Registration Statement No. 333 -

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              STELMAR SHIPPING LTD.
             (Exact name of registrant as specified in its charter)

                Liberia                                         N/A
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                              Stelmar Shipping Ltd.
                            Attn: Peter R. Goodfellow
                                  Status Centre
                                 2A Areos Street
                             Vouliagmeni, GR, 16671
                                 Athens, Greece
                         (011)(30) (210) 891-7200
                     (Name, address and telephone number of
                    Registrant's principal executive office)

                              Stelmar Shipping Ltd
                              Amended and Restated
                             2001 Stock Option Plan
                            (Full Title of the Plan)

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


                               Seward & Kissel LLP
                         Attention: Gary J. Wolfe, Esq.
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 574-1200
                     (Name, address and telephone number of
                               agent for service)

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

                                   Copies to:
                               Gary J. Wolfe, Esq.
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 574-1200

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum       Proposed Maximum
   Title of Each Class of       Amount to be       Offering Price Per     Aggregate Offering          Amount of
Securities to be Registered    Registered (1)         Security (2)             Price (2)         Registration Fee(3)
----------------------------- ------------------ ----------------------- ---------------------- ----------------------
<S>                            <C>                      <C>                  <C>                      <C>
 Common Shares, par value      290,500shares            $17.52               $5,089,560               $411.75
     $ 0.02 per share
----------------------------- ------------------ ----------------------- ---------------------- ----------------------
</TABLE>
(1)      Pursuant to Rule 416(a), also covers additional securities that may be
         offered as a result of stock splits, stock dividends or similar
         transactions.
(2)      Estimated solely for the purpose of determining the registration fee.
(3)      Calculated pursuant to Rule 457(c) based upon the average of the high
         and low prices of the common shares on the New York Stock Exchange on
         September 30, 2003 which was $ 17.52.

                                EXPLANATORY NOTE

                  This Registration Statement on Form S-8 is filed by Stelmar
Shipping Ltd., a corporation incorporated in Liberia (the "Company" or
"Registrant"), relating to 290,500 shares of its common shares, par value $0.02
per share (the "Common Shares"), issuable to employees of the Company under the
Stelmar Shipping Ltd. Amended and Restated 2001 Stock Option Plan (the "Plan").

                  Under cover of this S-8 is our reoffer prospectus prepared in
accordance with Part I of Form F-3. Our reoffer prospectus has been prepared
pursuant to Instruction C of Form S-8 and in accordance with Part I of Form F-3,
and may be used for reofferings and resales on a continuous or delayed basis in
the future of up to an aggregate of 124,000 of our Common Shares which will be
issued under our Amended and Restated 2001 Stock Option Plan.



PART I -      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information

              Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.

Item 2.       Registration Information and Employee Plan Annual Information.

              Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.

<PAGE>

                               REOFFER PROSPECTUS

                              Dated October 1, 2003

                              124,000 Common Shares

                              Stelmar Shipping Ltd.

                  This prospectus relates to the proposed resale from time to
time of up to 124,000 of common shares by the selling shareholders whose names
are set forth in this prospectus.

         We will not receive any of the proceeds from the sale of these
securities by the selling shareholders. However, if options must be exercised in
order to purchase shares of common shares registered under this registration
statement, we will receive the option exercise price.

         Our common shares are currently listed on the New York Stock Exchange
under the symbol "SJH".

                  The selling shareholders may sell their common shares by means
of this prospectus and any applicable prospectus supplement or they may decide
to sell them by other means, including pursuant to Rule 144, however they are
not obligated to sell their common shares at all. The selling shareholders may
sell their common shares from time to time in one or more types of transactions
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, through put or call option transactions relating to the
common shares, through short sales of common shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices, at negotiated prices, or at fixed prices. The
selling shareholders may sell their common shares directly to purchasers, in
private transactions, or through agents, underwriters or broker-dealers. The
selling shareholders will pay any applicable underwriting discounts, selling
commissions and transfer taxes. We will pay all other expenses incident to the
registration of the common shares. The selling shareholders and any
broker-dealers, agents or underwriters that participate in the distribution of
the common shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commission received by them and any profit on
the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

         An investment in these securities involves risks. See the section
entitled "Risk Factors" beginning on page 6.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is October 1, 2003

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.

<PAGE>

                                TABLE OF CONTENTS

PROSPECTUS SUMMARY...........................................................3
RISK FACTORS.................................................................6
USE OF PROCEEDS.............................................................15
FORWARD LOOKING STATEMENTS..................................................15
RATIO OF EARNINGS TO FIXED CHARGES..........................................16
CAPITALIZATION..............................................................16
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION...............................17
ENFORCEMENT OF CIVIL LIABILITIES............................................18
DESCRIPTION OF COMMON SHARES................................................18
EXPENSES....................................................................19
LEGAL MATTERS...............................................................20
EXPERTS.....................................................................20
WHERE YOU CAN FIND ADDITIONAL INFORMATION...................................20

<PAGE>

         In this prospectus, "we", "us" and "our" all refer to Stelmar Shipping
Ltd. and its subsidiaries.

                               PROSPECTUS SUMMARY

         This section summarizes some of the information that is contained in
other documents incorporated by reference in this prospectus. As an investor or
prospective investor, you should review carefully the risk factors and the more
detailed information contained in such other documents.

         We use the term deadweight, or DWT, in describing the size of tanker
vessels. DWT, expressed in metric tons each of which is equivalent to 1000
kilograms, refers to the maximum weight of cargo and supplies that a tanker can
carry.

                                   Our Company

         We are Stelmar Shipping Ltd., an international tanker company. We are
developing our fleet with a primary focus on:

         o        Handymax tankers, which primarily transport refined petroleum
                  products; and

         o        Panamax tankers, which primarily transport crude oil.

         We presently own and operate our current fleet of 30 tankers with a
total cargo carrying capacity of approximately 1.7 million DWT, which includes:

         o        18 Handymax tankers,

         o        8 Panamax tankers, and

         o        4 Aframax tankers.

         In addition, we have contracted for the construction of five Panamax
tankers with Daewoo shipyards in South Korea which are scheduled to be delivered
during the period from November 2003 through July 2004. The total contract cost
is $153.8 million.

         We have also purchased six high specification double-hull Handymax
newbuildings being constructed at STX Shipyards in South Korea. These new
vessels will be delivered between December 2003 and September 2004 at a total
contract price of approximately $173.2 million.

         We own one of the world's youngest and, due to the highly fragmented
market, largest, Handymax and Panamax tanker fleets. We have consistently
operated profitably since 1995, despite the highly cyclical nature of the tanker
industry.

