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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 March 31, 2006

Commission File Number 0-11538



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Overseas Partners Ltd.  in Liquidation

(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.)

PricewaterhouseCoopers, Dorchester House, 7 Church Street, Hamilton HM 11,
Bermuda

(Address of principal executive offices) (Zip Code)

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

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

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 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

Common Stock, par value $.10 per share

(Title of Class)

118,749,504 Shares

Outstanding at 31st January, 2006



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PART I. FINANCIAL INFORMATION

OVERSEAS PARTNERS LTD.

CONDENSED BALANCE SHEETS

(In thousands, except share and per share amounts)



|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | --------------- | - | ------------- |  | - | -------
|                                                                                                                                             |  | March 31,2006 |        | January 31,2006 |   | March 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                                                                                                                    |  |               | 58,332 |                 |   | 57,620        |  |   | 212,787
|Interest receivable                                                                                                                          |  |               |       |                 |   |              |  |   | 314    
|Federal and state taxes receivable                                                                                                           |  |               |       |                 |   |              |  |   | 1,128  
|Prepayments                                                                                                                                  |  |               |       |                 |   |              |  |   | 4,940  
|Other assets                                                                                                                                 |  |               | 233    |                 |   | 1,012         |  |   | 127    
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|Total assets                                                                                                                                 |  | $             | 58,565 |                 | $ | 58,632        |  | $ | 234,143
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|LIABILITIES AND MEMBERS EQUITY:                                                                                                             |  |               |        |                 |   |               |  |   |        
|Liabilities:                                                                                                                                 |  |               |        |                 |   |               |  |   |        
|Accounts payable and other liabilities                                                                                                       |  | $             | 647    |                 | $ | 939           |  | $ | 5,858  
|Distribution payable                                                                                                                         |  |               |       |                 |   |              |  |   | 166,262
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|Total liabilities                                                                                                                            |  | $             | 647    |                 | $ | 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                                                                                                                            |  |               | 46,043 |                 |   | 45,818        |  |   | 50,136 
|Accumulated other comprehensive income                                                                                                       |  |               |       |                 |   |              |  |   | 11     
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|Total members equity                                                                                                                        |  |               | 57,918 |                 |   | 57,693        |  |   | 62,023 
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|Total liabilities and members equity                                                                                                        |  | $             | 58,565 |                 | $ | 58,632        |  | $ | 234,143
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        
|Net book value per share                                                                                                                     |  | $             | 0.49   |                 | $ | 0.49          |  | $ | 0.52   
|                                                                                                                                             |  |               |        |                 |   |               |  |   |        

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Note:-



|1) | The above figures at 31stJanuary and
31stMarch, 2006 are unaudited
|-- | ------------------------------------------------------------------

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

|3) | The Companys tax position has not been finalized
|-- | -------------------------------------------------

|4) | 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



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|------------------------------------------------------------ |  | ------------------------------- | ------- | ------------------------------- | - | ------- | ---------------------------------- |  | - | ------- | -
|                                                             |  | Two Months Ended 31st March2006 |         | One MonthEnded 31st January2006 |   |         | Three Months Ended 31st March 2005 | 
|REVENUES:                                                    |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Interest                                                     |  | $                               | 405     |                                 | $ | 159     |                                    |  | $ | 622     |  
|Realized gain on available-for-sale securities               |  |                                 |        |                                 |   | 42      |                                    |  |   |        |  
|Amortization of fixed income securities                      |  |                                 |        |                                 |   |        |                                    |  |   | (3      | )
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|                                                             |  |                                 | 405     |                                 |   | 201     |                                    |  |   | 619     |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|EXPENSES:                                                    |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Investment expenses                                          |  |                                 |        |                                 |   |        |                                    |  |   | 28      |  
|Other operating expenses                                     |  |                                 | 180     |                                 |   | 4,515   |                                    |  |   | 1,006   |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|                                                             |  |                                 | 180     |                                 |   | 4,515   |                                    |  |   | 1,034   |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Profit/(Loss) from continuing operations before income taxes |  |                                 | 225     |                                 |   | (4,314  | )                                  |  |   | (415    | )
|Income taxes                                                 |  |                                 |        |                                 |   |        |                                    |  |   | 1,348   |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Net Profit/(Loss) income from continuing operations          |  |                                 | 225     |                                 |   | (4,314  | )                                  |  |   | 933     |  
|                                                             |  |                                 |        
|Discontinued operations:                                     |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Net income/(loss) from subsidiary held for sale              |  |                                 |        |                                 |   | (11     | )                                  |  |   | 154     |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Net Income/(Loss)                                            |  | $                               | 225     |                                 | $ | (4,325  | )                                  |  | $ | 1,087   |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|EARNINGS PER SHARE                                           |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Profit/(Loss) income from continuing operations              |  | $                               | 0.00    |                                 | $ | (0.04   | )                                  |  | $ | 0.01    |  
|Income from discontinued operations                          |  |                                 |        |                                 |   |        |                                    |  |   |        |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Basic and diluted net Profit/(Loss) income per share         |  | $                               | 0,00    |                                 | $ | (0.04   | )                                  |  | $ | 0.01    |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  
|Weighted average number of shares outstanding                |  |                                 | 118,752 |                                 |   | 118,752 |                                    |  |   | 118,770 |  
|                                                             |  |                                 |         |                                 |   |         |                                    |  |   |         |  

