Bermuda-based Stirling Cooke Brown said yesterday the company plans to hire a financial advisor to boost shareholder value.

In another move Stirling Cooke said it has filed a motion for early dismissal of a lawsuit against the company by Odyssey Re London, Ltd.

Stirling Cooke Brown chairman and chief executive officer Mark Cooke said the company had directed management to engage an independent financial advisor to "explore alternatives that could enhance shareholder value''.

Such a move to hire a financial adviser often signals that a company is considering putting itself up for sale. According to Reuters industry sources the company may have a hard time finding a buyer with the litigation issue unresolved.

"In light of the recent decline in the market price of our shares, we believe it is prudent to consider all of our alternatives,'' Mr. Cooke said.

Shares of Stirling Cooke rose about 31 cents to $4.12 after the announcement.

But the stock was down from a 52-week high of $29.50. The shares have fallen over the past year, more recently, due to a dispute over Stirling's role in reinsurance it brokered.

Odyssey Re last month filed suit against Stirling Cooke, charging the company with fraud and racketeering. Odyssey Re, a unit of Toronto-based Fairfax Financial Holdings Ltd., provided reinsurance to workers' compensation insurers and then acquired reinsurance for itself as well, using Stirling Cooke as the broker for both sides of the business.

"Our motion for early dismissal is Stirling Cooke's next step in aggressively defending our company and our reputation,'' Cooke said.

"We stated earlier this month that Odyssey Re's complaint is spurious and completely without merit,'' he said. "We are confident that the court will not allow these unsupported allegations to stand.'' Stirling Cooke charged that Odyssey Re's complaint was an effort to avoid paying out on its reinsurance obligations and said the complaint does not identify any fraudulent conduct or misrepresentations by Stirling Cooke.

"Odyssey Re's attempts to use a highly-publicised RICO action in the New York courts to circumvent binding arbitration clauses in reinsurance contracts written in London is an unfair attack on our reputation and a waste of the court's resources. The case should be dismissed immediately.'' The suit was part of a bigger picture related to US workers compensation insurance, which was underpriced and now is expected to generate substantial losses.

The company also announced Arthur Andersen LLP has become the company's auditor for the current financial year, a switch from KPMG Peat Marwick.

Mr. Cooke said KPMG Peat Marwick had decided not to stand for re-election at the company's annual meeting. He said the decision had not been a result of any dispute.

"KPMG's reports on the company's 1998 financial statements were not qualified or modified as to the uncertainty, audit scope or accounting principles,'' Mr.

Cooke stated. "There are no disagreements between the company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.''