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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* OCONNELL ELIZABETH (Last) (First) (Middle) 50 REVOLUTIONARY ROAD (Street) SCARBOROUGH NY 10510 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2007	3. Issuer Name and Ticker or Trading Symbol Churchill Ventures LTD [ CHV; CHV.W ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,035,000	I	See footnote 2 on the reverse(2)
Warrants - See footnote 1 on the reverse(1)	5,000,000	I	See footnote 2 on the reverse(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)	(1)	03/01/2011(1)	Common Stock	5,000,000	$6	I	See footnote 2(2)

Explanation of Responses:

1. Represents the Warrants disclosed on Table 1 (page 1) of this Form 3. Represents 4,000,000 Warrants issued pursuant to the Warrant Purchase Agreement, dated as of September 5, 2006 and 1,000,000 Warrants issued pursuant to the Supplemental Warrant Purchase Agreement, dated as of February 9, 2007. The Warrants will become exercisable on the later of the completion by the Registrant of a business combination with a target business and March 1, 2008. If the Registrant does not complete such a business combination, then the Warrants issued in the private placement will expire worthless. The Warrants will expire at 5:00 p.m., New York City local time, on March 1, 2011 or earlier upon redemption by the Registrant in accordance with the terms of the Warrants.

2. The shares of Common Stock and the Warrants are beneficially owned by Churchill Capital Partners LLC of which Churchill Glenavy Holdings LLC, a Delaware limited liability company beneficially owned by Mr. Bogart and Ms. O'Connell is a member. Churchill Glenavy Holdings LLC shares voting and dispositive power over such common stock with the other members of Churchill Capital Partners LLC.

	/s/ Elizabeth O'Connell	03/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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