         Since our inception, we have pursued a program of growth through the
purchase of newly constructed and modern secondhand small-to-medium-sized
tankers, with an increasing recent focus on Handymax and Panamax tankers. Over
the past four years, we have expanded the size and carrying capacity of our
current fleet from 826,501 DWT to 1,722,310 DWT, and the average age of our
current fleet by DWT as of June 30, 2003, was approximately seven years, as
compared to approximately 14 years for the world tanker fleet. With the addition
of the five newly-built Panamax tankers and the six Handymax newbuildings
currently under construction, the total cargo carrying capacity of our fleet
will increase to 2.3 million DWT and the average age of our total fleet by DWT
at the completion of delivery will be six years.

         We believe we have established a reputation in the international tanker
industry for maintaining a fleet with high standards of performance, reliability
and safety. We have conducted business with substantially all of the major oil
companies, such as ExxonMobil, Shell International Petroleum Company, BP Amoco
plc and Chevron Texaco, Corp. These companies have previously vetted and
chartered our vessels, and we believe that our vessels will continue to qualify
for future service with these companies. Our current customers include oil
traders and oil companies such as Vitol, Glencore International AG, SK Shipping,
PDVSA, the Venezuelan national oil company, Citgo, ExxonMobil, and Famm, a
commercial arm of Chevron Texaco Corp. In 2002, we derived approximately 22% of
our revenues from the following charterers:

         o        Adam Maritime Corporation, a subsidiary of Glencore
                  International AG; and

         o        ST Shipping, a company related with Adam Maritime Corporation.

         We have historically achieved consistent cash flows and high
utilization rates by chartering most of our tankers for fixed periods of time
under time charters, ranging from one to seven years. We also stage our time
charters so that they expire at different times in order to mitigate the effects
of the cyclical tanker charter market. We generated approximately 89.7% of our
net revenues during the first six months of 2003 from time charters.

         We also trade in the spot market in order to take advantage of
potential market opportunities, to maintain a constant presence in the market
and to strategically monitor market trends. As we expand our fleet of tankers,
we intend to manage the balance of time and spot charters so as to maintain
consistent cash flows, thereby allowing us to take advantage of market
opportunities in a highly cyclical business. When we trade in the spot market,
we generally use brokers to arrange individual voyage charters for our vessels
at rates determined by the market.

                                    Strategy

         The following characterize the international tanker industry:

         o        high fragmentation among vessel owners;

         o        significant volatility resulting in part from OPEC members'
                  production fluctuations;

         o        increasing international emphasis on environmental safety in
                  oil tanker operations; and

         o        an aging world tanker fleet.

         We believe that our business strategy of owning and operating a
large-modern fleet of Handymax tankers, or tankers between 30,000 and 50,000
DWT, and Panamax tankers, or tankers between 50,000 and 80,000 DWT, offers us
favorable business opportunities in the tanker industry. In our view, most
charterers of oil tankers prefer to charter newer vessels and are willing to pay
higher charter rates for them, primarily due to safety and environmental
concerns. Handymax and Panamax tanker rates have also been subject to less
volatility than rates for larger tankers. Finally, by owning a relatively large
tanker fleet, we believe we can realize savings associated with economies of
scale.

         We believe we can maximize operating cash flow and return on our
investments through a six-part strategy:

   o  Operate a Modern, Well-Maintained Fleet. We believe that we operate one of
      the world's most modern and well-maintained Handymax and Panamax tanker
      fleets. We intend to continue to operate a young fleet through selective
      acquisitions of newly-built and modern, high quality, secondhand Handymax
      and Panamax tankers, and by considering disposal of our older vessels and
      employing a rigorous maintenance program.

   o  Operate a Significant Fleet in Selected Markets. We focus on Handymax
      tankers that primarily carry refined oil products and Panamax crude oil
      tankers because rates for those tankers have historically been less
      volatile than rates for larger tankers. Due to the highly fragmented
      market, our current fleet of 18 Handymax tankers and eight Panamax tankers
      constitutes one of the world's largest modern Handymax and Panamax tanker
      fleets. The six Handymax and five Panamax newbuildings will add to that
      fleet when they are delivered.

   o  Capitalize on Our Established Reputation for High Operating Standards. We
      believe that charterers consider factors other than cost when chartering a
      vessel, including the vessel manager's reputation. We believe that we have
      established a reputation in the international tanker industry for
      maintaining high standards of performance, reliability and safety. This
      will aid us in establishing relationships with charterers who are
      concerned with reputation and safety records when chartering vessels.

   o  Achieve High Utilization Rates Through Emphasis on Time Charters. By
      emphasizing time charters, we aim to minimize downtime and attempt to
      maintain consistent cash flows in a cyclical industry. We believe that
      operating Handymax and Panamax tankers offers us greater opportunities for
      period employment.

   o  Maintain Low-Cost, Highly Efficient Operations. We believe we are a
      cost-efficient and reliable international tanker operator because of the
      strength of our management team. It is our objective to reduce operating
      costs through constant evaluation of each vessel's performance and
      concurrent adjustment of operating and chartering procedures to maximize
      each vessel's profitability.

   o  Continue Long-Term Relationships with Major End Users. We have actively
      developed and maintained relationships with major private oil companies,
      oil traders and state owned oil companies. As part of a continuous
      dialogue, we make in-person presentations to these major end-users,
      maintain ongoing telephonic and electronic contact and encourage frequent
      on-site visits.

                               Corporate Structure

         We own each of our vessels through separate wholly-owned subsidiaries
incorporated in Liberia or the British Virgin Islands. Stelmar Tankers
(Management) Ltd., our wholly-owned subsidiary incorporated in Liberia, acts as
technical manager for the fleet, providing services such as managing day-to-day
vessel operations and supervising the crewing, supplying, repairing and
drydocking of vessels. Stelmar Tankers (U.K.) Ltd., our wholly-owned subsidiary
incorporated and headquartered in the United Kingdom, provides commercial
management services, including identifying suitable vessel charter
opportunities, vessel acquisitions and sales.

         We are incorporated under the laws of the Republic of Liberia. We
maintain our principal executive offices at Status Center, 2A Areos Street,
Vouliagmeni GR 16671, Athens, Greece. Our telephone number at that address is
011-30-210-891-7200.

                                  RISK FACTORS

         The following risk factors and other information included in this
prospectus should be carefully considered before making an investment decision.
The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks occur, our business, financial condition, operating results and
cash flows could be materially adversely affected and the trading price of our
securities could decline.

