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 April 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]





INFORMATION CONTAINED IN THIS FORM 6-K REPORT

          Set forth herein as Exhibit 1 is the  earnings  release of TOP Tankers
Inc. for the quarter ending March 31, 2005.





Exhibit 1

TOP TANKERS  REPORTS  FIRST  QUARTER 2005 EPS OF $0.69 NOT  INCLUDING  $0.24 PER
SHARE IN CASH COMPENSATION

Athens, Greece, April 25, 2005 --

TOP Tankers Inc.  (NasdaqNM:  TOPT) today  announced  operating  results for the
first quarter of 2005.

For the three months ended March 31,  2005,  the Company  reported net income of
$19,121,000,  or $0.69 per share,  compared  with net income of  $1,244,000,  or
$0.21 per share, for the first quarter of 2004. Net income for the first quarter
of 2005 does not  include  $6.8  million  in cash or $0.24  per  share  that the
Company  received  as  compensation  in the amount of $29,000 per day per vessel
from  February 1, 2005 to the delivery  date of five Suezmax  tankers.  The $6.8
million in cash we received was treated as a reduction of the purchase  price of
the  vessels on our  books.  If these fees had been  recognized  as income,  the
Company's  reported  net  income  for the first  quarter of 2005 would have been
$25,873,000 or $0.93 per share. The weighted average number of basic and diluted
shares used in the  computations  was  27,830,990  and  6,000,000  for the first
quarter of 2005 and 2004, respectively.

For the three  months ended March 31, 2005,  operating  income was  $20,975,000,
compared with $1,598,000 for the first quarter of 2004.  EBITDA(1) for the first
quarter of 2005 was  $29,719,000,  compared with  $3,036,000 for previous year's
first  quarter.  EBITDA  for the first  quarter  of 2005 does not  include  $6.8
million  in cash that the  Company  received  as  compensation  for the  delayed
delivery of five Suezmax  tankers  acquired  with the proceeds of our  follow-on
offering in November 2004. If these fees had been  recognized as income,  EBITDA
for the first quarter of 2005 would have been  $36,471,000.  Voyage revenues for
the first quarter of 2005 were $47,291,000,  compared to $7,728,000  recorded in
the first quarter of the previous year.

Evangelos J.  Pistiolis,  President and Chief  Executive  Officer of TOP Tankers
Inc.,  commented, "During  the first  quarter of 2005,  we  experienced  another
historically  high spot charter market,  notwithstanding  concerns that had been
expressed by industry  participants on the continued  strength of the market. We
took  advantage of these  strong  market  conditions  to secure long term period
employment for four Suezmax  tankers and extended the existing  period  charters
for four of our Handymax  tankers to the second half of 2009.  We continued  the
growth of our fleet by acquiring  four modern double hull  Handymax  tankers and
chartering them for five years at attractive base rates with profit-sharing.  We
also  agreed  to sell  our  remaining  singe-hull  vessel,  consistent  with the
commitment we made during our IPO to operate a 100% double-hull tanker fleet."

----------
1    EBITDA  represents  earnings  before  interest,   taxes,  depreciation  and
     amortization.  EBITDA does not represent and should not be considered as an
     alternative  to net income or cash flow from  operations,  as determined by
     GAAP, and our  calculation of EBITDA may not be comparable to that reported
     by other companies.  EBITDA is included in this press release because it is
     a basis upon which we assess our liquidity  position and because we believe
     that it presents useful  information to investors  regarding our ability to
     service and/or incur indebtedness.


The  following  key  indicators  serve to  highlight  changes  in the  Company's
financial performance during the first quarters ended March 31, 2004 and 2005:


                                                                     Total Fleet
                                                            Three Months Ended March 31,
(In U.S. Dollars unless otherwise stated)                   2004        2005      % Change
                                                           -----       -----      --------
                                                                          
Total available ship days                                   473        1,423       200.8%
Total operating days                                        469        1,401       198.7%

Utilization                                                99.2%        98.5%       -0.7%

TCE(2) per ship per day under spot voyage charter        13,422       43,280       222.5%
TCE per ship per day under time charter                  12,453       21,532        72.9%

TCE (Fleet Average)                                      12,957       29,123       124.8%

Vessel operating expenses per ship per day                5,190        5,682         9.5%

General and administrative expenses per ship per day      1,402        2,093        49.3%

Net operating cash flow per ship per day                  6,365       21,348       235.4%


----------
2    Time charter equivalent,  or TCE, is a measure of the average daily revenue
     performance  of a vessel on a per voyage basis.  Our method of  calculating
     TCE is consistent with industry standards and is determined by dividing net
     voyage  revenue by voyage days for the  relevant  time  period.  Net voyage
     revenues  are  voyage  revenues  minus  voyage  expenses.  Voyage  expenses
     primarily  consist  of port,  canal  and fuel  costs  that are  unique to a
     particular  voyage,  which would otherwise be paid by the charterer under a
     time charter contract, as well as commissions.


