SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )

Orient-Express Hotels Ltd.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class Securities)

G67743107

(CUSIP Number)

D. E. Shaw & Co., L.P.
Attn: Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Andrew Dietderich, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

August 4, 2008

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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, as amended (the “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).

CUSIP No. G67743107  Page 2  of  9    Pages

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION D. E. Shaw Valence Portfolios, L.L.C. FEIN 13-4046559
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,273,300
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			2,273,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,273,300
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. G67743107  Page 3  of  9    Pages

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION D. E. Shaw Oculus Portfolios, L.L.C. FEIN 20-0805088
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			945,344
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			945,344
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	945,344
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. G67743107  Page 4  of  9    Pages

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION D. E. Shaw & Co., L.L.C. FEIN 13-3799946
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			945,378
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			945,378
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	945,378
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. G67743107  Page 5  of  9    Pages

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION D. E. Shaw & Co., L.P. FEIN 13-3695715
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,218,678
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			3,218,678
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,218,678
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

CUSIP No. G67743107  Page 6  of  9    Pages

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION David E. Shaw
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,218,678
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			3,218,678
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,218,678
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1. Security and the Issuer

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed by D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company (“Valence”), D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (“Oculus”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. Shaw,” and together with Valence, Oculus, DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”) on February 13, 2008 with the Securities Exchange Commission (the “SEC”) and amended by Amendment No. 1 to the Schedule 13D filed on May 27, 2008 and by Amendment No. 2 to the Schedule 13D filed on June 3, 2008 (as amended, the “Schedule 13D”), relating to the shares of Class A Common Stock, $0.01 par value per share (the “Common Shares”), of Orient-Express Hotels Ltd. (the “Issuer”). The principal executive offices of the Issuer are located at 22 Victoria Street, P.O. Box HM 1179, Hamilton HMEX, Bermuda. Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Amendment, as follows:

Valence and Oculus made the purchases noted in Item 3 above for investment purposes. Valence and Oculus will review their investments in the Common Shares from time to time and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Shares or other securities related to the Issuer, and other general market and investment conditions, Valence and Oculus may determine to:

• acquire additional Common Shares through open market purchases or otherwise;

• sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to the Common Shares through the open market or otherwise; or

• otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Issuer.

Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.

As part of Valence’s and Oculus’ ongoing review of their investments in the Common Shares, Valence and Oculus will from time to time hold talks or discussions with, write letters to and respond to inquiries from various parties, including, without limitation, the Issuer’s Board of Directors, management or representatives, other shareholders, and other persons or entities, regarding the Issuer’s affairs and strategic alternatives.

Without limiting the generality of the foregoing, Valence has sent a letter to the Chairman of the Board of the Issuer, dated February 13, 2008 (the “Issuer Letter”), expressing certain concerns with respect to the Company’s corporate governance structure, including the rights of the Company’s Super Voting Class B shares and whether owners of the Company’s Class A shares will have the opportunity to hold a definitive and binding vote regarding a merger or sale of the Company should a proposal be made. Valence and Oculus believe that the lack of clarity on these points may (i) hinder interested parties from making such a proposal and (ii) create an unnecessary and significant valuation discount.

The Reporting Persons attached the Issuer Letter as Exhibit 4 to the Schedule 13D filed on February 13, 2008.

Based on the above-referenced Issuer Letter and other discussions or inquiries that Valence and Oculus may undertake from time to time, and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Shares or other securities related to the Issuer, and other general market investment conditions, Valence and Oculus may determine to pursue various strategic alternatives in respect of their investments in the Issuer. Such actions may include, without limitation, direct or indirect participation in the following:

• forming and conducting potential strategic developments and plans related to the Issuer;

• seeking representation on the Board of Directors of the Issuer;

• seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, exchange offer, or otherwise;

• restructuring and effecting other significant transactions with respect to the Issuer;

• participating in a “going-private” transaction;

• calling a special meeting of the Issuer’s shareholders;

• taking any other actions that could have the purpose or effect of directly or indirectly changing or influencing control of the Issuer; or

• providing financing for any of the foregoing.

