Exhibit
      4.2

     

    AMENDMENT
      NO. 1 TO

    AMENDED
      AND RESTATED RIGHTS AGREEMENT

     

    AMENDMENT
      NO. 1 (this “Amendment No. 1”), dated as of December 10, 2007,
      to the Rights Agreement dated as of June 1, 2000 and amended and restated as
      of
      April 12, 2007 (the “Rights Agreement”) between Orient-Express
      Hotels Ltd., a Bermuda company (the “Company”), and
      Computershare Trust Company, N.A., a national banking institution, as Rights
      Agent (the “Rights Agent”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      Section 27 of the Rights Agreement permits the amendment of the Rights Agreement
      by the Company and the Rights Agent;

     

    WHEREAS,
      pursuant to resolutions adopted on December 10, 2007, the Board of Directors
      of
      the Company adopted and authorized an amendment of the Rights Agreement as
      set
      forth below;
      and

     

    WHEREAS,
      the Board of Directors of the
      Company and the Rights Agent have determined that such amendment is desirable
      and consistent with, and for the purpose of fulfilling, the objectives of the
      Board of Directors of the Company in connection with the original adoption
      of
      the Rights Agreement;

     

    NOW,
      THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement
      as
      follows:

     

    
      	
               

            	
              1.

            	
              Section
                1. Certain Definitions.

            


    

     

    Section
      1(b) of the Rights Agreement is hereby amended to delete in its entirety the
      defined term “Acquiring Person” and the definition thereof and to insert in its
      place the following:

     

    “Acquiring
      Person” shall mean any Person (as such term is hereinafter defined) who or
      which, together with all Affiliates and Associates (as such terms are
      hereinafter defined) of such Person, shall be the Beneficial Owner (as such
      term
      is hereinafter defined) of 15% or more of the outstanding A Shares or 15% or
      more of the outstanding B Shares (as such term is hereinafter defined), but
      shall not include the Company or any Subsidiary (as such term is hereinafter
      defined) of the Company, or any employee benefit plan of the Company or any
      Subsidiary of the Company, or any entity holding shares of the Company for
      or
      pursuant to the terms of any such plan.  Notwithstanding the
      foregoing, (i) no Person shall be or have become an “Acquiring Person” if such
      Person, together with all Affiliates and Associates of such Person, was on
      December 10, 2007 the Beneficial Owner of 15% or more of the outstanding A
      Shares or 15% or more of the outstanding B Shares; provided,
however, that if, after December 10, 2007,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    such
      Person becomes the Beneficial Owner of an additional 1% or more of the
      outstanding A Shares or B Shares, respectively, then such Person shall be deemed
      an “Acquiring Person”, and (ii) no Person shall become an “Acquiring Person” as
      the result of an acquisition of the Company’s shares by the Company or a
      Subsidiary of the Company which, by reducing the number of shares outstanding,
      increases the beneficial ownership of such Person to 15% or more of the
      outstanding A Shares or 15% or more of the outstanding B Shares (or, in the
      case
      of a Person referred to in clause (i), more than the percentage that was
      beneficially owned by such Person on December 10, 2007); provided,
however, that if a Person becomes the Beneficial Owner of 15% or more
      of
      the outstanding A Shares or 15% or more of the outstanding B Shares (or, in
      the
      case of a Person referred to in clause (i), more than the percentage that was
      beneficially owned by such Person on December 10, 2007) by reason of share
      purchases by the Company or a Subsidiary of the Company and shall, after such
      share purchases by the Company or a Subsidiary of the Company, become the
      Beneficial Owner of an additional 1% or more of the outstanding A Shares or
      B
      Shares, respectively, then such Person shall be deemed to be an “Acquiring
      Person.”

     

    
      	
               

            	
              2.

            	
              Section
                3. Issue of Right Certificates.

            


    

     

    Section
      3(a) of the Rights Agreement is hereby amended (i) to delete the phrase “shares
      carrying in the aggregate” and (ii) to delete the phrase “total voting rights
      which may be cast at any general meeting of the Company” and to insert in its
      place “outstanding A Shares or 30% or more of the outstanding B
      Shares”.

     

    
      	
               

            	
              3.

            	
              Governing
                Law.

            


    

     

    This
      Amendment No. 1 shall be deemed to be a contract made under the laws of the
      Islands of Bermuda and for all purposes shall be governed by and construed
      in
      accordance with such laws, except that the rights, duties and obligations of
      the
      Rights Agent shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    
      	
               

            	
              4.

            	
              Effectiveness.

            


    

     

    This
      Amendment No. 1 shall be effective from the date hereof, and all references
      to
      the Rights Agreement shall, from and after such time, be deemed to be references
      to the Rights Agreement as amended hereby.

     

    
      	
               

            	
              5.

            	
              Counterparts.

            


    

     

    This
      Amendment No. 1 may be executed in any number of counterparts and each of such
      counterparts shall for all purposes deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
      and their respective corporate seals to be hereunto affixed and attested, all
      as
      of the day and year first above written.

     

    
      	
              Attest:

            	 	
              ORIENT-EXPRESS
                HOTELS LTD.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              /s/
                Edwin S. Hetherington

            	 	
              By:

            	
              /s/
                Paul White

            
	 	
              Name:

            	
              Edwin
                S. Hetherington

            	 	 	
              Name:

            	
              Paul
                White

            
	 	
              Title:

            	
              Vice
                President, General Counsel and Secretary

            	 	 	
              Title:

            	
              President
                and Chief Executive Officer

            


    

    


     

    


     

    
      	
              Attest:

            	 	
              COMPUTERSHARE
                TRUST

              COMPANY,
                N.A.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	/s/
              Jeff Seiders	 	
              By:

            	/s/
              Katherine S. Anderson
	 	
              Name:

            	Jeff
              Seiders	 	 	
              Name:

            	Katherine
              S. Anderson
	 	
              Title:

            	Relationship
              Manager	 	 	
              Title:

            	Managing
              Director


    

    


     

     

     

     

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