Fleet Report

As of March 31, 2005,  the Company's  fleet size was 18 vessels,  or 1.3 million
dwt from 15 vessels,  or 1.08 million dwt on December 31, 2004. During the first
quarter of 2005, the Company took delivery of two  double-hull  product  tankers
and one double-hull Suezmax tanker. In addition,  the Company agreed to sell its
remaining  single-hull  vessel,  the M/T  Yapi.  The  vessel is  expected  to be
delivered to its new owners on or about July 31, 2005.  As of March 31, 2005, we
operated  a  fleet  of 18  tankers.  The  fleet  consisted  of 5  Suezmaxes,  12
Handymaxes and 1 Handysize vessel of approximately 1.3 million dwt.

Fleet Deployment

During the first  quarter of 2005,  the  Company  had  approximately  65% of the
fleet's net operating days on long-term employment  contracts.  The Company also
announced on April 20, 2005, the signing of new  employment  agreements for four
of its Suezmaxes and the extension of the existing employment contracts for four
of its Handymaxes. Following these new contracts, all 14 Handymaxes and four out
of nine Suezmaxes will be employed on time charter  contracts.  In total,  18 of
the Company's 23 tankers will be on time charter  contracts with an average term
in excess of three  years.  All but one of these time  charters  include  profit
sharing agreements.

The Company has secured approximately 76% of the estimated working days for 2005
and 78% for 2006  under  time  charter  contracts.  At the same  time,  the five
Suezmaxes  operating  in the  spot  market,  together  with the  profit  sharing
component  of  the  time  charter  contracts,  expose  approximately  57% of the
Company's estimated working days for 2005 and 58% for 2006 to potentially higher
spot rates.

Suezmax Fleet:

During the first quarter of 2005,  the Company's  Suezmax fleet  operated in the
spot market  consisted  of only two  vessels,  earning on average  approximately
$49,432 per vessel per day on a time charter equivalent (TCE) basis.

On April 20, 2005 the Company announced that it has entered three of its Suezmax
tankers into  two-year  time  charter  agreements  with  Glencore SA, one of the
world's largest oil traders. Pursuant to these agreements, the M/T Stopless, M/T
Timeless  and M/T  Flawless  will earn base rates per day of $28,000  during the
term of the contracts.  Should a vessel  generate  revenue in excess of its base
rate over the  duration of the  contract,  TOP Tankers  will receive 100% of the
first $7,000 per day in excess of the base rate,  up to $35,000 per day, and 50%
of the excess thereafter.

In addition,  TOP Tankers has entered one Suezmax  tanker into a five-year  time
charter  contract with Hyundai  Merchant  Marine.  The M/T  Faultless  will earn
$37,000 per day during the first two years of the time charter contract, $36,000
per day for the  third  year and  $35,000  per day for the  remaining  two years
through the expiration of the contract.

Handymax Fleet:

All of the  Company's  Handymax  tankers  operate  under  long-term  employment
agreements  with Glencore and Vitol that provide for a base rate and  additional
profit-sharing.

Four of these  contracts  are with  Glencore and have a base rate of $14,500 per
day.  Should a vessel  generate  revenue  in  excess  of its base  rate over the
duration of the contract, TOP Tankers receives 100% of the first $500 per day in
excess of the base rate and 50% of the excess  thereafter.  The Company extended
these  two-year  time  charter  contracts  by three  years.  The new  three-year
contracts  will  commence   immediately  upon  the  expiration  of  the  current
contracts.  The  base  rates  per day for the  new  three-year  periods  will be
$14,000.  Should a vessel generate  revenue in excess of the base rates over the
duration of these contracts, TOP Tankers will receive 100% of the first $500 per
day in excess of the base rate and 50% of the excess thereafter.

The Company has also entered into five-year employment  agreements with Glencore
for all four of its  double-hull  Handymax  tankers  delivered  during March and
April 2005.  Pursuant to these time charter agreements,  the M/T Taintless,  M/T
Dauntless,  M/T  Soundless  and M/T Topless will earn a base rate of $17,000 per
day  during  the  first  year of  their  respective  contracts.  Should a vessel
generate revenue in excess of its base rate over the first year of the contract,
TOP Tankers  will  receive 30% of the excess.  From the second year  through the
expiration of these contracts,  the base rates per day will be $16,250. Should a
vessel  generate  revenue in excess of its base rate per day during this period,
TOP Tankers will receive 100% of the first $1,000 in excess of its base rate and
50% of the excess thereafter.