Such transactions may take place at any time and without prior notice. There can be no assurance, however, that the possible courses of action expressed in the immediately preceding sentence will be pursued or, if pursued, will be consummated by Valence, Oculus, or any other Reporting Person.

As of June 2, 2008, Valence and Oculus entered into an agreement (the “Letter Agreement”) with CR Intrinsic Investments LLC (“CR Intrinsic Investments”) pursuant to which, among other representations, warranties and covenants, each of them agreed, on its own behalf and on behalf of certain affiliates, to: (1) share information with respect to their respective acquisitions of shares of Common Stock; (2) restrict certain acquisitions and dispositions of shares of Common Stock; (3) consult with each other prior to making any public statements relating to the Issuer; and (4) potentially share certain expenses incurred in connection with the transactions contemplated by the Letter Agreement, in each case during the term of the Letter Agreement.

The Reporting Persons attached the Letter Agreement as Exhibit 3 to Amendment No. 2 to the Schedule 13D filed on June 3, 2008.

The Reporting Persons and CR Intrinsic Investments may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) and the Reporting Persons are therefore including in Item 5 below information with respect to CR Intrinsic Investments which the Reporting Persons know or have reason to know.

On July 24, 2008, Valence, Oculus, and CR Intrinsic Investments sent a letter to the Issuer’s Board of Directors (the “July 24 Letter”) to re-assert the objections to the Issuer’s corporate governance structure that were raised by Valence and Oculus at the most recent annual general meeting of the Issuer. The July 24 Letter also stated that Valence, Oculus, and CR Intrinsic Investments believe that the Issuer’s oppressive and untenable voting structure has created a significant and material overhang on the price of the Common Shares. The Reporting Persons have attached the July 24 Letter to this Schedule 13D as Exhibit 3.

On August 1, 2008, Valence, Oculus, and CR Intrinsic Investments received a letter from Paul M. White, President and CEO of the Issuer (the “August 1 Letter”), responding to the July 24 Letter. The Reporting Persons have attached the August 1 Letter to this Schedule 13D as Exhibit 4.

On August 4, 2008, Valence, Oculus, and CR Intrinsic Investments sent a letter to the Issuer’s Board of Directors (the “August 4 Letter”) expressing the Reporting Persons’ intent to deliver a requisition to the Issuer calling for a special shareholders meeting to give the holders of the Common Shares the opportunity to express their views on whether the Issuer’s current governance structure should be revised. The Reporting Persons have attached the August 4 Letter to this Schedule 13D as Exhibit 5.

Item 5. Interest in Securities of the Issuer

The last three paragraphs of Item 5 of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

The Reporting Persons include the following information with respect to CR Intrinsic Investments, CR Intrinsic Investors LLC (“CR Intrinsic Investors”), and Steven A. Cohen (“Steven A. Cohen” and, together with CR Intrinsic Investors and CR Intrinsic Investments, collectively, the “CR Intrinsic Reporting Persons”); these disclosures are made on information and belief after making inquiry to the appropriate party:

          (a) As of the close of business on July 31, 2008, the CR Intrinsic Reporting Persons beneficially owned an aggregate of 2,760,000 shares of Common Stock, representing approximately 6.5% of the shares of Common Stock outstanding. The percentages used herein are based upon 42,459,500 shares of Common Stock reported to be outstanding as of April 30, 2008, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2008. CR Intrinsic Investors and Steven A. Cohen own directly no shares of Common Stock. Pursuant to an investment management agreement, CR Intrinsic Investors holds all investment and voting power with respect to securities held by CR Intrinsic Investments. Steven A. Cohen, through one or more intermediary holding companies, controls CR Intrinsic Investments. By reason of the provisions of Rule 13d-3 of the Act, as amended, each of

CR Intrinsic Investors and Steven A. Cohen may be deemed to own beneficially 2,760,000 shares of Common Stock (constituting approximately 6.5% of the shares of Common Stock outstanding). Each of CR Intrinsic Investors and Steven A. Cohen disclaim beneficial ownership of any of the securities covered by this Schedule 13D.

