CUSIP No.  G67743107
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                                                                                        (a) x (See Instructions)                                                                                                                                                  (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
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   -0-
		8	Shared Voting Power   945,344
		9	Sole Dispositive Power   -0-
		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)   1.9%
14	Type of Reporting Person (See Instructions)   OO

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Item 1.		Security and the Issuer
		This Amendment No. 10 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, by Amendment No. 2 to the Schedule 13D filed on June 3, 2008, by Amendment No. 3 to the Schedule 13D filed on August 4, 2008, by Amendment No. 4 to the Schedule 13D filed on August 25, 2008, by Amendment No. 5 to the Schedule 13D filed on September 25, 2008, by Amendment No. 6 to the Schedule 13D filed on October 3, 2008, by Amendment No. 7 to the Schedule 13D filed on October 7, 2008, by Amendment No. 8 to the Schedule 13D filed on October 15, 2008, and by Amendment No. 9 to the Schedule 13D filed on November 24, 2008 (as amended, the “Schedule 13D”), relating to the shares of Class A Common Stock, $0.01 par value per share (the “Class A 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 supplemented, with effect from the date of the event giving rise to this Amendment, as follows:
		On January 12, 2009, Valence, Oculus, and CR Intrinsic Investments filed a petition in the Supreme Court of Bermuda (the “Petition”) against the Issuer, the Issuer’s subsidiary Orient-Express Holdings 1 Ltd. (“OEH 1”) and the members of the Board alleging, among other things, that the Issuer’s current ownership and voting structure is unlawful under Bermuda law, and that the Board exercised its fiduciary powers for an improper purpose in causing or procuring OEH 1 to acquire, hold, and/or vote Class B Shares of the Issuer (the “Class B Shares”).  The Petition requested, among other things, that the court issue orders (i) providing for the classification of the Class B Shares as non-voting treasury shares pursuant to Bermuda law, (ii) providing for the cancellation of the Class B Shares, (iii) restraining OEH 1 from exercising voting rights with respect to the Class B Shares, and/or (iv) providing such other relief as the court may deem proper.

 

 

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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.

 

 

  

 

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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:  January 14, 2009

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