INDUSTRY SPECIFIC RISK FACTORS

The cyclical nature of the tanker industry may lead to volatile changes in
charter rates and vessel values which may adversely affect our earnings

         If the tanker market, which has been cyclical, is depressed in the
future when our vessels' charters expire or when we want to sell a vessel, our
earnings and available cash flow may decrease. Our ability to recharter our
vessels on the expiration or termination of their current spot and time charters
and the charter rates payable under any renewal or replacement charters will
depend upon, among other things, economic conditions in the tanker market.
Fluctuations in charter rates and vessel values result from changes in the
supply and demand for tanker capacity and changes in the supply and demand for
oil and oil products.

         The factors affecting the supply and demand for tanker vessels are
outside of our control, and the nature, timing and degree of changes in industry
conditions are unpredictable. The factors that influence demand for tanker
capacity include:

         o        demand for oil and oil products;

         o        global and regional economic conditions;

         o        the distance oil and oil products are to be moved by sea; and

         o        changes in seaborne and other transportation patterns.

         The factors that influence the supply of tanker capacity include:

         o        the number of newbuilding deliveries;

         o        the scrapping rate of older vessels; and

         o        the number of vessels that are out of service.

If we violate environmental laws or regulations, the resulting liability may
adversely affect our earnings and financial condition

         Our operations are subject to extensive regulation designed to promote
tanker safety, prevent oil spills and generally protect the environment. Local,
national and foreign laws, as well as international treaties and conventions,
can subject us to material liabilities in the event that there is a release of
petroleum or other hazardous substances from our vessels.

         For example, the United States Oil Pollution Act of 1990, or OPA,
provides that owners, operators and bareboat charterers are strictly liable for
the discharge of oil in U.S. waters, including the 200 nautical mile zone off
the U.S. coasts. OPA provides for unlimited liability in some circumstances,
such as a vessel operator's gross negligence or willful misconduct. However, in
most cases OPA limits liability to the greater of $1,200 per gross ton or $10
million per vessel. OPA also permits states to set their own penalty limits.
Most states bordering navigable waterways impose unlimited liability for
discharges of oil in their waters.

         The International Maritime Organization, or IMO, has adopted a similar
liability scheme that imposes strict liability for oil spills, subject to limits
that do not apply if the release is caused by the vessel owner's intentional or
reckless conduct.

         U.S. law, the law in many of the nations in which we operate, and
international treaties and conventions that impact our operations also establish
strict rules governing vessel safety and structure, training, inspections,
financial assurance for potential cleanup liability and other matters. These
requirements can limit our ability to operate, and substantially increase our
operating costs. The U.S. has established strict deadlines for phasing-out
single-hull oil tankers, and both the IMO and the European Union have initiated
similar phase-out periods and the European Commission has approved a timetable
for a general ban on single-hull oil tankers. Under OPA, all oil tankers that do
not have double hulls will be phased out by 2015 and will not be permitted to
come to United States ports or trade in United States waters. One of our vessels
will be prohibited from trading in U.S. waters on January 1, 2010, and eight of
our vessels will be prohibited from trading in U.S. waters on January 1, 2015.

         These requirements can affect the resale value or useful lives of our
vessels. As a result of accidents such as the recent oil spill relating to the
loss of the m.t. Prestige, a 26-year old single-hull tanker owned by a company
not affiliated with us, we believe that regulation of the tanker industry will
continue to become more stringent and more expensive for us and our competitors.
Substantial violations of applicable requirements or a catastrophic release from
one of our vessels could have a material adverse impact on our financial
condition and results of operations.

Because the market value of our vessels may fluctuate significantly, we may
incur losses when we sell vessels which may adversely affect our earnings

         The carrying amount of our vessels on our financial statements does not
necessarily reflect their fair market value, which can fluctuate significantly.
The fair market value of tankers may increase and decrease depending on the
following factors:

         o        general economic and market conditions affecting the tanker
                  industry;

         o        competition from other shipping companies;

         o        types and sizes of vessels;

         o        other modes of transportation;

         o        cost of newbuildings;

         o        governmental or other regulations including required
                  phase-outs of non-double hull tankers;

         o        prevailing level of charter rates; and

         o        technological advances.

         When each of our tankers reaches 15 years of age we consider carefully
the future ownership life of these vessels. Factors considered are the condition
and future tradability of the vessels as well as the capital investment needed
to continue to operate and maintain the vessels to the highest industry
standards. After taking these factors into account, we did not sell three of our
tankers that reached 15 years of age over the past year. An additional seven
tankers in our current fleet will reach 15 years of age in the next two years.
If we determine at any time that a vessel's future limited useful life and
earnings requires us to impair its value on our financial statements, that could
result in a charge against our earnings and the reduction of our shareholder's
equity. If for any reason we sell tankers at a time when tanker prices have
fallen, the sale may be at less than the vessel's carrying amount on our
financial statements, with the result that we would also incur a loss and a
reduction in earnings.

COMPANY SPECIFIC RISK FACTORS

A decline in the market value of our vessels could lead to a default under our
loan agreements and the loss of our vessels

         If the market value of our fleet declines, we may not be able to
refinance our debt or obtain future financing. Also, declining vessel values
could cause us to breach some of the covenants under our financing agreements.
If we are unable to pledge additional collateral, or obtain waivers from our
lenders, our lenders could accelerate our debt and foreclose on our fleet.

Servicing our debt limits funds available for other purposes and if we cannot
service our debt, we may lose our tankers

         We must dedicate a large part of our cash flow from operations to
paying principal and interest on our indebtedness. These payments limit funds
available for working capital, capital expenditures and other purposes. As of
June 30, 2003, we had total indebtedness of $485.8 million and a ratio of
indebtedness to total capital of 59.3%. As we expand our fleet, we will need to
incur additional indebtedness. Our inability to service our debt could lead to
acceleration of our debt and the foreclosure of our fleet.

Our loan agreements contain restrictive covenants which may limit our liquidity
and corporate activities and prevent proper service of debt, which could result
in the loss of our tankers

         Our loan agreements impose significant operating and financial
restrictions on us. These restrictions may limit our ability to:

         o        incur additional indebtedness;

         o        create liens on our assets;

         o        sell capital stock of our subsidiaries;

         o        make investments;

         o        engage in mergers or acquisitions;

         o        pay dividends and make capital expenditures;

         o        change the management of our vessels or terminate or
                  materially amend the management agreement relating to each
                  vessel; and

         o        sell our vessels.

