- Report of Foreign Issuer (6-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2008

Commission File Number: 001-16245

W.P. STEWART & CO., LTD.

(Translation of Registrant’s Name Into English)

Trinity Hall

43 Cedar Avenue

P.O. Box HM 2905

Hamilton, HM LX

Bermuda

(Address of Principal Executive Offices)

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   o

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   o

No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.

 

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W.P. STEWART & CO., LTD.

Form 6-K:

Table of Contents

1.	Exhibit 99.1 – Press release dated October 23, 2008

2.	Exhibit 99.2 – Board of Directors Letter, Proxy Notice and Proxy Statement dated October 17, 2008

 

 

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EXHIBITS

See Press Release dated October 23, 2008 announcing the Company’s notification of non-compliance from NYSE and the upcoming Annual General Meeting, attached hereto as Exhibit 99.1.

See the Company’s Board of Directors Letter, Proxy Notice and Proxy Statement all of which were sent to its Shareholders beginning on October 17, 2008, attached hereto as Exhibit 99.2.

 

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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.

W.P. STEWART & CO., LTD.

Date: October 24, 2008

By:        /s/ Rocco Macri

Name:

Rocco Macri

Title:

Managing Director -

Chief Operating Officer