As of the close of business on July 31, 2008, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons and the CR Intrinsic Reporting Persons is 5,978,678 shares of Common Stock, representing approximately 14.1% of the shares of Common Stock outstanding.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 3	Letter to the Issuer’s Board of Directors from Valence, Oculus, and CR Intrinsic Investments, dated July 24, 2008.
Exhibit 4	Letter from Paul M. White, President and CEO of the Issuer, dated August 1, 2008.
Exhibit 5	Letter to the Issuer’s Board of Directors from Valence, Oculus, and CR Intrinsic Investments, dated August 4, 2008.

SIGNATURE

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

Dated: August 4, 2008

D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By:  D. E. SHAW & CO., L.P., as Managing Member
By:	/s/ Rochelle Elias
	Name:	Rochelle Elias
	Title:	Chief Compliance Officer
D. E. SHAW OCULUS PORTFOLIOS, L.L.C. By:  D. E. SHAW & CO., L.L.C., as Managing Member
By:	/s/ Rochelle Elias
	Name:	Rochelle Elias
	Title:	Chief Compliance Officer
D. E. SHAW & CO., L.L.C.
By:	/s/ Rochelle Elias
	Name:	Rochelle Elias
	Title:	Chief Compliance Officer
D. E. SHAW & CO., L.P.
By:	/s/ Rochelle Elias
	Name:	Rochelle Elias
	Title:	Chief Compliance Officer
DAVID E. SHAW
By:	/s/ Rochelle Elias
	Name:	Rochelle Elias
	Title:	Attorney-in-Fact for David E. Shaw

EX-99.1

Exhibit 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute, and appoint each of:

          Anne Dinning,

          Rochelle Elias,

          Julius Gaudio,

          John Liftin,

          Louis Salkind,

          Stuart Steckler,

          Maximilian Stone, and

          Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
 

/s/ David E. Shaw  

New York, New York 

EX-99.2

Exhibit 2

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute, and appoint each of:

          Anne Dinning,

          Rochelle Elias,

          Julius Gaudio,

          John Liftin,

          Louis Salkind,

          Stuart Steckler,

          Maximilian Stone, and

          Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: October 24, 2007

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
 

/s/ David E. Shaw  

New York, New York 

EX-99.3

Exhibit 3

JULY 24 LETTER

July 24, 2008

Board of Directors
Orient-Express Hotels Ltd.
22 Victoria Street
Hamilton HM 1179, Bermuda, BMU

Ladies and Gentlemen,

We are writing to re-assert the objections to the Company’s corporate governance structure that were raised by D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. (collectively, including their affiliates, the “D. E. Shaw group”) at the most recent Annual General Meeting (the “AGM”) of Orient-Express Hotels, Ltd. (the “Company”). As the D. E. Shaw group’s representative stated at the AGM, these objections were endorsed by CR Intrinsic Investments, LLC (“CR Intrinsic” and, together with the D. E. Shaw group, “we,” “us” or “our”). The D. E. Shaw group and CR Intrinsic beneficially own approximately 14% of the Company’s Class A common shares.

Since October 18, 2007, the Company’s Class A common shares have fallen in value by 47%. We are particularly concerned that, as members of the Company’s Board of Directors (the “Board”) you continue to support a corporate governance structure that immunizes yourselves and management from being answerable to the Company’s shareholders. In any other Bermuda company, shareholders can influence management through their ability to vote for directors and ultimately hold the Board accountable for the Company’s stock performance. In the case of the Company, however, the Board has chosen to continually reaffirm a governance structure that prevents the Company’s owners from having any meaningful say in the Board’s composition. We find it regrettable that the Board and its members have chosen to utilize this flawed structure to perpetuate their positions of authority and privilege at the expense of those with actual economic interests in the Company.