         Therefore, we may need to seek permission from our lenders in order to
engage in some corporate actions. Our lenders' interests may be different from
ours and we cannot guarantee that we will be able to obtain our lenders'
permission when needed. This may prevent us from taking actions that are in our
best interest.

Our earnings may be adversely affected if we do not successfully employ our
tankers on long-term time charters or use them profitably on the spot market

         We seek to deploy our tankers both on time charters and in the spot
market in a manner that will optimize our earnings. As of June 30, 2003, 25
tankers in our current fleet are contractually committed to time charters, with
the remaining terms of these charters ranging from one month to four and a half
years. In terms of net operating days, 83% and 42% of our fleet's capacity are
covered by time charters for 2003 and 2004, respectively. While the spot market
for tankers has recently improved, if market rates drop to previous lower
levels, that could substantially adversely affect our earnings as vessels
complete their current time charters. If we cannot recharter our vessels
successfully on long-term time charters or trade them in the spot market
profitably, our results of operations and operating cash flow may suffer. In
addition, although our time charters provide steady streams of revenue, our
tankers committed to time charters may not be available for spot voyages during
an eventual upswing in the tanker industry cycle, when spot voyages might be
more profitable.

In the highly competitive international tanker market, we may not be able to
compete for charters with new entrants or established companies with greater
resources

         We employ our vessels in a highly competitive market that is capital
intensive and highly fragmented. Competition arises primarily from other tanker
owners, including major oil companies as well as independent tanker companies,
some of which have substantially greater resources than we do. Competition for
the transportation of oil and oil products can be intense and depends on price,
location, size, age, condition and the acceptability of the tanker and its
operators to the charterers. Due in part to the highly fragmented market,
competitors with greater resources could enter and operate larger fleets through
acquisitions or consolidations and may be able to offer better prices and
fleets.

We depend upon a few significant customers for a large part of our revenues. The
loss of one or more of these customers could adversely affect our financial
performance

         We have historically derived a significant part of our revenue from a
small number of charterers. During 2002, approximately 22% of our revenue
derived from two charterers and in 2001, approximately 47% of our revenue for
our fleet derived from three charterers. Seven of the tankers in our current
fleet operate under time charters with Adam Maritime Corporation, a subsidiary
of Glencore International AG, which provided 17.4% of our revenue in 2002 and ST
Shipping, a company related to Adam Maritime Corporation, which provided 4.8%.
The occurrence of any problems with these charterers may adversely affect our
revenues.

As we expand our business, we will need to hire more seafarers and shoreside
personnel; if we cannot recruit suitable employees, we may not have enough
personnel to conduct our operations

         As we expand our fleet, we will need to recruit suitable additional
seafarers and shoreside administrative and management personnel. Our crewing
agent supplies our senior officers and crewmen, all of whom are from the
Philippines. While we have not experienced any difficulty in recruiting to date,
we cannot guarantee that we will be able to continue to hire suitable employees.
If our crewing agent encounters business or financial difficulties, we may not
be able to adequately staff our vessels and our operations may be adversely
affected.

If we fail to manage our planned growth properly, we may not be able to
successfully expand our market share

         From 2001 to 2002, we more than doubled the number of vessels in our
fleet. During 2002, we received delivery of six Panamax newbuildings and three
modern Handymax tankers. Our fleet expansion will continue with the purchase of
the five Panamax tanker newbuildings under construction in South Korea, which
are scheduled to be delivered during the period from November 2003 through July
2004, as well as the purchase of the six Handymax newbuildings which are
scheduled to be delivered between December 2003 and September 2004. In addition
to depending on our ability to procure funding, our growth will also depend on
our ability to:

         o        identify and consummate acquisitions or joint ventures;

         o        integrate any acquired business successfully with our existing
                  operations;

         o        identify new markets;

         o        manage expansion; and

         o        obtain required financing.

         Our current operating and financial systems may not be adequate as we
implement our plan to expand the size of our fleet, and our attempts to improve
those systems may be ineffective. If we are unable to execute the points noted
above, our financial condition may be adversely affected.

We may be unable to attract and retain key management personnel and other
employees in the tanker industry, which may negatively affect the effectiveness
of our management and our results of operations

         Our success depends to a significant extent upon the abilities and
efforts of our management team. Most of our senior executives have each been
with us for over seven years and have significant industry experience. We do not
currently have long term employment contracts with any of our senior executives,
including Peter Goodfellow, our Chief Executive Officer, Stamatis Molaris, our
Chief Financial Officer, Kostas Manoudakis, our Technical Manager, and George
Dienis, our Operations Manager. Our success will depend upon our ability to hire
and retain key members of our management team. The loss of any of these
individuals could adversely affect our business prospects and financial
condition. Difficulty in hiring and retaining personnel could adversely affect
our results of operations. We do not maintain "key man" life insurance on any of
our officers.

Because most of our employees are covered by industry-wide collective bargaining
agreements, failure of industry groups to renew those agreements may disrupt our
operations and adversely affect our earnings

         We employ approximately 900 seafarers and 63 land-based employees in
the Athens and London offices. The employees in Athens are covered by
industry-wide collective bargaining agreements that set basic standards. We
cannot assure you that these agreements will prevent labor interruptions. Any
labor interruptions could disrupt our operations and harm our financial
performance.

Our vessels may suffer damage and we may face unexpected drydocking costs which
could affect our cash flow and financial condition

         If our vessels suffer damage, they may need to be repaired at a
drydocking facility. The costs of drydock repairs are unpredictable and can be
substantial. We may have to pay drydocking costs that our insurance does not
cover. This would decrease earnings. For example, on February 1, 2003, M/T
Keymar was grounded by strong winds and was subsequently refloated. She is
currently undergoing major repairs. Management believes that almost all of the
repair costs will be covered by the vessel's insurers. The vessel is estimated
to remain out of operation until mid-October 2003.

Purchasing and operating secondhand vessels may result in increased operating
costs which could adversely affect our earnings

         We have vessels constructed for us directly by builders and also
purchased secondhand vessels from other owners. Our current business strategy
includes additional growth through the acquisition of additional secondhand
vessels. While we inspect secondhand vessels prior to purchase, this does not
normally provide us with the same knowledge about their condition that we would
have had if these vessels had been built for and operated exclusively by us.
Also, we do not receive the benefit of warranties from the builders if the
vessels we buy are older than one year.