Six Handymax  vessels have been chartered to Vitol at a base rate of $14,250 per
day until  December  31, 2005 and base rate of $13,250  per day from  January 1,
2006 until  expiration of the contracts in February or March of 2007, as well as
a profit sharing provision based on the actual rate that the charterer generates
from the vessel. Under the profit sharing provision,  the Company receives, on a
quarterly  basis, the first $250 per day (until December 31, 2005) and the first
$1,250 per day (from January 1, 2006 until expiration of the contracts) that the
charterer  generates  from the  vessel in excess of the base rate and 50% of the
excess thereafter above $14,500 per day.

Including the profit-sharing  allocated to the Company from these profit-sharing
agreements,  the Handymax  fleet,  earned on average  approximately  $21,564 per
vessel  per day on a time  charter  equivalent  (TCE)  basis.  During  the first
quarter of 2005,  the Company's  Handysize  vessel M/T Yapi operated in the spot
market,  earning on average  approximately $10,278 per ship per day. The Company
agreed to sell this  vessel and  expects  delivery to its new owners on or about
July 31, 2005.

                                - TABLE FOLLOWS -


The following table presents the Company's fleet list and the employment
agreements:

                                  Year                                 Daily              Profit Sharing
                         Dwt      Built   Charter Type   Expiry      Base Rate          Above Base Rate (2005)
                         ---      -----   ------------   ------      ---------          ----------------------
                                                                               
9 Suezmax Tankers
Timeless..............   154,970  1991    Time Charter    Q2/2007    $28,000       100% first $7,000 + 50% thereafter
Flawless..............   154,970  1991    Time Charter    Q2/2007    $28,000       100% first $7,000 + 50% thereafter
Stopless A............   154,970  1991    Time Charter    Q2/2007    $28,000       100% first $7,000 + 50% thereafter
Priceless.............   154,970  1991        Spot
Faultless B...........   154,970  1992    Time Charter    Q2/2010    $37,000(1)                                  None
Noiseless C...........   149,554  1992        Spot
Stainless A...........   149,599  1992        Spot
Endless...............   135,915  1992        Spot
Limitless.............   136,055  1993        Spot

14 Handymax Tankers
Victorious............    47,084  1991    Time Charter    Q3/2009    $14,500 2     100% first $500   + 50% thereafter
Sovereign.............    47,084  1992    Time Charter    Q3/2009    $14,500 2     100% first $500   + 50% thereafter
Invincible............    47,084  1992    Time Charter    Q3/2009    $14,500 2     100% first $500   + 50% thereafter
Relentless............    47,084  1992    Time Charter    Q3/2009    $14,500 2     100% first $500   + 50% thereafter
Vanguard..............    47,084  1992    Time Charter    Q3/2007    $14,250 3     100% first $250   + 50% thereafter
Restless..............    47,084  1991    Time Charter    Q3/2007    $14,250 3     100% first $250   + 50% thereafter
Spotless..............    47,094  1991    Time Charter    Q3/2007    $14,250 3     100% first $250   + 50% thereafter
Doubtless.............    47,076  1991    Time Charter    Q3/2007    $14,250 3     100% first $250   + 50% thereafter
Faithful..............    45,720  1992    Time Charter    Q2/2007    $14,250 3     100% first $250   + 50% thereafter
Fearless..............    44,646  1992    Time Charter    Q2/2007    $14,250 3     100% first $250   + 50% thereafter
Topless D.............    47,262  1998    Time Charter    Q2/2010    $17,000 4                    30% above base rate
Taintless.............    46,217  1999    Time Charter    Q1/2010    $17,000 4                    30% above base rate
Dauntless.............    46,168  1999    Time Charter    Q1/2010    $17,000 4                    30% above base rate
Soundless E...........    46,185  1999    Time Charter    Q2/2010    $17,000 4                    30% above base rate
Total Tanker DWT       1,998,845


Remaining vessel deliveries during the 2nd quarter:
A. Delivered on April 1, 2005
B. Delivered on April 11, 2005
C. Delivered on April 15, 2005
D. To be delivered on or about April 25, 2005
E. Delivered on April 19, 2005

1. Base rate will change to $36,000 in the third year of the contract and
   $35,000 in the fourth year until expiration.
2. Base rate will change to $14,000 in the third year of the contract until
   expiration.
3. Base rate will change to $13,250 from 1/1/2006 until expiration of the
   contracts, with 100% profit sharing participation in the first $1,250 above
   base rate and 50% thereafter.
4. Base rate will change to $16,250 in the second year of the contract until
   expiration, with 100% profit sharing participation in the first $1,000 above
   base rate and 50% thereafter.