---

Note:-



|1) | The above figures at 31stJanuary and
31stMarch, 2006 are unaudited
|-- | ------------------------------------------------------------------

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

|3) | The Companys tax position has not been finalized
|-- | -------------------------------------------------

|4) | 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)



|                                                                                                       |  |                                |  |                                 |        |   |                                  |   |       |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------------ |  | ------------------------------- | ------ | - | -------------------------------- | - | ----- | -
|                                                                                                       |  | Two MonthsEnded 31st March2006 |  | One MonthEnded 31st January2006 |        |   | Three MonthsEnded 31st March2005 |  
|Net (loss) income                                                                                      |  | 225                            |  | $                               | (4,314 | ) |                                  | $ | 1,087 |  
|                                                                                                       |  |                                | 
|Other comprehensive (loss) income:                                                                     |  |                                |  |                                 |        |   |                                  |   |       |  
|Net unrealized holding gains on available-for-sale securities                                          |  |                               |  |                                 | 32     |   |                                  |   | 865   |  
|Less: reclassification adjustment for gains included in net income                                     |  |                               |  |                                 | (43    | ) |                                  |   |      |  
|                                                                                                       |  |                                |  |                                 |        |   |                                  |   |       |  
|Other comprehensive (loss) / income of continuing operations                                           |  |                               |  |                                 | (11    | ) |                                  |   | 865   |  
|Net unrealized holding losses on available-for-sale securities of subsidiary held for sale, net of tax |  |                               |  |                                 |       |   |                                  |   | (573  | )
|                                                                                                       |  |                                |  |                                 |        |   |                                  |   |       |  
|Other comprehensive (loss) / income                                                                    |  |                               |  |                                 | (11    | ) |                                  |   | 292   |  
|                                                                                                       |  |                                |  |                                 |        |   |                                  |   |       |  
|Comprehensive (loss) / income                                                                          |  | 225                            |  | $                               | (4,325 | ) |                                  | $ | 1,379 |  
|                                                                                                       |  |                                |  |                                 |        |   |                                  |   |       |  

---

Note:-



|1) | The above figures at 31stJanuary and
31stMarch, 2006 are unaudited
|-- | ------------------------------------------------------------------

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

|3) | The Companys tax position has not been finalized
|-- | -------------------------------------------------

|4) | 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

Three Months Ended March 31, 2006 and 2005

(In thousands)

(Unaudited)