While the Company has officially taken the position — including in public filings with the U.S. Securities and Exchange Commission (the “SEC”) — that the Company’s governance structure is sanctioned by Bermuda law, we have been advised by our Bermuda counsel that the Company’s governance structure would not withstand scrutiny by a Bermuda court. Our Bermuda counsel is of the view that the Company’s Class B shares were not lawfully acquired and cannot legally be held and voted by a wholly-owned subsidiary of the Company.

Such a conclusion follows from a number of considerations.

To the extent that the ownership structure of the Company is purportedly justified by the case of Stena vs. Sea Containers, our Bermuda counsel believes that the case’s holding is unsustainable and is, in any event, inapposite to the Company’s case. This is principally because the share structure of the Company appears to have been set up and financed for the purpose of giving the Board effective control over the voting power of the Class B shares. As a result, and irrespective of the Sea Containers holding, our Bermuda counsel does not believe the Company’s governance structure would survive a challenge based on common law principles of corporate ownership and §§ 39, 42(A), and 42(B) of the Bermuda Companies Act 1981 (the “Act”). In this regard, it should be noted that, under the definitions of “subsidiary” and “holding company” in §§ 86(1) and (2) of the Act, the Company is both the subsidiary and holding company of OEH Holdings and OEH Holdings is both the subsidiary and holding company of the Company, an ownership structure that is certainly not authorized by or compatible with the Act.

Our Bermuda counsel has also advised us that the Company’s structure is unlawful under the provisions of the Act governing when and how a company may purchase its own shares. At the time the Company facilitated the purchase of its Class B shares by OEH Holdings, §42A(6) of the Act provided that shares purchased by a company “shall be treated as cancelled” and that, in any case, no rights associated with such shares, including voting, could be exercised by such company or its board of directors. The 2006 Amendments to the Act introduced the concept of “treasury shares,” but made it clear that any company holding such shares “shall not exercise any rights in respect of those shares; including any right to attend and vote at meetings.”

Despite self-serving statements in the Company’s SEC filings regarding the enhancement of shareholder value, the real purpose behind the Company’s Class B super-voting structure (and in any event its effect) is to entrench and perpetuate the existing Board and enable it to avoid any accountability to the Company’s Class A shareholders. Our U.S. counsel conducted a review of all Bermuda companies whose shares are publicly-traded in the United States and could not find another company that controls itself through the artifice of its own subsidiary. We are also unaware of any other publicly-traded U.S., U.K. or Caribbean company that owns and controls itself in this manner.

We believe the Company’s oppressive and untenable voting structure has created a significant and material overhang on the price of its Class A common shares. The Company’s stated justification for such a structure also calls into question the accuracy of its filings with the SEC.

As you know, our repeated objections to the Company’s corporate governance structure have thus far gone unanswered. Given the legal uncertainties surrounding that structure, we believe that each member of the Board has a fiduciary duty to consider the substance of our concerns, and we would appreciate the opportunity to address them with you. If you think it useful, our Bermuda counsel would make itself available to the Company’s attorneys to discuss the Company’s corporate governance structure in advance of that meeting.

We would welcome your reply by no later than August 1, 2008. We, of course, reserve all of our rights as shareholders to pursue other available courses of action.

Very truly yours,

D. E. Shaw Oculus Portfolios, L.L.C. By:  D. E. Shaw & Co., L.L.C., as Managing Member
By:	/s/ David Gibson
	David Gibson
	Authorized Signatory
D. E. Shaw Valence Portfolios, L.L.C. By:  D. E. Shaw & Co., L.P., as Managing Member
By:	/s/ David Gibson
	David Gibson
	Authorized Signatory
CR Intrinsic Investments, LLC By:  CR Intrinsic Investors, LLC
By:	/s/ Michael Doniger
	Michael Doniger
	Authorized Signatory

EX-99.4

Exhibit 4

AUGUST 1 LETTER

August 1st, 2008

Mr David Gibson
D.E. Shaw Oculus Portfolios, L.L.C.
D.E. Shaw Valence Portfolios, L.L.C.
120 West 45th Street
Floor 39, Tower 45
New York, NY 10036
USA

Mr Michael Doniger
CR Intrinsic Investments, L.L.C.
Box 174
Mitchell House
The Valley
Anguilla,
British West Indies

Gentlemen:

As President and CEO of Orient-Express Hotels Ltd., I write in response to your letter of July 24, 2008 addressed to our Board.