Credit Facility

As of March  31,  2005 TOP  Tankers  had  total  indebtedness  of $340  million,
provided by the Royal Bank of Scotland  and DVB Bank,  maturing in 2013 and 2012
respectively.  On March 31, 2005,  the Company  entered into three interest rate
swap  agreements  with Royal Bank of Scotland for the amounts of $93.5  million,
$36.5  million  and $27.9  million  for a period of five,  four and four  years,
respectively.  Under these agreements the interest rate is fixed at 4.72%, 4.66%
and 4.5775%,  respectively,  in addition to the applicable  margin. The interest
rate for the remaining  balance of the loan is LIBOR,  plus the margin,  whereas
the interest  rate for the DVB loan is LIBOR,  plus 1.25%  margin.  On March 31,
2005, the Company's  ratio of  indebtedness  to total capital was  approximately
50.3%.

Dividend

The Company paid its second  quarterly  dividend of $0.21 per share on April 14,
2005, to shareholders of record as of March 31, 2005.

Conference Call and Webcast

TOP Tankers'  management  team will host a conference  call at 10:00 a.m. EDT on
Tuesday,  April 26, 2005, to review the results and discuss other corporate news
and its outlook.  Participants  should dial into the call 10 minutes  before the
scheduled  time  using  the  following  numbers:  877-407-8035  (from the US and
Canada) or +1 201-689-8035  (from outside the US and Canada).  A live webcast of
the   conference   call   will  also  be   accessible   via  the   Internet   at
www.toptankers.com, or by going to www.vcall.com.

A  telephonic  replay  of the  conference  call  will be  available  by  dialing
877-660-6853  (from the US and Canada) or +1  201-612-7415  (from outside the US
and Canada); enter account number 286 and conference ID number 148997. An online
archive will also be available immediately following the call at the sites noted
above. Both are available through May 2, 2005.

About TOP Tankers Inc.

TOP  Tankers  Inc.  is  an   international   provider  of   worldwide   seaborne
transportation  services of bulk  commodities.  Including  vessels  delivered in
April 2005,  the Company  owns and  operates a fleet of 23 tankers  transporting
crude oil and refined petroleum products. The fleet consists of nine double-hull
Suezmax  tankers and 14  double-hull  Handymax  tankers,  with a total  carrying
capacity of approximately 2.0 million dwt of which 93.1% of the fleet are sister
ships.  Eighteen of the Company's 23 tankers are on time charter  contracts with
an  average  term of over  three  years  with all but one of the  time  charters
including profit sharing agreements.

Forward-Looking Statements

Matters  discussed in this release may  constitute  forward-looking  statements.
Forward-looking  statements  reflect  our current  views with  respect to future
events and financial  performance and may include  statements  concerning plans,
objectives,  goals,  strategies,  future events or  performance,  and underlying
assumptions and other statements,  which are other than statements of historical
facts.

The   forward-looking   statements  in  this  release  are  based  upon  various
assumptions,  many of which  are  based,  in  turn,  upon  further  assumptions,
including without limitation,  management's  examination of historical operating
trends,  data  contained  in our  records  and other data  available  from third
parties.  Although TOP Tankers  believes that these  assumptions were reasonable
when made,  because these  assumptions  are  inherently  subject to  significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control,  TOP Tankers  cannot  assure you that it will achieve or
accomplish these expectations, beliefs or projections.

Important  factors  that,  in our view,  could  cause  actual  results to differ
materially from those discussed in the  forward-looking  statements  include the
strength of world economies and currencies, general market conditions, including
changes in charterhire  rates and vessel values,  failure of a seller to deliver
one or more  vessels,  failure  of a  buyer  to  accept  delivery  of a  vessel,
inability  to  procure  acquisition  financing,  changes  in demand  for oil and
petroleum products,  the effect of changes in OPEC's petroleum production levels
and worldwide  oil  consumption  and storage,  changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled drydocking, changes in
TOP Tankers'  operating  expenses,  including  bunker  prices,  dry-docking  and
insurance  costs,  changes  in  governmental  rules  and  regulations  including
requirements for double-hull tankers or actions taken by regulatory authorities,
potential   liability   from   pending  or  future   litigation,   domestic  and
international political conditions,  potential disruption of shipping routes due
to accidents and political events or acts by terrorists.

