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<TYPE>CORRESP
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<FILENAME>filename1.txt
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                    [Letterhead of W.P. Stewart & Co., Ltd.]

                                                        November 30, 2005

VIA EDGAR
Ms. Joyce Sweeney
Accounting Branch Chief
Division of Corporate Finance
United States Securities and
     Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

               Re:   W.P. Stewart & Co., Ltd.
                     Form 20-F for Fiscal Year Ended December 31, 2004
                     File No. 001-16245

Dear Ms. Sweeney:

      W.P. Stewart & Co., Ltd. (the "Company") is hereby responding to the
comment letter of the Staff, dated October 18, 2005, in respect of the Company's
Annual Report on Form 20-F for the year ended December 31, 2004 (the "Annual
Report") filed with the Securities and Exchange Commission on March 16, 2005.
Terms utilized in this letter shall have the same meanings as were ascribed to
them in the Annual Report.

      In furtherance to our response letter dated October 7, 2005, the Staff
asked for additional information regarding the Company's intangible assets shown
on its balance sheet as of December 31, 2004. Specifically, the Staff requested
the Company to provide it with information regarding the gross amount and
accumulated amortization of customer relationship intangible assets separated
based on the estimated useful life for each period presented in the Annual
Report.

      Customer relationship intangible assets arose from the acquisition of
First Long Island Investors, Inc. ("FLII"), TPRS Services N.V. ("TPRS"), NS
Money Management (Bermuda) Limited ("NSMM") and TPR & Partners N.V. ("TPR"). The
tables below provide the information requested:

<PAGE>

Ms. Joyce Sweeney
November 30, 2005
Page 2 of 5

For the year ended December 31, 2004:

<TABLE>
<CAPTION>
                                                               Accumulated
Client Relationship Intangibles            Gross Amount       Amortization       Carrying Value
-------------------------------            ------------       ------------       --------------
<S>                                        <C>                <C>                <C>
  Estimated Useful Life - 15 years:
    FLII                                   $  10,953,894      $   3,738,783      $   7,215,111
    TPRS                                       9,323,536          2,959,682          6,363,854
    TPR                                        1,995,000            416,126          1,578,874
                                           -------------      -------------      -------------
                                              22,272,430          7,114,591         15,157,839
                                           -------------      -------------      -------------
  Estimated Useful Life - 20 years:
    FLII                                      12,749,194          2,184,927         10,564,267
    TPRS                                      33,044,236          5,531,658         27,512,578
    NSMM                                      17,042,406          3,635,590         13,406,816
                                           -------------      -------------      -------------
                                              62,835,836         11,352,175         51,483,661
                                           -------------      -------------      -------------

                                           $  85,108,266      $  18,466,766      $  66,641,500
                                           =============      =============      =============
</TABLE>

For the year ended December 31, 2003:

<TABLE>
<CAPTION>
                                                               Accumulated
Client Relationship Intangibles            Gross Amount       Amortization       Carrying Value
-------------------------------            ------------       ------------       --------------
<S>                                        <C>                <C>                <C>
  Estimated Useful Life - 15 years:
    FLII                                   $  10,953,894      $   2,957,094      $   7,996,800
    TPRS                                       9,323,536          2,301,001          7,022,535
    TPR                                        1,995,000            283,126          1,711,874
                                           -------------      -------------      -------------
                                              22,272,430          5,541,221         16,731,209
                                           -------------      -------------      -------------

  Estimated Useful Life - 20 years:
    FLII                                      12,749,194          1,430,336         11,318,858
    TPRS                                      29,946,152          3,693,719         26,252,433
    NSMM                                      17,042,406          2,681,751         14,360,655
                                           -------------      -------------      -------------
                                              59,737,752          7,805,806         51,931,946
                                           -------------      -------------      -------------

                                           $  82,010,182      $  13,347,027      $  68,663,155
                                           =============      =============      =============
</TABLE>

<PAGE>

Ms. Joyce Sweeney
November 30, 2005
Page 3 of 5

For the year ended December 31, 2002:

<TABLE>
<CAPTION>
                                                             Accumulated
Client Relationship Intangibles          Gross Amount       Amortization       Carrying Value
-------------------------------          ------------       ------------       --------------
<S>                                      <C>                <C>                <C>
  Estimated Useful Life - 15 years:
    FLII                                 $  10,953,894      $   2,175,407      $   8,778,487
    TPRS                                     9,323,536          1,642,320          7,681,216
    TPR                                      1,995,000            150,126          1,844,874
                                         -------------      -------------      -------------
                                            22,272,430          3,967,853         18,304,577
                                         -------------      -------------      -------------

  Estimated Useful Life - 20 years:
    FLII                                     8,880,394            675,746          8,204,648
    TPRS                                    22,674,924          2,067,363         20,607,561
    NSMM                                    14,708,762          1,727,912         12,980,850
                                         -------------      -------------      -------------
                                            46,264,080          4,471,021         41,793,059
                                         -------------      -------------      -------------

                                         $  68,536,510      $   8,438,874      $  60,097,636
                                         =============      =============      =============
</TABLE>

      In addition, the Staff asked for a comprehensive analysis of how the
estimated useful life for each significant customer intangible was determined
and how it was determined that such useful lives remain appropriate as of
December 31, 2004.

