FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~May~~August 2006

Commission File No. 001-04226

KERZNER INTERNATIONAL LIMITED

(Translation of Registrant’s Name into English)

Coral Towers, Paradise Island, The Bahamas

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _________

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to

Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

No X

If “yes” is marked, indicate below this file number assigned to the registrant in connection with Rule 12g-3-2(b): _________

This Current Report on Form 6-K is incorporated by reference into (i) the Registration Statement on Form F-3/A filed on August 23, 2004, File No. 333-117110, (ii) the Registration Statement on Form F-3 filed on May 23, 2002, File No. 333-88854, (iii) Form S-8 filed on December 10, 2004, File No. 333-121164, (iv) Form S-8 filed on October 11, 2002, File No. 333-100522, (v) Form S-8 filed on December 7, 2000, File No. 333-51446 and (vi) Form S-8 filed on December 17, 1996, File No. 333-1540.

~~PROPOSED~~(A) ~~MERGER~~ Earnings ~~AND RELATED TRANSACTIONS~~Release

~~On May 1, 2006,~~ Kerzner International Limited (~~the~~"Kerzner ~~“Company”~~International") ~~and an investor group which~~ is ~~being~~hereby ~~led~~furnishing ~~by the Company’s Chairman, Sol Kerzner and~~ its ~~Chief Executive~~ ~~Officer,~~ second quarter ~~Butch~~2006 ~~Kerzner,~~earnings ~~issued a press~~ release, ~~announcing that they have amended the definitive agreement under~~ which ~~the~~is ~~Company~~attached ~~will~~hereto beas ~~acquired~~Exhibit ~~by the investor group to increase the price per ordinary share from $76~~99.001 ~~to $81.00 in cash. As a~~and ~~result,~~ incorporated ~~the~~herein ~~Company~~by ~~announced that it had agreed to terminate its solicitation of superior proposals announced on March 20, 2006~~reference. ~~The Company also announced that the transaction cannot be terminated prior to a stockholder vote without the consent of the investor group.~~

~~The investor group also includes Istithmar PJSC~~ (~~“Istithmar”~~B)~~, which is a~~ ~~significant~~ Merger ~~shareholder~~Litigation of the Company, Whitehall Street Global Real Estate Limited Partnership 2005, Colony Capital, LLC, Providence Equity Partners, Inc. and The Related Companies, L.P., which is affiliated with one of the Company’s Directors. The press release is attached as exhibit 99.1.Update

~~Under~~On ~~the~~ March ~~amended and restated agreement and plan of merger (the “Merger Agreement”) with K-Two Holdco Limited~~ 23, ~~a Bahamian international business company (“Parent”)~~2006, ~~and K-Two SubCo Limited,~~ a ~~Bahamian~~purported ~~international~~class ~~business~~action ~~company~~complaint ~~and~~naming ~~wholly-owned subsidiary~~us ~~of Parent (“Merger Sub”), Merger Sub will merge with~~ and ~~into~~our ~~the~~board of ~~Company~~ directors ~~(the~~as ~~“Merger”),~~defendants ~~with~~was ~~the~~filed ~~Company~~in as the ~~surviving~~Superior ~~corporation.~~Court Atof ~~the effective~~State ~~time~~ of ~~the Merger~~California, County ~~each outstanding ordinary share~~ of ~~the~~Los ~~Company (other~~Angeles ~~than~~by ~~shares~~Mr. ~~held~~Joseph ~~in treasury or owned by Parent~~Piechura, ~~Merger~~individually ~~Sub~~and oron ~~any~~behalf ~~wholly-owned~~ of other ~~subsidiary~~shareholders of ~~the~~Kerzner ~~Company~~International. ~~that~~The ~~will~~complaint bealleges, ~~canceled and by holders~~among ~~who~~ other ~~vote~~ things, ~~against~~that ~~the~~our ~~Merger~~board ~~and~~of ~~properly~~directors ~~elect~~breached totheir ~~exercise~~fiduciary ~~dissenters’~~duties ~~rights~~of ~~under~~care, ~~Bahamian~~ loyalty, ~~law~~candor and ~~restricted~~independence ~~stock~~to ~~held~~our byshareholders ~~employees~~in ~~who~~connection ~~are~~with ~~not directors)~~entry ~~will be converted~~ into the ~~right~~merger toagreement ~~receive~~with, ~~U.S.~~inter ~~$81.00~~alia, inK-2 ~~cash~~Holdco Limited. ~~Restricted~~On ~~stock~~August ~~held~~ 23, 2006, bythe ~~employees~~parties ~~who~~entered ~~are~~into ~~not~~a ~~directors~~Settlement ~~will~~Agreement be(attached ~~converted~~hereto ~~into~~as Exhibit ~~the~~99.2 ~~right~~and ~~to receive~~incorporated ~~the~~herein ~~merger~~by ~~consideration~~reference) ~~after~~which ~~closing~~is subject to ~~satisfaction of~~court ~~forfeiture conditions~~ approval.

The transaction is expected to close in mid-2006 and is subject to certain terms and conditions customary for transactions of this type, including the receipt of financing and regulatory approvals. The transaction also requires approval of the Merger Agreement by the Company's shareholders. The Kerzners and Istithmar, which together own approximately 24% of the Company's ordinary shares, have agreed to vote in favor of the transaction pursuant to a voting agreement entered into with the Company concurrently with the Merger Agreement (the “Voting Agreement”). Upon completion of the transaction, the Company will become a privately held company and its common stock will no longer be traded on The New York Stock Exchange.

The Merger Agreement contains certain termination rights for the Company and Parent and Merger Sub and further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay a break-up fee of 3% of the equity value of the transaction (approximately $95 million).

The foregoing descriptions of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to the full text of the Merger Agreement and the Voting Agreement, copies of which are attached hereto as exhibits 2.1 and 10.1.

* * *

ADDITIONAL INFORMATION

In connection with the proposed transaction, the Company will prepare and mail a proxy statement to its shareholders. In addition, certain participants in the proposed transaction will prepare and mail to the Company’s shareholders a Schedule 13E-3 transaction statement. These documents will be filed with or furnished to the SEC. Shareholders are urged to read these materials and other material filed with or furnished to the SEC carefully when they become available, as they will contain important information about the Company, the proposed transaction and related matters. In addition to receiving the proxy statement and Schedule 13E3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed transaction and related matters, without charge, from the SEC's website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:

Kerzner International Limited

Coral Towers

Paradise Island, The Bahamas,

+1.242.363.6018

This information will also be available at the Company’s website at www.kerzner.com.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	~~May~~August 124, 2006	KERZNER INTERNATIONAL LIMITED
		By:	/s/ Richard M. Levine
		Name:	Richard M. Levine
		Title:	Executive Vice President &
			General Counsel

EXHIBIT LIST

Exhibit	Description
2.1	Amended and Restated Agreement and Plan of Merger, dated as of April 30, 2006, among Kerzner International Limited, K-Two Holdco Limited and K-Two SubCo Limited.
99.1	Q2 2006 Earnings Release
10.1	Voting Agreement, dated as of April 30, 2006, among Kerzner International Limited, Mr. Solomon Kerzner, Mr. Howard Kerzner, World Leisure Group Limited and Istithmar PJSC.
99.2	Settlement Agreement
99.1	Press Release on May 1, 2006 — Kerzner Amends Agreement For Sale To Investor Group, Ends Auction.

Filing Compare · KERZNER INTERNATIONAL LTD