SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Orient-Express Hotels Ltd.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G67743107

(CUSIP Number)

Anil P. Goel

Chief Financial Officer

The Indian Hotels Company Limited

The Taj Mahal Palace & Tower

Business Centre Room No. 111, Apollo Bunder

Mumbai 400 001, India

+91 22 6665 3366

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

with a copy to:

George Karafotias

Shearman & Sterling LLP

Broadgate West, 9 Appold Street

London EC2A 2AP, United Kingdom

+44 (0)20 7655-5000

December 19, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G67743107 Page 2 of 7 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Indian Hotels Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,880,764 Class A Common Shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,880,764 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,880,764 Class A Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5%
14	TYPE OF REPORTING PERSON (See Instructions) HC

Page 2 of 7

SCHEDULE 13D

CUSIP No. G67743107 Page 3 of 7 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samsara Properties Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,880,764 Class A Common Shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,880,764 Class A Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,880,764 Class A Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 3 of 7

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed on September 17, 2007 (the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on December 7, 2007 (“Amendment No. 1”), with the Securities and Exchange Commission (the “SEC”), by The Indian Hotels Company Limited (“Indian Hotels”) and Samsara Properties Limited (“Samsara”), relating to the Class A Common Shares, par value $0.01 per share (the “Shares”), of Orient-Express Hotels Ltd., a company organized under the laws of Bermuda (the “Company”).

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On December 19, 2007, Indian Hotels sent a letter (the “December 19 Letter”) to Mr. White, a copy of which is attached as Exhibit E hereto. The description of the December 19 Letter contained herein is qualified in its entirety by reference to Exhibit E, which is incorporated herein by reference.

The penultimate paragraph of Item 4 of the Schedule 13D and the last paragraph of Amendment No. 1 are hereby amended and restated in their entirety to read as follows:

Indian Hotels and Samsara intend to review their investment in the Company on a regular basis and, as a result thereof, may at any time and from time to time determine, either alone or as part of a group, (a) to acquire additional Shares in the Company; (b) to dispose of all or a portion of the Shares owned by them; or (c) to take any other available course of action, including entering into discussions with other shareholders of the Company, which could involve one or more of the types of transactions or have one or more of the results specified in Items 4(a) through (j) of Schedule 13D. Notwithstanding anything herein, Indian Hotels and Samsara specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as the specific elements thereof), Indian Hotels and Samsara expect that they would take into consideration a variety of factors, including, but not limited to, general economic, market and industry conditions, and financial and stock market conditions, including the market price of the Shares, and other business opportunities available to Indian Hotels.

Item 7. Material to Be Filed as Exhibits.

Exhibit No.	Description
A	Joint Filing Agreement, dated September 17, 2007, between The Indian Hotels Company Limited and Samsara Properties Limited
E	Letter, dated December 19, 2007, from The Indian Hotels Company Limited to Mr. Paul M. White, President & CEO, Orient-Express Hotels Ltd.

Page 4 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:
December 19, 2007	THE INDIAN HOTELS COMPANY LIMITED
	/s/ Anil P. Goel
	Signature
	Anil P. Goel / Chief Financial Officer
	Name / Title

SAMSARA PROPERTIES LIMITED

/s/ Chetan Shah

Signature

Chetan Shah / Director

Name / Title

Page 5 of 7

EXHIBIT INDEX

Exhibit No.	Description
A	Joint Filing Agreement, dated September 17, 2007, between The Indian Hotels Company Limited and Samsara Properties Limited
E	Letter, dated December 19, 2007, from The Indian Hotels Company Limited to Mr. Paul M. White, President & CEO, Orient-Express Hotels Ltd.

Page 6 of 6

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated September 17, 2007, with respect to the Class A common shares, par value $0.01 per share, of Orient-Express Hotels Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17^th day of September, 2007.

THE INDIAN HOTELS COMPANY LIMITED
By:	/s/ Anil P. Goel
	Name:	Anil P. Goel
	Title:	Chief Financial Officer

SAMSARA PROPERTIES LIMITED
By:	/s/ Chetan Shah
	Name:	Chetan Shah
	Title:	Director

EX-99.E

December 19, 2007

Mr. Paul M. White

President & CEO

Orient-Express Hotels, Trains & Cruises

20, Upper Ground

London SE1 9PF

U.K.

Dear Mr. White,

Having received and carefully read your letter dated December 10, 2007, my initial reaction was one of surprise. I could only infer from the language and tone of the letter, which was highly misinformed and unduly aggressive, that it could not have been written by a senior member of OEH’s management team and supported by the company’s Board. I thought perhaps it was written on your behalf by an over-zealous advisor and released before it was properly vetted by your office.

However, as time passed and your team commented publicly about the letter and its contents, it became clear to me that this letter was indeed written with your full consent. This was extremely distressing to me, as Indian Hotels (“IHCL” or “Taj Hotels”) found the letter to be pejorative, inaccurate and libelous.

The purpose of this letter is not to pursue a dialogue directly with you but instead to set the record straight on our intentions in approaching your company. Additionally, given that Taj Hotels has earned a reputation as one of the world’s most trusted brands in hospitality, I feel compelled to correct the misinformation that has been circulating in the news media as a result of your letter.

The following paragraphs set forth our response and clarifications about many of the points raised, both overtly and implicitly, in your letter.

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1.          Taj Hotels lacked a specific proposal on the table and had a hidden agenda in engaging with OEH

We wrote to you on November 14^th with specific proposals to address your frequent statements to research analysts and your public shareholders that Taj Hotels had made no concrete proposals. We did precisely that and proposed a meeting at the Board level only to explore the identified opportunities for working together. Any responsible company would have engaged in a conversation with its single largest shareholder, which we are.

