8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        DATE OF REPORT: FEBRUARY 13, 2002
                        ---------------------------------
                        (Date of earliest event reported)



                             OVERSEAS PARTNERS LTD.
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             (Exact name of registrant as specified in its charter)


Islands of Bermuda                      0-11538                      N/A
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(State or other jurisdiction of    (Commission file           (I.R.S. Employer
incorporation or organization)          Number)              Identification No.)


         Cumberland House, One Victoria Street, Hamilton HM 11, Bermuda
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               (Address of principal executive offices) (Zip Code)


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


                                 Not Applicable
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Former name, former address and former fiscal year, if changed since last report



ITEM 5 - OTHER EVENTS

On February 13, 2002 Overseas Partners Ltd. ("OPL") issued a Letter to
Shareholders and Press Release describing the decisions made by the OPL Board of
Directors to stop writing new reinsurance business in Bermuda, find a buyer for
OPUS Re, and begin running off OPL's reinsurance reserves. The information
contained in the Letter to Shareholders and Press Release, which are attached as
an Exhibit to this report, is incorporated herein by reference.

ITEM 7 - FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

The Registrant is filing herewith the Letter to Shareholders and Press Release
listed as Exhibit 99.



                                   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, hereunto duly authorized.

Date: February 13, 2002                    OVERSEAS PARTNERS LTD.
      -------------------                  -----------------------
                                           (Registrant)



                                           By: /s/ Mary R. Hennessy
                                           -------------------------------------
                                           Mary R. Hennessy
                                           President and Chief Executive Officer





                                  EXHIBIT INDEX

99         Letter to Shareholders and Press Release,  Filed herewith.
           Dated February 13, 2002

EX-99

                                                                      EXHIBIT 99



February 13, 2002

Dear Shareholder,

Please see the attached press release which describes the decision made by OPL's
Board of Directors to stop writing new reinsurance business in Bermuda, find a
buyer for OPUS Re, and begin running off its reinsurance reserves. As described
in the release, this decision recognized the desire of many of our shareholders
to have greater liquidity for their investment in OPL. The Board and its
advisors are considering means to provide shareholders both near term and longer
term liquidity, and will provide further communications as soon as possible.
However, due to the regulated nature of the reinsurance business and other
business reasons, including current market conditions and the structure of OPL's
remaining real estate portfolio, it could take many years to complete the runoff
of OPL's businesses and fully return share capital.

At its most recent Board meeting, the Board of Directors reviewed the various
factors that affect the price of the Company's Common Stock. These factors
include past and current earnings and cash flow, the present value of discounted
projected future earnings and cash flow, the stock price, earnings and book
value of comparable companies, industry considerations, liquidity, as well as
opinions furnished by investment counselors, acting as independent appraisers.
Based on that review, the Board determined that the fair value price per share
would be $11.07 (book value at December 31, 2001), effective February 13th,
2002.

The Board also determined that no dividend would be paid at this time.

Sincerely,


Robert J. Clanin
Chairman of the Board



OPL Press Release

Hamilton, Bermuda (February 13, 2002) - OPL Announces Changes in Reinsurance
Operations and Plan for Orderly Runoff

Following several reviews of strategic alternatives available to the company,
and consultation with outside advisors, the Board of Directors of Overseas
Partners Ltd. ("OPL") today announced its decision to restructure OPL and cause
most of its operations to begin an orderly runoff. Specifically, OPL will
discontinue writing new business in Bermuda immediately, and put its Bermuda
operations (OP Re, OPAL, and OPFinite business) into runoff. In that regard, the
company is in discussions with parties potentially interested in hiring the
Bermuda finite and accident & health underwriting teams. The Company has also
entered in to an agreement with Renaissance Reinsurance Ltd. whereby Renaissance
will assume the policies of OPCat, thereby assuring continuity of coverage for
our clients.

Overseas Partners US Reinsurance Company ("OPUS Re") will continue its
reinsurance operations; discussions between OPL and companies potentially
interested in buying OPUS Re are in process.

OPL has approximately $1.3 billion in capital today, with a strong balance
sheet, loss reserves independently reviewed and approved by two outside
actuarial/consulting firms, and significant operating strength in terms of
employees, customer and broker relationships. Following its strategic
alternative reviews, the Board has concluded that despite its management and
reserve strengths, OPL's current capital structure will not allow it to continue
to grow and compete effectively in today's reinsurance market. In addition, the
Board is mindful of the desire of many of OPL's 98,000 shareholders to have
greater liquidity for their investment in OPL, for which there is no trading
market and no present prospect of such a market. The capital requirements for
OPL's business have constrained its ability to offer regular redemption of
shares to its shareholders for several years.

Robert Clanin, Chairman of the Board of OPL said, "We are indebted to the
management and the employees of OPL for the fine job they have done in
transforming the Company's operations over the past two years. Many respected
reinsurance professionals joined OPL to help build value for shareholders. This
decision to stop writing business was very difficult given the fine job that
they have done to begin rebuilding OPL. OPL's management team is committed to
assuring appropriate transitions for existing clients and in helping to secure
employment for our affected employees."

Further background information on OPL's history and operations can be found on
the Company's website www.overseaspartners.com.
                          ---------------------



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
Securities and Exchange Commission 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," "goal," "plan,"
"intend," "estimate," "may" and "will" or similar words. These forward-looking
statements relate to our plans and objectives for future operations and our
policy on future dividends.


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:


o    the uncertainties of the reserving process
o    the uncertainties surrounding the estimates of losses incurred as a result
     of the terrorist attacks on the World Trade Center and the related events
     of September 11, 2001
o    our ability to collect reinsurance recoverables, particularly given the
     increased credit risk following the terrorist attacks on the World Trade
     Center and the related events of September 11, 2001
o    the impact on our ability to sell our remaining real estate assets
     following the terrorist
     attacks on the World Trade Center and the related events of September 11,
     2001
o    our ability to sell OPUS Re
o    the occurrence of catastrophic events with a frequency or severity
     exceeding our estimates
o    loss of the services of any of the Company's executive officers
o    uncertainties relating to government and regulatory policies
     (such as subjecting us to taxation in certain jurisdictions)
o    losses due to interest rate fluctuations
o    volatility in global financial markets which could affect our investment
     portfolio
o    the resolution of any pending or future tax assessments by the
     IRS against us
o    the resolution of other pending litigation

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