         In general, the costs to maintain a vessel in good operating condition
increase with the age of the vessel. As of June 30, 2003, our fleet included 10
vessels more than 10 years of age. Older vessels are typically less
fuel-efficient than more recently constructed vessels due to improvements in
engine technology. Cargo insurance rates increase with the age of a vessel,
making older vessels less desirable to charterers.

         Governmental regulations, safety or other equipment standards related
to the age of vessels may require expenditures for alterations or the addition
of new equipment, to our vessels and may restrict the type of activities in
which the vessels may engage. We cannot assure you that, as our tankers age,
market conditions will justify those expenditures or enable us to operate our
tankers profitably during the remainder of their useful lives. If we sell
vessels, we are not certain that the price for which we sell them will equal at
least their net carrying amount at that time.

Risks involved with operating ocean going vessels could affect our business and
reputation, which would adversely affect our revenues and stock price

         The operation of an ocean-going vessel carries inherent risks. These
risks include the possibility of:

         o        marine disaster;

         o        piracy;

         o        environmental accidents;

         o        cargo and property losses or damage; and

         o        business interruptions caused by mechanical failure, human
                  error, war, terrorism, piracy, political action in various
                  countries, labor strikes, or adverse weather conditions.

         Any of these circumstances or events could increase our costs or lower
our revenues. For instance, in Venezuela, an oil industry strike has lessened
the flow of oil to the United States and, therefore, the demand for oil on that
route. The involvement of our vessels in an oil spill or other environmental
disaster may harm our reputation as a safe and reliable tanker operator.

We may not have adequate insurance to compensate us if we lose our tankers

         We procure insurance for our fleet against those risks that we believe
the shipping industry commonly insures against. These insurances include hull
and machinery insurance, protection and indemnity insurance, which include
environmental damage and pollution insurance coverage, and war risk insurance.
We do not carry insurance against loss of hire, which is business interruption
coverage following a loss under our hull and machinery policy or other business
interruption. We can give no assurance that we are adequately insured against
all risks. We may not be able to obtain adequate insurance coverage at
reasonable rates for our fleet in the future. The insurers may not pay
particular claims. Our insurance policies contain deductibles for which we will
be responsible, limitations and exclusions which, although we believe are
standard in the shipping industry, may nevertheless increase our costs or lower
our revenue.

Maritime claimants could arrest our tankers, which could interrupt our cash flow

         Crew members, suppliers of goods and services to a tanker, shippers of
cargo and other parties may be entitled to a maritime lien against that tanker
for unsatisfied debts, claims or damages. In many jurisdictions a maritime
lienholder may enforce its lien by arresting a tanker through foreclosure
proceedings. The arrest or attachment of one or more of our tankers could
interrupt our cash flow and require us to make significant payments to have the
arrest lifted.

         In addition, in some jurisdictions, such as South Africa, under the
"sister ship" theory of liability, a claimant may arrest both the vessel which
is subject to the claimant's maritime lien and any "associated" vessel, which is
any vessel owned or controlled by the same owner. Claimants could try to assert
"sister ship" liability against one vessel in our fleet for claims relating to
another of our ships.

Governments could requisition our vessels during a period of war or emergency,
resulting in loss of earnings

         A government could requisition for title or seize our vessels.
Requisition for title occurs when a government takes control of a vessel and
becomes her owner. Also, a government could requisition our vessels for hire.
Requisition for hire occurs when a government takes control of a vessel and
effectively becomes her charterer at dictated charter rates. Generally,
requisitions occur during a period of war or emergency. Government requisition
of one or more of our vessels would negatively impact our revenues.

Our operations outside the United States expose us to global risks that may
interfere with the operation of our vessels

         We are an international company and primarily conduct our operations
outside the United States. Changing economic, political and governmental
conditions in the countries where we are engaged in business or where our
vessels are registered affect us. In the past, political conflicts, particularly
in the Arabian Gulf, resulted in attacks on tankers, mining of waterways and
other efforts to disrupt shipping in the area. For example, in October 2002, the
VLCC Limburg was attacked by terrorists in Yemen. Acts of terrorism and piracy
have also affected vessels trading in regions such as the South China Sea.
Following the terrorist attack in New York City on September 11, 2001, and the
military response of the United States, the likelihood of future acts of
terrorism may increase, and our vessels may face higher risks of being attacked
in the Middle East region. In addition, future hostilities or other political
instability in regions where our vessels trade could affect our trade patterns
and adversely affect our operations and performance.

Existing shareholders, who hold approximately 28% of our common shares, can
exert considerable control over us, which may limit your ability to influence
our actions

         Our former chairman, Stelios Haji-Ioannou, his brother, Polys
Haji-Ioannou, and his sister, Clelia Haji-Ioannou, own, directly or indirectly,
approximately 28% of our outstanding common shares. While they have no
agreement, arrangement or understanding relating to the voting of their common
shares, they may have the effective power to elect all of the members of the
board of directors and to control the vote on substantially all other matters,
including significant corporate actions, without the approval of other
shareholders, including you.

We may have to pay tax on United States source income, which would reduce our
earnings

         Under the United States Internal Revenue Code of 1986, or the Code, a
portion of the gross or net shipping income of a vessel owning or chartering
corporation, such as ourselves and our subsidiaries, may be subject to a 4%
United States federal income tax on 50% of its gross shipping income that is
attributable to transportation that begins or ends, but that does not both begin
and end, in the U.S., unless that corporation is entitled to a special tax
exemption under the Code which applies to the international shipping income
derived by some non-United States corporations. We expect that we and each of
our subsidiaries qualify for this statutory tax exemption and we will take this
position for U.S. tax return reporting purposes. However, there are several
risks that could cause us to become taxed on our U.S. source income. Our former
chairman, Stelios Haji-Ioannou, and his brother and sister have combined
holdings of approximately 28% of our outstanding shares. There is a risk that we
could no longer qualify under the statutory tax exemption if these individuals
or other shareholders with a five percent or greater interest were to combine to
own 50% or more of our outstanding common shares. In addition, due to the
absence of final Treasury regulations or other definitive authority concerning
some aspects of this tax exemption under the relevant provisions of the Code and
to the factual nature of the issues involved, we can give no assurances on our
tax-exempt status or that of any of our subsidiaries.

         If we or our subsidiaries are not entitled to this statutory tax
exemption for any taxable year, we or our subsidiaries could be subject for
those years to an effective 4% United States federal income tax on the portion
of the income these companies derive during the year from United States sources.
The imposition of this taxation would have a negative effect on our business and
would result in decreased earnings available for distribution to our
shareholders.

