identification and settlement of all remaining
liabilities, the distribution of remaining capital to shareowners and the ultimate dissolution of the Company.

Due to the liquidation status of the
Company, our results are likely to vary significantly from period to period. Our results of operations and cash flows for any interim period are not necessarily indicative of our results to be expected for the full year.

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, 2005 and notes thereto included in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005.



9



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RESULTS OF OPERATIONS

Summary of results:



|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|------------------------------------------------ |  | ----------------------------------- | ----- | - | ------------------------------ | - | ------ | ---------------------------------- |  | - | ----------------------------------- | - |  | ----------------------------------- | - |  | - | ------- | -
|(In thousands except for per share amounts)      |  | Eight Months Ended September 302006 |       |   | One Month Ended January 312006 |   |        | Nine Months Ended September 302005 |  |   | Three Months Ended September 302006 |   |  | Three Months Ended September 302005 |  
|NET (LOSS) INCOME                                |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Investment income                                |  | $                                   | 1,848 |   |                                | $ | 201    |                                    |  | $ | 2,261                               |   |  | 753                                 |   |  |   | 1,043   |  
|Investment expenses                              |  |                                     |      |   |                                |   |       |                                    |  |   | (98                                 | ) |  |                                    |   |  |   | (45     | )
|Other operating expenses                         |  |                                     | (417  | ) |                                |   | (4,515 | )                                  |  |   | (3,289                              | ) |  | (64                                 | ) |  |   | (1,483  | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Net loss before taxes from continuing operations |  |                                     | 1,431 |   |                                |   | (4,314 | )                                  |  |   | (1,666                              | ) |  | 689                                 |   |  |   | (485    | )
|Income tax benefit /(expense)                    |  |                                     | 187   |   |                                |   |       |                                    |  |   | (521                                | ) |  | 187                                 |   |  |   | (1,469  | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Net (loss) income from continuing operations     |  |                                     | 1,618 |   |                                |   | (4,314 | )                                  |  |   | (2,187                              | ) |  | 876                                 |   |  |   | (1,954  | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Net income from discontinued operations          |  |                                     |      |   |                                |   | (11    | )                                  |  |   | (49,021                             | ) |  |                                    |   |  |   | (26,943 | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Net (loss) income                                |  |                                     | 1,618 |   |                                | $ | (4,325 | )                                  |  | $ | (51,208                             | ) |  | 876                                 |   |  |   | (28,897 | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  
|Basic and diluted net (loss) income per share    |  |                                     |      |   |                                |   |       |                                    |  | $ | (0.43                               | ) |  |                                    |   |  | $ | (0.24   | )
|                                                 |  |                                     |       |   |                                |   |        |                                    |  |   |                                     |   |  |                                     |   |  |   |         |  

Other operating expenses for the nine months ended September 30, 2006 were $5.0 million compared to $3.8
million for the nine months ended September 30, 2005. The increased operating costs reflect the expensing of the $4.0 million cost of purchasing Directors and Officers and Corporate Reimbursement runoff insurance coverage. Other operating
expenses for the nine months ended September 30, 2005 consist of corporate expenses including payroll, insurance, shareowner costs and rent.

During
the nine months ended September 30, 2005 we recorded an income tax expense of $0.5 million. This was due to a $1.4 million accrual for additional Massachusetts state taxes on the 2002 tax year, offset by the recovery of Massachusetts state
taxes that were previously paid for the 2001 tax year but have now been recovered following the favorable resolution of a subsequent tax audit. For the nine months ended September 30, 2005 we incurred a net loss of $49.0 million from
discontinued operations pertaining to OPRe, including an operating loss of $22.1 million and the loss on sale of $26.9 million. The operating 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 portion of OPRes aviation excess of loss protection.

Basic
and diluted net loss per share was $0.43 for the nine months ended September 30, 2005 consisting of $0.02 loss per share from continuing operations and $0.41 loss per share from the discontinued operations of OPRe.

For the three months ended September 30, 2006 bank interest received was approximately $753,000 and administration expenses incurred were approximately $64,000
leading to a net profit for the three months ended September 30, 2006 of approximately $689,000.



10



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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.

Since going into runoff, OPL has sold all of its real estate
holdings, extinguished all indebtedness associated with the real estate investments, dissolved or sold all of its former real estate and reinsurance operating subsidiaries and settled all of its own reinsurance liabilities. As such, OPLs
ongoing liquidity needs are limited to operating overhead and costs associated with the winding-up and liquidation process. At September 30, 2006 the Company had approximately $59 million of cash. The joint liquidators believe that the current
cash holdings are adequate for the payment of current creditors and future operating and liquidation expenses. Any excess capital will be returned to shareowners as liquidating distributions.

