Securities Exchange Act of 1934
Sections 13(a) and 15(d)

March 16, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not raise any objection if Overseas Partners discontinues filing annual and quarterly reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and instead, pursuant to its undertaking, Overseas Partners discloses any material events related to its winding up and liquidation in current reports filed on Form 8-K and files a Form 15 when the dissolution is complete.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/overseas031607-13.htm