If U.S. tax authorities were to treat us as a "Passive Foreign Investment
Company," that could have adverse consequences on U.S. holders

         A foreign corporation will be treated as a "passive foreign investment
company" for U.S. Federal income tax purposes if either (1) at least 75% of its
gross income for any taxable year consists of certain types of "passive income",
or (2) at least 50% of the average value of the corporation's assets produce, or
are held for the production of, such types of "passive income." For purposes of
these tests, "passive income" includes dividends, interest, and gains from the
sale or exchange of investment property and rents and royalties other than rents
and royalties which are received from unrelated parties in connection with the
active conduct of trade or business. For purposes of these tests, income derived
from the performance of services does not constitute "passive income." Those
holders of a passive foreign investment company who are citizens or residents of
the United States or domestic entities would be subject to a special adverse
U.S. Federal income tax regime with respect to the income derived by the passive
foreign investment company, the distributions they receive from the passive
foreign investment company and the gain, if any, they derive from the sale or
other disposition of their shares in the passive foreign investment company.

         Based on our current operations and future projections, we do not
believe that we are, nor do we expect to become, a passive foreign investment
company with respect to any taxable year. Since we expect to derive
substantially all of our income each year from the time chartering and voyage
chartering activities of our wholly-owned subsidiaries, we believe that such
income will be treated for relevant U.S. Federal income tax purposes as services
income, rather than rental income. Correspondingly, such income should not
constitute "passive income," and the assets that we or our wholly-owned
subsidiaries own and operate in connection with the production of that income,
in particular our vessels, should not constitute passive assets for purposes of
determining whether we are a passive foreign investment company in any taxable
year. However, no assurance can be given that the Internal Revenue Service will
accept this position or that we would not constitute a passive foreign
investment company for any future taxable year if there were to be changes in
the nature and extent of our operations.

Because we generate all of our revenues in U.S. dollars but incur a significant
portion of our expenses in other currencies, exchange rate fluctuations could
hurt our results of operations

         We generate all of our revenues in U.S. dollars but incur approximately
20% of our vessel operating expenses in currencies other than U.S. dollars. This
variation in operating revenues and expenses could lead to fluctuations in net
income due to changes in the value of the U.S. dollar relative to the other
currencies, in particular the Japanese yen, the Euro, the Singapore dollar and
the British pound sterling. Expenses incurred in foreign currencies against
which the U.S. dollar falls in value can increase, decreasing our revenues. We
do not hedge these risks. Our operations could suffer as a result.

Interest rate fluctuations may significantly affect our loan payments, which
could adversely affect our financial condition

         At June 30, 2003, a significant portion of our loans bore interest at
floating rates. Increases in prevailing rates could increase the amounts that we
would have to pay to our lenders. As of June 30, 2003, we have interest rate cap
and swap agreements expiring between 2005 and 2007 for approximately 24.4% of
the then outstanding principal amounts of our loans that may mitigate some of
this exposure.

Because we are a foreign corporation, you may not have the same rights that a
shareholder in a U.S. corporation may have

         We are a Liberian corporation. Our articles of incorporation and bylaws
and the Business Corporation Act of Liberia 1976 govern our affairs. While the
Liberian Business Corporation Act resembles provisions of the corporation laws
of a number of states in the United States, Liberian law does not as clearly
establish your rights and the fiduciary responsibilities of our directors as do
statutes and judicial precedent in some U.S. jurisdictions. However, while the
Liberian courts generally follow U.S. court precedent, there have been few
judicial cases in Liberia interpreting the Liberian Business Corporation Act.
Investors may have more difficulty in protecting their interests in the face of
actions by the management, directors or controlling shareholders than would
shareholders of a corporation incorporated in a U.S. jurisdiction which has
developed a substantial body of case law.

                                 USE OF PROCEEDS

                  We will not receive any of the proceeds from this offering. If
any of the selling shareholders were to exercise an option to acquire the common
shares sold pursuant to this resale prospectus, we would receive the option
exercise price. As of the date of this prospectus, no options have been granted
pursuant to the our Amended and Restated 2001 Stock Option Plan, however, in the
future, we may grant options from this plan.

                           FORWARD LOOKING STATEMENTS

         Matters discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements 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.

         We desire to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are including this
cautionary statement in connection with this safe harbor legislation. This
document and any other written or oral statements made by us or on our behalf
may include forward-looking statements which reflect our current views with
respect to future events and financial performance. The words "believe,"
"except," "anticipate," "intends," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect" and similar expressions identify
forward-looking statements.

         The forward-looking statements in this document 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 we believe 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, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.

         In addition to these important factors and matters discussed elsewhere
in this prospectus, and in the documents incorporated by reference in this
prospectus, 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 fluctuations in charterhire rates and vessel values, changes in demand
in the tanker market, as a result of changes in OPEC's petroleum production
levels and world wide oil consumption and storage, changes in the company's
operating expenses, including bunker prices, drydocking and insurance costs,
changes in governmental rules and regulations or actions taken by regulatory
authorities including those that may limit the commercial useful lives of oil
tankers, potential liability from pending or future litigation, general domestic
and international political conditions, potential disruption of shipping routes
due to accidents or political events, and other important factors described from
time to time in the reports we file with the Securities and Exchange Commission
and the New York Stock Exchange.

                  SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

                  All of the common shares registered for sale under this
prospectus will be owned prior to the offer and sale of such shares by our
current or former employees, officers, directors, consultants and/or advisors
(the "selling shareholders"). All of the shares owned by the selling
shareholders will be acquired by them on exercise of options granted pursuant to
our Amended and Restated 2001 Stock Option Plan. The names of the selling
shareholders are set forth below.

                  We are registering the common shares covered by this
prospectus for the selling shareholders. As used in this prospectus, "selling
shareholders" includes the pledgees, donees, transferees or others who may later
hold the selling shareholders' interests. We will pay the costs and fees of
registering the common shares, but the selling shareholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common shares.

                  The selling shareholders may sell their common shares by means
of this prospectus and any applicable prospectus supplement or they may decide
to sell them by other means, including pursuant to Rule 144, however they are
not obligated to sell their common shares at all. The selling shareholders may
sell their common shares from time to time in one or more types of transactions
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, through put or call option transactions relating to the
common shares, through short sales of common shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices, at negotiated prices, or at fixed prices. The
selling shareholders may sell their common shares directly to purchasers, in
private transactions, or through agents, underwriters or broker-dealers. The
selling shareholders will pay any applicable underwriting discounts, selling
commissions and transfer taxes. We will pay all other expenses incident to the
registration of the common shares. The selling shareholders and any
broker-dealers, agents or underwriters that participate in the distribution of
the common shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commission received by them and any profit on
the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

                  Additional information related to the selling shareholders and
the plan of distribution may be provided in one or more supplemental
prospectuses.