The Company strongly disagrees with the suggestion in your letter that the Company’s corporate governance structure is not permissible under Bermuda law. This corporate governance structure has been thoroughly analyzed by the Company’s counsel and the Company is confident that it is valid and proper under Bermuda law. Furthermore, this structure, which has been in place since the Company became a public company in 2000, has been fully described in the Company’s public filings and clearly disclosed to investors considering buying the Company’s shares.

Very truly yours,

/s/ Paul M White  

Paul M White 

President & CEO
Orient-Express Hotels Ltd. 

cc:  J B Hurlock
Chairman
Orient-Express Hotels Ltd.

EX-99.5

Exhibit 5

AUGUST 4 LETTER

August 4, 2008

Board of Directors
Orient-Express Hotels Ltd.
22 Victoria Street
Hamilton HM 1179, Bermuda, BMU

Ladies and Gentlemen,

We are writing to express our disappointment in your response to our letter of July 24, 2008 (the “Letter”). We had hoped that an explanation of the legal foundations underlying our objections to the corporate governance structure of Orient-Express Hotels, Ltd. (the “Company”) would lead to meaningful discussions with the Board. Your apparent disinterest in such a dialogue now forces us to seek alternative methods of holding the Board accountable to the Company’s owners, the holders of its Class A common shares.

As we stated in the Letter, our Bermuda counsel have advised us that the Company’s corporate governance structure is unsustainable under Bermuda law. They believe the Company’s circular ownership structure, in which its wholly-owned subsidiary controls the Company through ownership of all of its super-voting Class B shares, is not authorized by the Bermuda Companies Act (the “Act”) and would not withstand judicial scrutiny. In addition, our counsel have advised us that the manner in which the Company’s subsidiary acquired the Class B shares was unlawful and that the manner in which these shares are held violates the provisions of the Bermuda Companies Act as to the terms upon which a company can hold or control its own shares, in particular the requirement that such shares cannot be voted. We also are advised that, under Bermuda law, an illegal corporate governance structure cannot be cured by disclosure. If this were the case, the essential protections of the Bermuda Companies Act would be meaningless.

There are many public companies with dual-class voting structures, but we are unaware of any other company whose super-voting shares are held by the company itself and not by a third party with an economic interest in the issuer of such super-voting shares. Indeed, we do not believe there is any other company — in Bermuda or elsewhere — with a governance structure that so entrenches its current board of directors and immunizes Board members and management from any accountability to the company’s ultimate owners. Put simply, we have never seen a more unresponsive corporate governance structure.

In light of your unwillingness to confront these issues with us directly, we intend to deliver a requisition to the Company calling for a special shareholders meeting to give the Class A shareholders the opportunity to express their views on whether the Company’s current governance structure should be revised. We believe that, as Board members, you should welcome the opportunity to ascertain the views of the Company’s shareholders on such a fundamental issue. We expect that the Board will not frustrate the convening of such a meeting and will call it at the earliest possible opportunity.

We regret being forced into taking this step. We naturally reserve all of our rights as shareholders to pursue other available courses of action.

Very truly yours,

D. E. Shaw Oculus Portfolios, L.L.C. By:  D. E. Shaw & Co., L.L.C., as Managing Member
By:	/s/ Julius Gaudio
	Julius Gaudio
	Authorized Signatory
D. E. Shaw Valence Portfolios, L.L.C. By:  D. E. Shaw & Co., L.P., as Managing Member
By:	/s/ Julius Gaudio
	Julius Gaudio
	Authorized Signatory
CR Intrinsic Investments, LLC By:  CR Intrinsic Investors, LLC
By:	/s/ Michael Doniger
	Michael Doniger
	Authorized Signatory