|                                                                  |  |                  |   |              |         |   |                |        |        |                     |        |                   |   |  |                                             |          |   |                       |   |        |  |   |         |   |  |   |      |   |  |   |         |  
|----------------------------------------------------------------- |  | ---------------- | - | ------------ | ------- | - | -------------- | ------ | ------ | ------------------- | ------ | ----------------- | - |  | ------------------------------------------- | -------- | - | --------------------- | - | ------ |  | - | ------- | - |  | - | ---- | - |  | - | ------- | -
|                                                                  |  | Preference Stock |   | Common Stock |         |   | Treasury Stock |        |        | Contributed Surplus |        | Retained Earnings |   |  | Accumulated OtherComprehensive(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 income                                                        |  |                  |  |              |        |   |                |        |       |                     |        |                  |   |  |                                             |         |   |                       |   |       |  |   | 1,087   |   |  |   |     |   |  |   | 1,087   |  
|Net unrealized gain on available- for-sale securities, net of tax |  |                  |  |              |        |   |                |        |       |                     |        |                  |   |  |                                             |         |   |                       |   |       |  |   |        |   |  |   | 292  |   |  |   | 292     |  
|                                                                  |  |                  |   |              |         |   |                |        |        |                     |        |                   |   |  |                                             |          |   |                       |   |        |  |   |         |   |  |   |      |   |  |   |         |  
|Balance, March 31, 2005                                           |  |                  |  |              | 127,500 |   |                | $      | 12,750 |                     |        | (8,730            | ) |  | $                                           | (158,755 | ) |                       | $ | 37,650 |  | $ | 625,280 |   |  | $ | (156 | ) |  | $ | 516,769 |  
|                                                                  |  |                  |   |              |         |   |                |        |        |                     |        |                   |   |  |                                             |          |   |                       |   |        |  |   |         |   |  |   |      |   |  |   |         |  
|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 (2 months) to March 31, 2006                           |  |                  |  |              |        |   |                |        |       |                     |        |                  |   |  |                                             |         |   |                       |   |       |  | $ | 224     |   |  |   |     |   |  | $ | 224     |  
|                                                                  |  |                  |   |              |         |   |                |        |        |                     |        |                   |   |  |                                             |          |   |                       |   |        |  |   |         |   |  |   |      |   |  |   |         |  
|Balance, March 31, 2006                                           |  | $                |  |              | 118,750 |   |                | $      | 11,875 |                     |        |                  |   |  | $                                           |         |   |                       | $ |       |  | $ | 46,043  |   |  | $ |     |   |  | $ | 57,918  |  
|                                                                  |  |                  |   |              |         |   |                |        |        |                     |        |                   |   |  |                                             |          |   |                       |   |        |  |   |         |   |  |   |      |   |  |   |         |  

See condensed notes to unaudited consolidated financial statements.



5



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S.$ in thousands)

(Unaudited)



|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ------------------------------- | - | -------- | -------------------------------- |  | - | ------ | -
|                                                                                  |  | Two Months Ended March 31 2006 |        |   | One Month Ended January,
312006 |   |          | Three MonthsEnded March, 31 2005 | 
|CASH FLOW FROM OPERATING ACTIVITIES:                                              |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Net (loss) income                                                                 |  |                                | 225    |   |                                 | $ | (4,313   | )                                |  | $ | 1,087  |  
|Adjustments to reconcile net income to net cash expended by operating activities: |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Income from subsidiary held for sale                                              |  |                                |        |   |                                 |   |         |                                  |  |   | (154   | )
|Realized gain on available-for-sale securities                                    |  |                                |        |   |                                 |   | (43      | )                                |  |   |       |  
|Amortization of fixed income securities                                           |  |                                |        |   |                                 |   |         |                                  |  |   | 3      |  
|Changes in assets and liabilities:                                                |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Interest receivable                                                               |  |                                |        |   |                                 |   |         |                                  |  |   | 3      |  
|Other assets                                                                      |  |                                | 779    |   |                                 |   | 20,375   |                                  |  |   | (287   | )
|Accounts payable and other liabilities                                            |  |                                | (292   | ) |                                 |   | (4,919   | )                                |  |   | (543   | )
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Net cash flow provided by operating activities                                    |  |                                | 712    |   |                                 |   | 11,100   |                                  |  |   | 109    |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                              |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Proceeds from sales and maturities of available-for-sale investments              |  |                                |       |   |                                 |   |         |                                  |  |   | 2,874  |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Net cash flow generated by investing activities                                   |  |                                |       |   |                                 |   |         |                                  |  |   | 2,874  |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                              |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Repurchase of shares                                                              |  |                                |       |   |                                 |   | (5       | )                                |  |   |       |  
|Liquidating distribution                                                          |  |                                |       |   |                                 |   | (166,262 | )                                |  |   |       |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Net cash flow used by financing activities                                        |  |                                |       |   |                                 |   | (166,267 | )                                |  |   |       |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                | 712    |   |                                 |   | (155,167 | )                                |  |   | 2,983  |  
|Cash and cash equivalents:                                                        |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|Beginning of period                                                               |  | $                              | 57,620 |   |                                 |   | 212,787  |                                  |  |   | 63,604 |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|End of period                                                                     |  | $                              | 58,332 |   |                                 | $ | 57,620   |                                  |  | $ | 66,587 |  
|                                                                                  |  |                                |        |   |                                 |   |          |                                  |  |   |        |  
|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

MARCH 31, 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 three-month periods ended March 31, 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 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.



7



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OVERSEAS PARTNERS LTD. AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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.



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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
three months ended March 31, 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.