                 The following table sets forth the names of the selling
shareholders who may sell their shares pursuant to this prospectus. The selling
shareholders have, or within the past three years have had, positions, offices
or other material relationships with us or with our predecessors or affiliates.
The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
shares by the selling shareholders and as adjusted to give effect to the sale of
all the common shares offered by the selling shareholders pursuant to this
prospectus.
<TABLE>
<CAPTION>
    Selling Shareholder        Shares Held Before the      Shares Being       Shares Held After       Percentage Owned
                                    Offering(1)              Offered            the Offering         After the Offering
<S>                                     <C>                   <C>                   <C>                 <C>
       Thomas Amonett                     2,000                2,000                  --                      --

      Terence Coghlin                     2,000                2,000                  --                      --

      Peter Goodfellow                  125,977               75,000                 50,977             Less than 1%

        Nick Hartley                     12,050                9,000                  3,050             Less than 1%

        Roger Haynes                      4,000                4,000                  --                      --

    George Karageorgiou                  11,150                7,000                  4,150             Less than 1%

      Stamatis Molaris                   53,639               25,000                 28,639             Less than 1%
</TABLE>
(1)      Includes both shares currently held and shares issuable on exercise of
         options.


                        ENFORCEMENT OF CIVIL LIABILITIES

         We are a Liberian company, and our executive offices and administrative
activities and assets, as well as those of certain of the experts named in this
prospectus, are located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon us or those persons or to enforce both in the United States and outside the
United States judgments against us or those persons obtained in United States
courts in any action, including actions predicated upon the civil liability
provisions of the federal securities laws of the United States. In addition, our
directors and officers are residents of jurisdictions other than the United
States, and all or a substantial portion of the assets of those persons are or
may be located outside the United States. As a result, it may be difficult for
investors to effect service of process within the United States on those persons
or to enforce against them judgments obtained in United States courts, including
judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. We have been advised by our legal counsel,
Seward & Kissel LLP, that there is uncertainty as to whether the courts of
Liberia would (i) enforce judgments of United States courts obtained against us
or such persons predicated upon the civil liability provisions of the federal
securities laws of the United States or (ii) entertain original actions brought
in Liberian courts against us or such persons predicated upon the federal
securities laws of the United States.

                          DESCRIPTION OF COMMON SHARES

Authorized and Outstanding Capital Stock

         Under our articles of incorporation, our authorized capital stock
consists of 25 million common shares, par value $0.02 per share, of which
17,285,688 are issued and outstanding, and 20 million preferred shares, par
value $0.01 per share, of which none are issued and outstanding. All of our
shares are in registered form.

Share History

         We issued 40,000 common shares, par value $1,000 per share on March 28,
1997. On April 17, 2000, we amended the articles of incorporation to issue 20
million common shares and 20 million preferred shares, and changed the par value
to $.01 per share for both classes of shares. On April 17, 2000, we issued
3,900,000 common shares to Stelshi Holding Ltd., 1,800,000 common shares to
Stelchi Holding Ltd. and 1,800,000 common shares to Stelphi Holding Ltd. We also
reduced our stated capital from $40 million to $400,000, with all shareholders'
equity above $400,000 being assigned to surplus. On December 31, 1999, we issued
149,500 shares to our directors and employees. On February 27, 2001, we
effectuated a one-for-two reverse share split, raised the par value of our
common shares to $.02 per share, and increased our authorized common shares to
25 million shares. In March 2001, we completed an initial public offering for
the issuance of an additional 8,050,000 of our common shares at $12.00 per share
through a syndicate of underwriters. In April 2002, we completed a follow-on
offering for the issuance of an additional 4,945,000 shares of our common
shares, at $14.00 per share, through a syndicate of underwriters. The total
proceeds from the offering before expenses were approximately $65,422,350. In
March 2003, we issued 445,622 of our common shares to Polar Light S.A. and Broad
Holdings S.A. as partial compensation for the agreement to sell to us on their
delivery the six Handymax tankers currently under construction in South Korea.

Common Shares

         As of the date of this prospectus, we have 17,285,688 common shares
outstanding. Each outstanding common share entitles the holder to one vote on
all matters submitted to a vote of shareholders. Subject to preferences that may
be applicable to any outstanding preferred shares, holders of common shares are
entitled to receive ratably all dividends, if any, declared by the board of
directors out of funds legally available for dividends. Holders of common shares
do not have conversion, redemption or preemptive rights to subscribe to any or
our securities. All outstanding common shares are fully paid and nonassessable.
The rights, preferences and privileges of holders of common shares are subject
to the rights of the holders of any preferred shares which we may issue in the
future.

         Our common shares are listed on the New York Stock Exchange under the
symbol "SJH."

                                    EXPENSES

         The following are the estimated expenses of the issuance and
distribution of the securities being registered under the registration statement
of which this prospectus forms a part, all of which will be paid by us.

                       SEC registration fee                 $  412
                       Printing and engraving expenses     $10,000
                       Legal fees and expenses             $40,000
                       NYSE Listing Fee                          -
                       Accounting fees and expenses              -
                       Miscellaneous                        $5,000
                                                           -------

                       Total                               $55,412
                                                           =======




                                  LEGAL MATTERS

         The validity of the securities offered by this prospectus will be
passed upon for us by Seward & Kissel LLP, New York, New York with respect to
matters of U.S. and Liberian law.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 20-F for the year ended December 31, 2002, filed
with the SEC on June 19, 2003, have been audited by Ernst & Young, independent
accountants, as stated in their report, which is incorporated in this prospectus
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

         WHERE YOU CAN FIND ADDITIONAL INFORMATION

Government Filings

         We file annual and special reports within the Securities and Exchange
Commission. You may read and copy any document that we file at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
In addition, you can obtain information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

Information Incorporated by Reference

         The SEC allows us to "incorporate by reference" information that we
file with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.

         We incorporate by reference our Annual Report on Form 20-F, as amended,
for the fiscal year ended December 31, 2002, filed with the SEC on June 19,
2003, which contains audited consolidated financial statements for the most
recent fiscal year for which those statements have been filed. We also
incorporate by reference the report of our 2003 first and second quarter
results, filed with the SEC on July 8, 2003 and August 29, 2003, respectively,
on Form 6-K, which contain unaudited consolidated financial statements for the
most recent quarter for which those statements have been filed. Additionally, we
incorporate by reference any future filings we will make with the SEC under the
Securities Exchange Act if such filings state that they are incorporated by
reference into this prospectus, until we file a post-effective amendment
indicating that the offering of securities made by this prospectus has been
completed.

