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<SEC-DOCUMENT>0000919574-05-002130.txt : 20050611
<SEC-HEADER>0000919574-05-002130.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050609171903
ACCESSION NUMBER:		0000919574-05-002130
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050630
FILED AS OF DATE:		20050609
DATE AS OF CHANGE:		20050609

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOP TANKERS INC.
		CENTRAL INDEX KEY:			0001296484
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50859
		FILM NUMBER:		05888208

	BUSINESS ADDRESS:	
		STREET 1:		109-111 MESSOGION AVENUE, POLITIA CENTRE
		CITY:			ATHENS 115 26
		STATE:			J3
		ZIP:			00000
		BUSINESS PHONE:		011-30-210-69-78-000

	MAIL ADDRESS:	
		STREET 1:		109-111 MESSOGION AVENUE, POLITIA CENTRE
		CITY:			ATHENS 115 26
		STATE:			J3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d578164_6-k.txt
<TEXT>
                                    FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                           For the month of June 2005

                                TOP TANKERS INC.
                 (Translation of registrant's name into English)

                            109-111 Messogion Avenue
                                 Politia Centre
                                Athens 115 26 GR

                    (Address of principal executive offices)

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

                              Form 20-F X Form 40-F___

         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
<PAGE>

Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT

         Attached as Exhibit 99, is a copy of the Notice of Annual Meeting of
Shareholders of TOP Tankers Inc. (the "Company"), and accompanying President's
letter to Shareholders, Proxy Statement and Proxy Card, each dated May 26, 2005,
in connection with the Annual Meeting of Shareholders of the Company to be held
June 30, 2005.


<PAGE>


                                   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.


                                                   TOP Tankers Inc.
                                             ------------------------------
                                                     (Registrant)




Date  June 9, 2005                     By  /s/ Stamatis N. Tsantanis
                                          -------------------------------
                                             Stamatis N. Tsantanis
                                             Chief Financial Officer


23116.0001 #578164
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>d577949_ex-1.txt
<TEXT>
                                TOP TANKERS INC.



                                                                    May 26, 2005


                             TO THE SHAREHOLDERS OF
                                TOP TANKERS INC.


          Enclosed  is a Notice of the  Annual  Meeting of  Shareholders  of TOP
Tankers Inc. (the  "Company")  which will be held at the Hilton Athens Hotel, 46
Vas. Sofias Avenue, Athens, Greece 115 28 on June 30, 2005 at 11:00AM.

          At this Annual Meeting (the  "Meeting"),  shareholders  of the Company
will  consider and vote upon  proposals  (i) to elect Class I Directors to serve
until the 2008 Annual Meeting of Shareholders; and (ii) to amend the Articles of
Incorporation  of the  Company  to  increase  its  authorized  common  stock  to
100,000,000 shares of common stock.

          You are cordially invited to attend the Meeting in person.  Whether or
not you plan to attend  the  Meeting,  please  sign,  date and return as soon as
possible the enclosed proxy in the enclosed stamped, self-addressed envelope. If
you  attend the  Meeting,  you may  revoke  your  proxy and vote your  shares in
person.

          IT IS IMPORTANT TO VOTE.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING,  PLEASE  COMPLETE,  DATE,  SIGN AND  RETURN THE  ENCLOSED  PROXY IN THE
ENCLOSED  ENVELOPE,  WHICH  DOES NOT  REQUIRE  POSTAGE  IF MAILED IN THE  UNITED
STATES.  THE VOTE OF EVERY  SHAREHOLDER  IS IMPORTANT  AND YOUR  COOPERATION  IN
RETURNING  YOUR EXECUTED PROXY  PROMPTLY WILL BE  APPRECIATED.  ANY SIGNED PROXY
RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS LISTED IN
THE PROXY STATEMENT.