Risks and  uncertainties  are further  described in reports filed by TOP Tankers
with the US Securities and Exchange Commission.

                                - TABLES FOLLOW -

TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)

CONSOLIDATED  STATEMENTS  OF INCOME (UNAUDITED)
Expressed in thousands of U.S. Dollars - except for share and per share data)

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2004             2005
                                                 -------          -------

REVENUES:
Voyage revenues                                    7,728           47,291
EXPENSES:
  Voyage expenses                                  1,651            6,490
  Vessel operating expenses                        2,455            8,085
  Depreciation and amortization                    1,378            8,736
  General and administrative expenses                663            2,979
  Foreign currency (gains) / losses, net            (17)               26
                                                --------          -------
  Operating income                                 1,598           20,975
                                                ========          =======

OTHER INCOME (EXPENSES):
  Interest and finance costs                        (414)          (2,510)
  Interest income                                      -              648
  Other, net                                          60                8
                                                --------          -------
  Total other expenses, net                         (354)          (1,854)
                                                --------          -------
Net Income                                         1,244           19,121
                                                ========          =======
Earnings per share, basic and diluted               0.21             0.69
                                                ========          =======
Weighted average number of shares,
basic and diluted                              6,000,000       27,830,990



EBITDA RECONCILIATION
(Expressed in Thousands of U.S. Dollars)
                                                Three Months Ended March 31,
                                                ----------------------------
                                                  2004              2005
                                                 -------          -------

EBITDA                                             3,036           29,719
DEPRECIATION AND AMORTIZATION                     (1,378)          (8,736)
INTEREST AND FINANCE COSTS, NET                     (414)          (1,862)

NET INCOME                                         1,244           19,121



TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)

CONSOLIDATED BALANCE SHEETS
(Expressed  in thousands  of U.S.  Dollars - except
for share and per share data)


                                                   December 31,   March 31,
                                                      2004          2005
                                                      ----          ----
                                                                 (Unaudited)
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                          114,768       52,411
   Other current assets                                26,283       31,503
                                                     --------      -------
       Total current assets                           141,051       83,914

FIXED ASSETS:
   Advances for vessels acquisitions                   25,650      114,765
   Vessels, net                                       355,997      480,837
   Deferred charges and other non-current assets       17,188       16,223
                                                     --------      -------
       Total assets                                   539,886      695,739
                                                     ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                   19,540       32,677
   Dividends payable                                    5,845        5,845
   Other current liabilities                           17,426       14,073
                                                     --------      -------
       Total current liabilities                       42,811       52,595
                                                     --------      -------
LONG-TERM DEBT, net of current portion                175,266      307,138
STOCKHOLDERS' EQUITY                                  321,809      336,006

       Total liabilities and stockholders' equity     539,886      695,739
                                                     ========      =======




TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in thousands of U.S. Dollars)
                                                   Three Months Ended March 31,
                                                   ----------------------------

                                                        2004        2005
                                                        ----        ----


Cash Flows from (used in) Operating Activities:
   Net income                                           1,244       19,121
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                     1,396        8,917
   Change in operating assets and liabilities          (1,823)      (7,652)
                                                       -------     --------
Net Cash from Operating Activities                        817       20,386
                                                       -------     --------

Cash Flows from (used in) Investing Activities:
      Advances for vessels acquisitions                     -      (94,060)
      Acquisition of vessels and equipment            (75,846)    (127,666)
      Other                                              (116)           -
                                                       -------     --------
Net Cash used in Investing Activities                 (75,962)    (221,726)
                                                       -------     --------
Cash Flows from (used in) Financing Activities:
      Proceeds from long-term debt                     59,900      157,531
      Payments of long-term debt                       (1,021)     (10,000)
      Capital contributions                            17,077            -
      Payment of financing costs                         (330)      (2,703)
      Dividends paid                                   (2,318)      (5,845)
                                                       -------     --------
Net Cash from Financing Activities                     73,308      138,983
                                                       -------     --------
Net decrease in cash and cash equivalents              (1,837)     (62,357)
Cash and cash equivalents at beginning of period        2,343      114,768
                                                       -------     --------
Cash and cash equivalents at end of period                506       52,411
                                                       =======     ========
SUPPLEMENTAL CASH FLOW INFORMATION
      Interest paid                                       336        3,370
                                                       =======     ========


                                     # # # #



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)

Dated: April 27, 2005                       By: /s/ Stamatis N. Tsantanis
                                                --------------------------
                                                Stamatis N. Tsantanis
                                                Chief Financial Officer

23116.0001 #566479