Cash and cash equivalents changed due to the following:



|                                                     |  |                                     |       |                                |   |          |                                    |  |   |          |  
|---------------------------------------------------- |  | ----------------------------------- | ----- | ------------------------------ | - | -------- | ---------------------------------- |  | - | -------- | -
|(In thousands)                                       |  | Eight Months Ended September 302006 |       | One Month Ended January 312006 |   |          | Nine Months Ended September 302005 | 
|CASH FLOWS                                           |  |                                     |       |                                |   |          |                                    |  |   |          |  
|Operating activities                                 |  | $                                   | 2,231 |                                | $ | 11,100   |                                    |  | $ | 4,341    |  
|Investing activities                                 |  |                                     |      |                                |   |         |                                    |  |   | 11,504   |  
|Financing activities                                 |  |                                     |      |                                |   | (166,267 | )                                  |  |   | (237,566 | )
|Discontinued operations                              |  |                                     |      |                                |   |         |                                    |  |   | 370,500  |  
|                                                     |  |                                     |       |                                |   |          |                                    |  |   |          |  
|Net (decrease) increase in cash and cash equivalents |  | $                                   | 2,231 |                                | $ | (155,167 | )                                  |  | $ | 148,779  |  
|                                                     |  |                                     |       |                                |   |          |                                    |  |   |          |  

Investing activities

Following the decision to go into runoff, the Companys investment objective has been to focus on capital preservation and short- to medium-term liquidity, as opposed to long-term return. Consequently, the Company has steadily reduced
the duration of its investment portfolio and increased its short-term investment positions to ensure that it will have cash available to distribute to shareowners and to mitigate the exposure to investment losses in the event of interest rate
increases. Following the sale of OPRe, the Company invested a significant portion of its funds in cash equivalents as it prepared for the liquidation of the Company. During January 2006 the Company sold all of its remaining marketable securities and
is holding the proceeds as cash.

Financing activities

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

A liquidating distribution of $166.3 million was paid on January 4, 2006.

Credit Risk

Credit risk represents the loss that would occur if a
counterparty or issuer failed to perform its contractual obligations. Following the sale of the Companys remaining marketable securities in January 2006 the Company has minimal exposure to credit risk as all remaining cash is held on deposit
at a major international bank.



11



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Inflation

The impact
of inflation on the Companys remaining assets, liabilities and future operations is not expected to be significant given the Companys plans to liquidate in the near future.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The Company sold all of its remaining marketable securities in January 2006 and as such has minimal remaining exposure to market risk. 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, 2005.



|Item 4. | Controls and Procedures
|------- | -----------------------

As of September 30, 2006, the
Company carried out an evaluation, under the supervision and with the participation of the Companys Joint Liquidators, 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 Joint Liquidators concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company
required to be included in the Companys periodic Securities and Exchange Commission filings.

A Special General Meeting of shareowners of OPL was
held on January 31, 2006 to approve the winding up of the Company, including the appointment and remuneration of joint liquidators. Under Bermuda law, upon the adoption of the resolutions in favor of the winding up and the appointment of a
liquidator, the Board of Directors and Officers lose all power and authority, and the joint liquidators assume responsibility for the winding up, including the identification and settlement of all remaining liabilities, the distribution of remaining
capital to shareowners and the ultimate dissolution of the Company. The employment of all OPLs remaining officers and employees terminated on February 10, 2006 which necessitated changes to the Companys current policies and
procedures, including the Companys internal controls over financial reporting and the Companys disclosure controls and procedures. The changes in controls have been 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 the Companys internal controls.
However, there is increased reliance on a small number of personnel and it is therefore 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 SEC 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, hope,
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 policy on
future distributions.

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:



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



| |  | Adverse outcomes from any future state or federal tax audits in relation to our former U.S. real estate operations;
|- |  | -------------------------------------------------------------------------------------------------------------------



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



| |  | The costs of the liquidation process.
|- |  | -------------------------------------

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



12



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

The Company is not directly involved in
any legal proceedings. However, there is one outstanding personal injury claim against one of OPLs former real estate subsidiaries for which OPL has assumed liability. This claim is fully insured above a small deductible.



|Item 6. | Exhibits
|------- | --------



|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.



13



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SIGNATURES

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



|                       |  |  |  |                                       |  |     |  |                          
|---------------------- |  |  |  | ------------------------------------- |  | --- |  | -------------------------
|Date: November 1, 2006 |  |  |  | OVERSEAS PARTNERS LTD. IN LIQUIDATION
|                       |  |  |  |                                      
|                       |  |  |  |                                       |  | By: |  | /s/ Peter C.B. Mitchell  
|                       |  |  |  |                                       |  |     |  | Peter C.B Mitchell       
|                       |  |  |  |                                       |  |     |  | Joint Liquidator         
|                       |  |  |  |                                      
|                       |  |  |  |                                       |  | By: |  | /s/ Nigel J.S. Chatterjee
|                       |  |  |  |                                       |  |     |  | Nigel J.S. Chatterjee    
|                       |  |  |  |                                       |  |     |  | Joint Liquidator         



14