                                                      Very truly yours,


                                                      Evangelos J. Pistiolis
                                                      Chief Executive Officer

- --------------------------------------------------------------------------------
    109-111 Messogion Avenue, Politia Centre, Bldg C1, Athens 115 26, Greece
        Tel: (011) (30) (210) 697-8100, Fax: (011) (30) (210) 692-5528,
                               TLX: 22 1547 JOPIGR
                 e-mail: am@toptankers.com - www.toptankers.com

<PAGE>


                                TOP TANKERS INC.
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  June 30, 2005


          NOTICE IS HEREBY given that the Annual Meeting of the  shareholders of
TOP Tankers Inc.  (the  "Company")  will be held on June 30, 2005, at 11:00AM at
the Hilton Athens Hotel, 46 Vas. Sofias Avenue,  Athens 115 28, Greece,  for the
following purposes,  of which items 1 and 2 are more completely set forth in the
accompanying Proxy Statement:

     1.   To elect Class I Directors  to serve until the 2008 Annual  Meeting of
          Shareholders;

     2.   To amend the Articles of  Incorporation of the Company to increase its
          authorized common stock to 100,000,000 shares of common stock; and

     3.   To  transact  other such  business  as may  properly  come  before the
          meeting or any adjournment thereof.

          The Board of Directors has fixed the close of business on May 16, 2005
as the record date for the determination of the shareholders entitled to receive
notice and to vote at the Annual Meeting or any adjournment thereof.

          IT IS IMPORTANT TO VOTE.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING,  PLEASE  COMPLETE,  DATE,  SIGN AND  RETURN THE  ENCLOSED  PROXY IN THE
ENCLOSED  ENVELOPE,  WHICH  DOES NOT  REQUIRE  POSTAGE  IF MAILED IN THE  UNITED
STATES.  THE VOTE OF EVERY  SHAREHOLDER  IS IMPORTANT  AND YOUR  COOPERATION  IN
RETURNING  YOUR EXECUTED PROXY  PROMPTLY WILL BE  APPRECIATED.  ANY SIGNED PROXY
RETURNED AND NOT COMPLETED  WILL BE VOTED IN FAVOR OF ALL THE  PROPOSALS  LISTED
ABOVE.

          In the event you decide to attend  the  meeting,  you may revoke  your
proxy and vote in person.



                                             BY ORDER OF THE BOARD OF DIRECTORS

                                             Eirini Alexandropoulou
                                             Secretary


May 26, 2005
Athens, Greece


<PAGE>



                                TOP TANKERS INC.
                            109-111 MESSOGION AVENUE
                                 POLITIA CENTRE

                              ATHENS 115 26, GREECE

                             ----------------------

                                 PROXY STATEMENT
                                       FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 30, 2005

                            ------------------------


                 INFORMATION CONCERNING SOLICITATION AND VOTING


GENERAL

          The  enclosed  proxy is  solicited on behalf of the Board of Directors
(the  "Board" or the  "Directors")  of TOP  Tankers  Inc.,  a  Marshall  Islands
corporation (the "Company"), for use at the Annual Meeting of Shareholders to be
held at the Hilton Athens Hotel, 46 Vas.  Sofias Avenue,  Athens 115 28, Greece,
on June 30, 2005, at 11:00AM, or at any adjournment or postponement thereof (the
"Meeting"),  for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders.  This Proxy Statement and the accompanying  form
of proxy are expected to be mailed on or about May 31, 2005, to  shareholders of
the Company entitled to vote at the Meeting.

VOTING RIGHTS AND OUTSTANDING SHARES

          The outstanding  voting securities of the Company on May 16, 2005 (the
"Record Date"),  consisted of 27,830,990 shares of common stock, par value $0.01
(the "Common  Shares").  Each  shareholder of record at the close of business on
the Record Date is entitled to one vote for each Common Share then held.  One or
more shareholders representing at least a majority of the total voting rights of
the Company  present in person or by proxy at the Meeting  shall be a quorum for
the purposes of the Meeting.  The Common Shares  represented by any proxy in the
enclosed form will be voted in  accordance  with the  instructions  given on the
proxy if the proxy is properly  executed and is received by the Company prior to
the close of voting at the Meeting or any adjournment or  postponement  thereof.
Any proxies  returned without  instructions  will be voted FOR the proposals set
forth on the Notice of Annual Meeting of Shareholders.

          The Common Shares are listed on the Nasdaq National Market  ("Nasdaq")
under the symbol "TOPT."

REVOCABILITY OF PROXIES

          A  shareholder  giving a proxy may revoke it at any time  before it is
exercised. A proxy may be revoked by filing with the Secretary of the Company at
the Company's  registered  office,  Politia Centre,  109-111  Messogion  Avenue,
Athens 115 26,  Greece,  a written notice of revocation by a duly executed proxy
bearing a later date, or by attending the Meeting and voting in person.