      As  previously  noted in our response  letter dated  October 7, 2005,  the
manner of determining useful lives was previously  described to the Staff in the
Company's  October 1, 1999 response  letter to Mr.  William Friar of your office
(in  connection  with  the  Company's  initial  public  offering).   The  quoted
information  below has been  extracted from that response  letter.  The customer
relationships  were  segregated  into the buckets shown above.  Please note that
there is no  statistically  valid basis for  further  segregating  the  customer
relationships  within the group obtained in each  acquisition.  Please also note
that effective  January 1, 2002, the Company adopted the provisions of Statement
of Financial  Accounting  Standards No. 141 "Business  Combinations"  ("SFAS No.
141") and  Statement of Financial  Accounting  Standards  No. 142  "Goodwill and
Other  Intangible  Assets".  Accordingly,  any amounts of previously  recognized
intangible assets that met the recognition  criteria in paragraph 39 of SFAS No.
141, and that were included in the amount reported as goodwill were reclassified
as intangible  assets apart from  goodwill.  As described in the October 1, 1999
response letter to the Staff mentioned above, these intangible  assets,  with an
estimated  useful life of 20 years,  are being amortized in a manner  consistent
with industry practice.

      "TPRS  and  FLI.  The  book  values  of the  assets  acquired  (investment
      management  contracts and the  associated  client  relationships)  and the
      liabilities  assumed of both TPRS and FLI are either  zero or de  minimis.
      Historically, FLI and the

<PAGE>

Ms. Joyce Sweeney
November 30, 2005
Page 4 of 5

      sellers of TPRS have  referred  clients to the Company in  exchange  for a
      fee. This fee was based on the level of assets under management. The terms
      and conditions of each of these  arrangements  are documented in contracts
      between the Company and each acquired  entity,  and contracts  between the
      Company and the clients.  These contracts are all terminable upon 30 days'
      notice.  FLI and TPRS continue to receive referral fees for as long as the
      referred clients maintain their assets under management.  By acquiring FLI
      and TPRS, the Company acquires direct access to these clients (i.e. client
      relationships)  and to the future  annual  referral  fees related to these
      contracts.  As a result,  the principal  benefit to the Company from these
      acquisitions  is the  contracts,  the acquired  client  relationships  and
      goodwill.  Goodwill  represents  FLI's and TPRS's  ability to attract  new
      clients in the future...

      "Client  relationships - The acquired client  relationships were valued by
      considering  the portion of the management  fees earned by FLI and TPRS in
      relation to the existing clients on the acquisition date. The fee base was
      increased  by the  expected  increase in assets  under  management  due to
      additional  contributions  (net of withdrawals)  and appreciation of those
      clients'  assets.  Fees were then  reduced  for  expenses  and taxes.  The
      after-tax profits were then multiplied by a percentage of acquired clients
      expected to be retained in each year subsequent to the acquisition date to
      determine  the amount of after-tax  profits  attributable  to the acquired
      clients. These amounts were then discounted to their present value.

      "The percentage of acquired  clients expected to remain in each year after
      the acquisition date was computed  assuming an average life of 15 years or
      an average annual loss percentage of 6.67% of the remaining  balance.  The
      15 year life was based on a study the Company performed which compared the
      number  of our  clients  at the end of 1986 to the  number  of those  1986
      clients  who were  still  clients at the end of 1998.  The  results of the
      study are consistent with amortization periods used by public companies in
      the industry for similar assets." [quoted material  excerpted from October
      1, 1999 response letter to Staff]

      With respect to NSMM,  the Company had no preexisting  direct  contractual
relationships with the clients of NSMM.  Therefore,  the entire amount allocated
to  intangibles  was  initially  recorded  as  amortizable  goodwill  and  later
reclassified as a client relationships  intangible asset in conjunction with the
adoption of SFAS No. 141.

      In  respect  of the  Company's  acquisition  of TPR in  2001,  the  income
approach was used to value the intangible assets and overall business enterprise
value. In an income approach,  value is dependent on the present value of future
economic  benefits to be derived from  ownership  of the  customer  relationship
asset.  Central  to  this  method  is an  analysis  of  the  earnings  potential
represented by the appraised asset and of the underlying  risks  associated with
obtaining those earnings. Value indications were

<PAGE>

Ms. Joyce Sweeney
November 30, 2005
Page 5 of 5

developed by discounting  future net cash flows  available for  distribution  to
their present value at market-based rates of return.

      TPR's management  provided us with projections of sales and  profitability
for the company as a whole based on  internal  data that  covered the years 2001
through 2004.  These  projections  were tested for  reasonableness  based on the
purchase price and required rates of return and then the forecasted earnings and
cash flow were utilized.  Projected net debt-free cash flow was then  calculated
by including  the various cash inflows and outflows  attributed  to the business
operations of TPR. The Company's  terminal  values were estimated by utilizing a
long-term growth rate of 7%. Working capital requirements were assumed at 15% of
incremental revenues.  The net present value of the future debt-free cash flows,
when discounted at the weighted average costs of capital or the discount rate of
15%,  provided an indication of value.  Useful life was determined in accordance
with the methodology described above for the other acquisitions.

      For  each of the  FLII,  TPRS,  NSMM  and TPR  acquisitions,  the  Company
evaluates  the remaining  useful lives of these  intangible  assets  annually to
determine whether events and  circumstances  warrant a revision to the remaining
periods  of  amortization.  Since the time of such  business  acquisitions,  the
Company has  retained  substantially  all of the  customers to which such assets
related upon  acquisition.  Through  December  31,  2004,  the actual cash flows
received  from these  acquired  clients as well as the timing and amounts of the
forecasted  revenue streams  continue to support the estimated future cash flows
used to measure present value and evaluate the assets'  recoverability  over the
remainder of the original 15 and 20 year estimated useful lives.

      If the Staff has any further  questions or comments,  please telephone the
undersigned at 212-750-8585.

                                       Sincerely,

                                       /s/ Susan G. Leber
                                       Susan G. Leber
                                       Deputy Managing Director - Chief
                                         Financial Officer

cc: Nancy Maloney
</TEXT>
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