FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 orOR

15d-16 ~~under~~ UNDER THE ~~the~~SECURITIES ~~securities~~EXCHANGE ~~exchange~~ACT ~~act~~OF of 1934

For the month of ~~July~~ August 2005

KERZNER INTERNATIONAL LIMITED

(Translation of ~~registrant'~~Registrant’s ~~name~~Name into English)

Coral Towers, Paradise Island, The Bahamas

(~~address~~Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Office)

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

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): _________

asIndicate ~~permitted~~ by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(17):~~__________~~ _________

Indicate by check mark ifwhether the registrant isby ~~submitting~~furnishing the information contained in this Form ~~6-K~~is inalso ~~paper~~thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

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): _________

~~the~~This ~~registrant~~ Current inReport ~~connection~~on ~~with~~Form ~~Rule~~6-K ~~12g~~is incorporated by reference into (i) the Registration Statement on Form F-3- filed on July 2, 2004, File No. 333-117110, (bii): ~~___________~~the Registration Statement on Form

~~This~~Page ~~Current~~ 1 ~~Report~~of 5Exhibit onIndex ~~Form 6-K~~ is ~~incorporated~~on bypage ~~reference into~~5

F-3 filed on May 23, 2002, File No. 333-88854, (iiii) ~~the~~ ~~Registration~~Form S-8 ~~Statement~~filed on December 10, 2004, File No. 333-121164, (iv) Form FS-~~3/A~~8 filed on October 11, ~~August~~2002, 23File No. 333-100522, ~~2004~~(v) Form S-8 filed on December 7, 2000, File No. 333-~~117110~~51446 and (vi) Form S-8 filed on December 17, 1996, File No. 333-1540.

~~(ii)~~Restricted ~~the~~ Stock ~~Registration~~Agreement, ~~Statement~~dated onas ~~Form~~of ~~F-3~~August ~~filed~~4, on2005, ~~May~~between ~~23,~~Kerzner ~~2002,~~International Limited ~~File~~and NoHoward B. ~~333-88854,~~ Kerzner

On August 4, 2005, Kerzner International Limited (~~iii~~NYSE: KZL) (the “Company”) entered into ~~Form~~ a ~~S-8~~Restricted ~~filed~~Stock onAgreement ~~October~~(the 11“Restricted Stock Agreement”) with its Chief Executive Officer, ~~2002~~Howard B. (“Butch”) Kerzner. This long term arrangement with the Chief Executive Officer does not provide for vesting of any of the granted shares until 2009 at the earliest and postpones the vesting of the final tranche of granted shares until not earlier than 2011, except ~~File~~in Nolimited circumstances that relate to a termination of Mr. ~~333-100522~~Kerzner’s employment or the occurrence of a change of control of the Company. In addition, in all cases, the vesting of the granted shares is subject to achievement of specified target stock prices (other than in the event of a change of control, in which case the vesting is based upon a deal price above a threshold rather than the more customary automatic vesting of granted shares irrespective of price), as described in more detail below. The following is a brief description of certain material terms of the Restricted Stock Agreement. The following description is qualified in its entirety by reference to the actual Restricted Stock Agreement, which is filed as Exhibit 4.1 to this Form 6-K.

Pursuant to the Restricted Stock Agreement, Mr. Kerzner was granted 500,000 Ordinary Shares of the Company (ivthe “Restricted Shares”) under the Company’s 2003 Stock ~~Form~~ Incentive SPlan (the “2003 Plan”). Mr. Kerzner’s rights with respect to the Restricted Shares may become fully vested and non-8forfeitable ~~filed~~subject onto ~~December~~the terms 7and conditions of the Restricted Stock Agreement. Prior to the vesting of Restricted Shares, ~~2000~~such Restricted Shares will be subject to forfeiture to the Company and cannot be sold or otherwise transferred (other than in certain limited circumstances). In addition, ~~File~~prior Noto vesting, Restricted Shares must be voted by Mr. ~~333-51446~~Kerzner in accordance with the recommendations of the Company’s Board of Directors or, ~~and~~in the event that the Board of Directors does not make a recommendation, in the same proportion as all other Ordinary Shares that have been voted.

~~(v)~~Pursuant ~~Form~~ to ~~S-8~~the ~~filed~~Restricted onStock ~~December~~Agreement, 17the Restricted Shares are divided into five tranches, ~~1996~~each of 100,000 ~~File~~Restricted NoShares. ~~333-1540~~The vesting of each tranche of Restricted Shares is subject to a number of conditions, including the condition that the price per Ordinary Share must reach the target level applicable to that tranche and must remain at or above that level for a period of 30 consecutive trading days prior to vesting. The target price for each tranche is as follows:

KERZNER INTERNATIONAL LIMITED 6K

Tranche	Target Price per Ordinary Share
First Tranche	$75

~~Kerzner~~Page ~~International~~ 2 ~~Limited (“KZL”) today announced that BLB Investors, L.L.C. (“BLB”), a joint venture in which KZL owns a 37.5% interest, acquired the U.S. operations~~ of ~~Wembley Plc (“Wembley”) for approximately $464 million. The other~~ ~~members of BLB are Starwood Capital Group, L.L.C. and Waterford Group, LLC, which own 37.~~ 5~~% and 25% of BLB, respectively. This transaction was approved yesterday by the shareholders of Wembley.~~

In April 2004, BLB acquired a 22% interest in Wembley. This interest, which was valued at approximately $116 million, was exchanged as partial consideration for a 100% interest in Wembley’s U.S. operations that consist of Lincoln Park in Rhode Island, which generates approximately 85% of the group’s revenue, and three greyhound tracks and one horse racing track in Colorado. The balance of the purchase price was financed on a non-recourse basis by a consortium of banks led by Merrill Lynch & Co., Deutsche Bank Securities and J.P. Morgan Chase Bank N.A. that underwrote a $495 million senior secured credit facility, which includes a $125 million revolving credit facility that will be used primarily to finance the redevelopment of Lincoln Park.