                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

          The  Company  currently  has  seven  directors.  As  provided  in  the
Company's  Articles of  Incorporation,  each  Director is elected to serve for a
three year term.

          Accordingly,  the Board of Directors has nominated Michael G. Docherty
and Rob Gibbs,  both Class I Directors,  for re-election as directors whose term
would expire at the 2008 Annual Meeting.

          Unless  the proxy is marked to  indicate  that such  authorization  is
expressly  withheld,  the persons named in the enclosed proxy intend to vote the
shares  authorized  thereby FOR the election of the  following  nominees.  It is
expected that these  nominees will be able to serve,  but if before the election
it  develops  that  the  nominees  are  unavailable,  the  persons  named in the
accompanying proxy will vote for the election of such substitute nominees as the
current Board of Directors may recommend.

Nominees for Election to the Company's Board of Directors

          Information  concerning the nominee for Director of the Company is set
forth below:

         Name                           Age         Position
         ----                           ---         --------
         Michael G. Docherty            46          Director
         Roy Gibbs                      56          Director

          Michael G.  Docherty has served on our board of  directors  since July
2004. Mr. Docherty is a founding partner of Independent  Average Adjusters Ltd.,
an  insurance  claims  adjusting  firm  located  in  Athens,  Greece,  which  he
co-founded  in 1997.  Mr.  Docherty  has 23 years  of  international  experience
handling maritime insurance claims.

          Roy Gibbs has served on our board of  directors  since July 2004.  Mr.
Gibbs has been the chief executive officer of Standard Chartered Grindlays Bank,
Greece, formerly ANZ Grindlays, since 1992. From 1988 to 1992, Mr. Gibbs was the
chief manager of domestic banking at ANZ Grindlays, London. Prior to that he was
assistant  director for property,  construction and shipping at ANZ London.  Mr.
Gibbs joined National and Grindlays Bank in 1965.

          Audit  Committee.  The Company's Board of Directors has established an
Audit Committee, consisting of three members, which is responsible for reviewing
the Company's  accounting  controls and the appointment of the Company's outside
auditors. The Audit Committee currently consists of Messrs. Docherty, Gibbs, and
Christopher J. Thomas.  As the Company is a foreign private issuer, it is exempt
from the corporate  governance rules of the Nasdaq National  Market,  other than
the Audit Committee requirement.

          Required Vote.  Approval of Proposal One will require the  affirmative
vote of the  plurality  of the votes cast by  shareholders  entitled to vote and
voting at the Meeting.

THE BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS.  PROXIES  RECEIVED  BY  MANAGEMENT  WILL BE  VOTED  IN  FAVOR OF SUCH
PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.

                                  PROPOSAL TWO

           AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE
          AUTHORIZED COMMON STOCK TO 100,000,000 SHARES OF COMMON STOCK

          The  Board is  submitting  for  approval  to  amend  the  Articles  of
Incorporation  of the Company to increase  the  authorized  common  stock of the
Company to 100,000,000 shares of common stock, $.01 par value per share.

          Due to the recent  growth  experienced  by the Company,  it has become
necessary  to increase  the  Company's  authorized  share  capital to pursue the
Company's  business strategy.  The Company's  authorized share capital currently
consists of 50,000,000 shares of common stock, par value $.01 per share ("Common
Stock")  and  20,000,000  shares of  preferred  stock,  par value $.01 per share
("Preferred  Stock").  As of  the  date  hereof,  the  Company  has  issued  and
outstanding:

          o    27,830,990 shares of Common Stock; and

          o    0 shares of Preferred Stock.

          While the Company has no specific plan to issue  additional  shares of
Common Stock,  Management believes it is in the best interests of the Company to
have available  sufficient shares for issuance at the discretion of the Board of
Directors  to fund  future  acquisitions  and for  working  capital  and general
corporate  purposes.  If the  authorized  Common  Stock is  raised,  no  further
shareholder vote will be required to authorize such issuances.

          The Company is not proposing any change in the number of shares of its
Authorized Preferred Stock.

          Required Vote.  Approval of Proposal Two will require the  affirmative
vote of the  majority  of the votes cast by  shareholders  entitled  to vote and
voting at the Meeting.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A VOTE FOR  APPROVAL  OF THE
INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY TO 100,000,000 COMMON SHARES
TO BE AVAILABLE FOR GENERAL CORPORATE PURPOSES.