Taj Hotels acquired a 10% stake in OEH in September 2007 and subsequently increased its holding to 11.5%. We acquired this stake only to have a serious and credible foundation for discussions with your Board. We believed that our actions would be received as more credible and in the spirit of true partnership if we came to the table with a significant economic interest.

Taj Hotels invested a considerable amount of time and resources based upon our belief that working together would yield better value for both organizations. We acted in the mistaken belief that your Board recognized its fiduciary duties and would act in a responsible manner to begin a dialogue with us.

2.          Taj Hotels is ultimately interested in a merger with and dissolving of the OEH brand

Taj Hotels never sought to compromise the independence of OEH. At a meeting with you on October 12^th, 2007, and in letters addressed to OEH, Taj Hotels identified key areas for discussion, such as developing joint sales and marketing plans, strategic combined materials sourcing, interactive Human Resource initiatives, and a powerful combined IT architecture, all of which would have provided our two organizations competitive advantages in an increasingly globalized world. In these discussions, Taj Hotels never suggested a merger.

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3.          Taj Hotels seeks to “improve the performance of its non-Indian properties” and an association with Taj Hotels represents “reduction in the value of [OEH’s] brands”

You have claimed that Taj Hotels had sought to obtain OEH’s inputs to improve the performance of our international properties. We certaintly did not need any of that.  Had you and your Board taken the time to review the facts about our business and our proposal, you would have seen that this is not the case. Taj Hotels, both in India and globally, has a strong and growing mix of properties that cater to the high end luxury traveler, as well as to the corporate traveler, around the world. OEH is currently catering primarily to the leisure traveler and is significantly unrepresented in key segments of the emerging global hospitality industry.

You have recently proposed filling in the gaps in your own network by building a hotel in New York, where you have been absent for decades, as well as London. Our proposal sought to leverage our existing properties in these markets - a move that would have likely been received favorably by OEH shareholders.

One way to gauge the premier status of a business or brand is by looking at how much customers will spend to be associated with the brand and the performance of the underlying business and management team. OEH lacks a presence in major metropolitan markets, which makes an apples-to-apples comparison difficult. However, in reviewing the publicly available data for our respective North American properties, it is worth noting that OEH’s average room rates are meaningfully below those of our properties, as outlined in the table below.

Quarter ended 30th Sept. 2007

		IHCL North America	OEH North America
Hotel Rooms Available	Nos	583	597
Occupancy	%	72%	62%
ADR	US$	383	302

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Also, it is worthwhile noting that, as per the latest financial statements, IHCL’s trailing 12 month EBITDA margin was approximately 15% higher than that of OEH.

		US$ / million
	IHCL	Orient-Express Hotels
Last 12 months ended	September 30, 2007	September 30, 2007
Revenue	446.6	575.3
EBITDA	181.8	148.9
EBITDA margin %	40.7%	25.9%
Source : IHCL public filings; OEH public filings

4. Taj Hotels’ “approach to branding ... is contrary to [OEH’s] approach”

OEH states that the strategy of Taj Hotels is inconsistent with OEH’s plan of developing individual hotel brands. However, here too you are mistaken. You mention in your letter that, as a company policy, Taj Hotels seeks to re-brand all acquired hotels “Taj.” That is inaccurate. The Pierre, the iconic hotel in New York, was not re-branded after Taj Hotels took control. Similarly, the Campton Place Hotel in San Francisco was not re-branded. The Ritz-Carlton in Boston had to be re-branded as that acquisition excluded brand rights.. The fundamental strategic intent of Taj Hotels was to forge a multidimensional alliance to create new value for the stakeholders of both the companies, a vision that we sincerely wanted to share with OEH.

5. OEH has ignored the interests of its Class ‘A’ shareholders  

It is our firm belief that OEH has an entrenched board and management that does not meet the needs of its shareholder base, nor respect the most basic tenets of corporate governance. As an example Taj Hotels and Dubai Holdings, the two largest public shareholders of OEH, have been unable to enter into any meaningful dialogue with the OEH Board. Furthermore, despite a governance structure severely limiting shareholder

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participation, OEH has seen fit to amend its “poison pill” to further solidify the position of its Board and management to the detriment of public shareholders.

It is noteworthy that OEH began actively engaging its shareholders only after Taj Hotels acquired a significant stake in the company. Interestingly enough, several shareholders representing a substantial number of Class ‘A’ shares continue to reach out to Taj Hotels through telephone calls, e-mails and approaches for meetings. To date, Taj Hotels has honorably declined their advances.

6. Disturbing overtones in OEH’s actions  

You also sought to escalate the issue by ensuring a wide publication of your letter, which although marked “strictly confidential,” was filed with the SEC, issued to the general public through a press release and posted on your global web site. We can only infer from these actions that your aim was to ensure that as many people as possible saw your carefully chosen and libelous language.

What does Taj Hotels want?

We ask that OEH publish a formal apology to Taj Hotels using the same channels that OEH used to publicize its letter to Taj Hotels, including posting the apology on its global web site.

We expect these actions to take place immediately.

Taj Hotels is a proud Indian company, and it will persevere with its global expansion strategy. Indian companies will continue to play a meaningful role in the ongoing global economic integration and in that environment will take their rightful place in the international arena. Enterprises and individuals must recognize and adapt to these fundamental economic changes. We believe that those with a fossilized frame of mind risk being marginalized.

Yours sincerely,

(R.K. Krishna Kumar)

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