Second Tranche	$80
Third Tranche	$85
Fourth Tranche	$90
Fifth Tranche	$95

~~BLB will~~Subject ~~operate~~ to ~~Lincoln~~certain ~~Park~~exceptions ~~under the attached master video lottery contract with the State of Rhode Island~~ that ~~was~~apply ~~authorized~~in ~~by legislation passed by~~ the ~~Rhode Island~~event ~~General~~of ~~Assembly~~a ~~led~~termination byof ~~Sen~~Mr. ~~Joseph~~Kerzner’s employment A.or ~~Montalbano,~~in the ~~President~~event of ~~the Rhode~~a ~~Island~~“change ~~Senate,~~of ~~and~~control” ~~Rep. William J. Murphy, the Speaker~~ of the ~~Rhode~~Company ~~Island House~~(as ~~of Representatives, and signed into law by Governor Donald L. Carcieri.~~defined ~~Lincoln~~ in ~~Park~~the ~~currently~~Restricted ~~has~~Stock ~~3,002 video lottery terminals (“VLTs”~~Agreement)~~. Under this contract~~, ~~BLB will be entitled to increase~~ the ~~number~~vesting of ~~VLTs~~Restricted toShares ~~4,752. The~~cannot ~~contract~~ commence ~~provides~~until ~~for~~February up15, to2009 a(in ~~fifteen-year~~the ~~term~~case ~~during which Lincoln Park shall be entitled to 28.85%~~ of the ~~net~~first ~~terminal~~and ~~income~~second ~~on the existing 3~~tranches),~~002 VLTs and~~ ~~26% on the additional 1~~ February 15,~~750~~ ~~VLTs.~~2010 ~~The~~(in ~~contract~~the ~~also~~case ~~requires that BLB complete its planned $125 million redevelopment~~ of ~~Lincoln~~the ~~Park~~third ~~within~~and ~~three~~fourth ~~years.~~tranches) ~~This~~and ~~fifteen-year~~ February 15, ~~arrangement~~2011 is(in ~~composed of three five-year terms. At~~ the ~~end~~case of ~~each~~ of the ~~first~~fifth ~~two~~tranche) ~~terms~~and, ~~BLB~~in ~~can extend~~ the ~~contract~~event ~~for~~that any anRestricted ~~additional~~Shares ~~term so~~remain ~~long~~unvested as ~~it is not in material breach~~ of ~~the~~February 15, ~~contract~~2015, ~~including its~~such ~~redevelopment~~ Restricted ~~obligation~~Shares ~~and~~will ~~its~~be ~~obligation~~automatically ~~to create 500 new full-time jobs at Lincoln Park, bringing its full-time staffing to 1,300~~forfeited.

~~Under an~~In ~~agreement~~ the event ~~with~~of ~~the~~a ~~Rhode~~change ~~Island~~of ~~Greyhound~~control ~~Owners~~of the Company, ~~BLB~~any ~~will~~Restricted beShares ~~obligated~~that have not previously vested or been forfeited may become vested pursuant to ~~pay~~the formulas ~~$10~~ set ~~million~~forth ~~per~~in ~~year~~Section 7 of the Restricted Stock Agreement, which formulas relate to the ~~Owners~~price at which Ordinary Shares are sold in connection with the change of control or, ~~plus~~if aOrdinary ~~2.75%~~Shares ~~increase~~are onnot sold in connection with the ~~prior~~change ~~year’s~~of ~~payment~~ control, ~~commencing~~the onprice per Ordinary Share at the ~~fourth~~time ~~anniversary~~of the change of control. Any Restricted Shares that do not become vested in accordance with such formulas will be immediately forfeited at the ~~agreement~~time of the change of control.

~~BLB is~~Pursuant ~~planning~~ to ~~commence~~the ~~redevelopment~~Restricted ofStock ~~Lincoln~~Agreement, ~~Park~~during asMr. ~~promptly~~Kerzner’s asemployment ~~possible~~with the Company and for a period following ~~receipt~~termination of ~~all~~employment, ~~applicable~~as ~~local~~specified in the ~~governmental~~Restricted ~~approvals~~Stock Agreement, he is subject to ~~which~~certain covenants restricting his ability to compete with the Company and to solicit or hire employees and ~~redevelopment~~ consultants isof ~~subject~~the Company. ~~BLB~~If ~~expects~~Mr. Kerzner violates any such restrictive covenants, any Restricted Shares that have not previously vested will be immediately forfeited and the ~~redevelopment~~Company is entitled to beseek ~~completed~~specific inperformance of ~~2007.~~such restrictive covenants from a court of competent jurisdiction.

~~Forward-Looking~~Page ~~Statements~~ 3 of 5

This report contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, which are described in Kerzner’s public filings with the Securities and Exchange Commission.

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:	~~July~~August 195, 2005	KERZNER INTERNATIONAL LIMITED
		By:	/s/ Richard M. Levine
		Name:	Richard M. Levine
		Title:	Executive Vice President &
			General Counsel

Page 4 of 5

EXHIBIT LIST

Exhibit	Description
99(1)	MASTER VIDEO LOTTERY TERMINAL CONTRACTby and between theDivision of Lotteries of the Rhode Island Department of Administration and UTGR, Inc. Dated July 18, 2005
4.1	Restricted Stock Agreement, dated as of August 4, 2005, between Kerzner International Limited and Howard B. Kerzner

Page 5 of 5

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