PROXIES  RECEIVED  BY  MANAGEMENT  WILL BE VOTED IN FAVOR OF SUCH  AUTHORIZATION
UNLESS A CONTRARY VOTE IS SPECIFIED.

SOLICITATION

          The cost of  preparing  and  soliciting  proxies  will be borne by the
Company.  Solicitation  will be made primarily by mail, but  shareholders may be
solicited by telephone,  telegraph,  or personal contact. The Board of Directors
may retain the  services of Morrow and Co.,  for  soliciting  proxies from those
entities holding shares in street name.

EFFECT OF ABSTENTIONS

          Abstentions will not be counted in determining  whether  Proposals One
or Two have been approved.



<PAGE>


                                  OTHER MATTERS

          No other  matters  are  expected  to be  presented  for  action at the
Meeting.  Should any additional  matter come before the Meeting,  it is intended
that  proxies  in the  accompanying  form will be voted in  accordance  with the
judgment of the person or persons named in the proxy.



                                                      By Order of the Directors


                                                      Eirini Alexandropoulou
                                                      Secretary






May 26, 2005
Athens, Greece

<PAGE>

- --------------------------------------------------------------------------------
Annual Meeting Proxy Card
- --------------------------------------------------------------------------------

A   Election of Class I Directors

                           For     Withhold
01 - Michael G. Docherty   [_]       [_]

02 - Roy Gibbs             [_]       [_]

B    Issues

The Board of Directors recommends a vote FOR the following proposals.

                               For  Against  Abstain
2.  AMENDMENT OF THE ARTICLES  [_]    [_]     [_]       Mark this box with
    OF INCORPORATION TO                                 an X if you plan to  [_]
    INCREASE THE AUTHORIZED                             the Annual Meeting.
    COMMON STOCK TO
    100,000,000 SHARES OF                               Please disregard if you
    COMMON STOCK.                                       have previously provided
                                                        your consent decision.

By  checking  the  box  to  the      [_]
right,  I  consent  to  future
delivery  of  annual  reports,
proxy statements, prospectuses
and   other    materials   and
shareholder     communications
electronically     via     the
Internet  at a  webpage  which
will  be  disclosed  to me.  I
understand  that  the  Company
may   no   longer   distribute
printed  materials  to me from
any future shareholder meeting
until such consent is revoked.
I understand that I may revoke
my  consent  at  any  time  by
contacting    the    Company's
transfer agent,  Computershare
Investor    Services,     LLC,
Chicago,  IL  and  that  costs
normally    associated    with
electronic  delivery,  such as
usage and telephone charges as
well as any  costs I may incur
in printing documents, will be


C   Authorized  Signatures - Sign Here - This section must be completed for your
    instructions to be executed.

NOTE:  Please sign as name appears  hereon.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such.

Signature 1 - Please keep signature within the box


    --------------------------------------


Signature 2 - Please keep signature within the box


    ---------------------------------------


Date (mm/dd/yyyy)

    /     /
- --------------------------

<PAGE>

- --------------------------------------------------------------------------------
Proxy - Top Tankers Inc.
- --------------------------------------------------------------------------------


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TOP TANKERS INC.


The undersigned hereby appoints  Evangelos J. Pistiolis,  Stamatios N. Tsantanis
and Eirini  Alexandropoulou,  and each of them,  with power to act  without  the
other and with power of  substitution,  as  proxies  and  attorneys-in-fact  and
hereby authorizes them to represent and vote, as provided on the other side, all
the shares of TOP Tankers Inc. Common Stock which the undersigned is entitled to
vote, and, in their discretion, to vote upon such other business as may properly
come before the Annual  Meeting of  Shareholders  of TOP Tankers Inc. to be held
June 30, 2005 or any adjournment thereof,  with all powers which the undersigned
would possess if present at the Meeting.

THIS PROXY WILL BE VOTED AS DIRECTED,  OR IF NO DIRECTION IS INDICATED,  WILL BE
VOTED "FOR" THE  PROPOSALS.  THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF
DIRECTORS.

       (Continued, and to be marked, dated and signed, on the other side)





23116.0001 #577949
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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