RESULTS OF OPERATIONS

Summary of results:



|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|------------------------------------------------ |  | ------------------------------- | ---- | - | -------------------------------- | - | ------ | --------------------------------- |  | - | ------ | -
|(In thousands except for per share amounts)      |  | Two Months Ended 31st March2006 |      |   | One Month Ended 31st January2006 |   |        | Three Months Ended 31st March2005 | 
|NET (LOSS) INCOME                                |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Investment income                                |  | $                               | 405  |   |                                  | $ | 201    |                                   |  | $ | 619    |  
|Investment expenses                              |  |                                 |     |   |                                  |   |       |                                   |  |   | (28    | )
|Other operating expenses                         |  |                                 | (180 | ) |                                  |   | (4,514 | )                                 |  |   | (1,006 | )
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Net loss before taxes from continuing operations |  |                                 | 225  |   |                                  |   | (4,313 | )                                 |  |   | (415   | )
|Income tax benefit                               |  |                                 |     |   |                                  |   |       |                                   |  |   | 1,348  |  
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Net (loss) income from continuing operations     |  |                                 | 225  |   |                                  |   | (4,313 | )                                 |  |   | 933    |  
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Net income from discontinued operations          |  |                                 |     |   |                                  |   |       |                                   |  |   | 154    |  
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Net (loss) income                                |  |                                 | 225  |   |                                  | $ | (4,313 | )                                 |  | $ | 1,087  |  
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  
|Basic and diluted net (loss) income per share    |  |                                 |     |   |                                  |   |       |                                   |  | $ | 0.01   |  
|                                                 |  |                                 |      |   |                                  |   |        |                                   |  |   |        |  

Other operating expenses for the three months ended March 31, 2006 were $4.7 million compared to $1.0 million
for the three months ended March 31, 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 consist
of corporate expenses including payroll, insurance, shareowner costs and rent.



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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 March 31, 2006 the Company had approximately $58 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 decreased due to the following:



|                                                     |  |                                 |     |                                  |   |          |                                   |  |   |      
|---------------------------------------------------- |  | ------------------------------- | --- | -------------------------------- | - | -------- | --------------------------------- |  | - | -----
|(In thousands)                                       |  | Two Months Ended 31st March2006 |     | One Month Ended 31st January2006 |   |          | Three Months Ended 31st March2005
|CASH FLOWS                                           |  |                                 |     |                                  |   |          |                                   |  |   |      
|Operating activities                                 |  | $                               | 712 |                                  | $ | 11,100   |                                   |  | $ | 109  
|Investing activities                                 |  |                                 |    |                                  |   |         |                                   |  |   | 2,874
|Financing activities                                 |  |                                 |    |                                  |   | (166,267 | )                                 |  |   |     
|                                                     |  |                                 |     |                                  |   |          |                                   |  |   |      
|Net (decrease) increase in cash and cash equivalents |  | $                               | 712 |                                  | $ | (155,167 | )                                 |  | $ | 2,983
|                                                     |  |                                 |     |                                  |   |          |                                   |  |   |      

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.



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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 March 31, 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.



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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 4. Submission of Matters to a Vote of Security Holders.

A Special General Meeting of Shareowners of the Company was held
on January 31, 2006 in Paget, Bermuda. The notice of the Special General Meeting and Proxy Statement were mailed on or about December 29, 2005 to shareowners of record as of December 15, 2005. The shareowners voted upon the following
matters with the following results:

The minutes of the annual general meeting of shareowners of the Company held on August 8, 2005 were approved by a
vote of 104,798,610 for and 100,263 against with 166,633 shares abstaining.

The proposal that the Company be wound up voluntarily pursuant to the
provisions of the Bermuda Companies Act 1981 was approved by a vote of 104,799,441 for and 126,326 against with 139,739 shares abstaining.

The proposal
that Peter C.B. Mitchell and Nigel J.S. Chatterjee be appointed joint liquidators, to act both jointly and severally, for the purposes of the winding up was approved by a vote of 104,694,574 for and 207,799 against with 163,133 shares abstaining.

The proposal that the joint liquidators be authorized to distribute the surplus assets in specie as they may determine was approved by a vote of
104,579,450 for and 265,156 against with 220,900 shares abstaining.

The proposal that the joint liquidators be authorized to appoint attorneys-in-fact to
act on their behalf in their absence from Bermuda was approved by a vote of 104,572,469 for and 275,051 against with 217,986 shares abstaining.

The
proposal that the joint liquidators be remunerated for all work reasonably and properly carried out in the winding up of the Company, together with reasonable out-of-pocket expenses and proper disbursements incurred in the winding up was approved by
a vote of 104,594,965 for and 264,747 against with 205,794 shares abstaining.

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.



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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: May 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         



13