         You may request a free copy of the above mentioned filing or any
subsequent filing we incorporated by reference to this prospectus by writing or
telephoning us at the following address:

                  Stelmar Shipping Ltd.
                  Status Center
                  2A Areos Street
                  Vouliagmeni, GR 16671
                  Athens
                  Greece
                  011-(30)-210-891-7200
                  http://www.stelmar.com

Information Provided by the Company

         We will furnish holders of our common shares with annual reports
containing audited financial statements and a report by our independent public
accountants, and intend to furnish quarterly reports containing selected
unaudited financial data for the first three quarters of each fiscal year. The
audited financial statements will be prepared in accordance with United States
generally accepted accounting principles and those reports will include a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section for the relevant periods. As a "foreign private issuer," we
are exempt from the rules under the Securities Exchange Act prescribing the
furnishing and content of proxy statements to shareholders. While we intend to
furnish proxy statements to any shareholder in accordance with the rules of the
New York Stock Exchange, those proxy statements are not expected to conform to
Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition,
as a "foreign private issuer," we are exempt from the rules under the Exchange
Act relating to short swing profit reporting and liability.

PART II       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents By Reference.

              The following documents which have previously been filed by the
company with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference.

              (i) The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Commission on June 19, 2003;

              (ii) The Company's Quarterly Report for the first quarter on Form
6-K, furnished to the Commission on July 8, 2003;

              (iii) The Company's Quarterly Report for the second quarter on
Form 6-K, furnished to the Commission on August 29, 2003; and

              (iv) The "Description of Registrant's Securities to be Registered"
contained in the Corporation's Registration Statement on Form 8-A dated
September 27, 1993 filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

              In addition, all reports and other documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from their respective dates of
filing.

              Any document or statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement or document. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Names Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

         The By-Laws of the Registrant provide that:

                  (i) any person who is or was a director or officer of the
                      Corporation, or is or was serving at the request of the
                      Corporation as a director or officer of another,
                      partnership, joint venture, trust or other enterprise
                      shall be entitled to be indemnified by the Corporation
                      upon the same terms, under the same conditions, and to the
                      same extent as authorized by Section 6.13 of the Business
                      Corporation Act of 1976 of the Republic of Liberia, if he
                      acted in good faith and in a manner he reasonably believed
                      to be in or not opposed to the best interests of the
                      Corporation, and, with respect to any criminal action or
                      proceeding, had reasonable cause to believe his conduct
                      was unlawful.

         Section 6.13 of the Liberian Business Corporation Act provides as
follows:

                  Indemnification of directors and officers.

                  (1) Actions not by or in right of the corporation. A
                      corporation shall have the power to indemnify any person
                      who was or is a party or is threatened to be made a party
                      to any threatened, pending or completed action, suit or
                      proceeding whether civil, criminal, administrative or
                      investigative (other than an action by or in the right of
                      the corporation) by reason of the fact that he is or was a
                      director or officer of the corporation, or is or was
                      serving at the request of the corporation as a director or
                      officer of another corporation, partnership, joint
                      venture, trust or other enterprise, against expenses
                      (including attorneys' fees), judgments, fines and amounts
                      paid in settlement actually and reasonably incurred by him
                      in connection with such action, suit or proceeding if he
                      acted in good faith and in a manner he reasonably believed
                      to be in or not opposed to the best interests of the
                      corporation, and, with respect to any criminal action or
                      proceeding, had no reasonable cause to believe his conduct
                      was unlawful. The termination of any action, suit or
                      proceeding by judgment, order, settlement, conviction, or
                      upon a plea of no contest, or its equivalent, shall not,
                      of itself, create a presumption that the person did not
                      act in good faith and in a manner which he reasonable
                      believed to be in or not opposed to the bests interests of
                      the corporation, and, with respect to any criminal action
                      or proceeding, had reasonable cause to believe that his
                      conduct was unlawful.

                  (2) Actions by or in right of the corporation. A
                      corporation shall have power to indemnify any person who
                      was or is a party or is threatened to be made a party to
                      any threatened, pending or completed action or suit by or
                      in the right of the corporation to procure judgment in its
                      favor by reason of the fact that he is or was a director
                      or officer of the corporation, or is or was serving at the
                      request of the corporation as a director or officer of
                      another corporation, partnership, joint venture, trust or
                      other enterprise against expenses (including attorneys'
                      fees) actually and reasonably incurred by him or in
                      connection with the defense or settlement of such action
                      or suit if he acted in good faith and in a manner he
                      reasonably believed to be in or nor opposed to the best
                      interests of the corporation and except that no
                      indemnification shall be made in respect of any claim,
                      issue or matter as to which such person shall have been
                      adjudged to be liable for negligence or misconduct in the
                      performance of his duty to the corporation unless and only
                      to the extent that the court in which such action or suit
                      was brought shall determine upon application that, despite
                      the adjudication of liability but in view of all the
                      circumstances of the case, such person is fairly and
                      reasonably entitled to indemnity for such expenses which
                      the court shall deem proper.

                  (3) When director or officer successful. To the extent
                      that director or officer of a corporation has been
                      successful on the merits or otherwise in defense of any
                      action, suit or proceeding referred to in paragraphs 1 or
                      2, or in the defense of a claim, issued or matter therein,
                      he shall be indemnified against expenses (including
                      attorneys' fees) actually and reasonably incurred by him
                      in connection therewith.

                  (4) Payment of expenses in advance. Expenses incurred in
                      defending a civil or criminal action, suit or proceeding
                      may be paid in advance of the final deposition of such
                      action, suit or proceeding as authorized by the board of
                      directors in the specific case upon receipt of an
                      undertaking by or on behalf of the director or officer to
                      repay such amount if it shall ultimately be determined
                      that he is not entitled to be indemnified by the
                      corporation as authorized in this section.

                  (5) Insurance. A corporation shall have power to purchase
                      and maintain insurance on behalf of any person who is or
                      was a director or officer of the corporation or is or was
                      serving at the request of the corporation as a director or
                      officer against any liability asserted against him and
                      incurred by him in such capacity whether or not the
                      corporation would have the power to indemnify him against
                      such liability under the provisions of this section.

                  (6) Other rights of indemnification unaffected. The
                      indemnification and advancement of expenses provided by,
                      or granted pursuant to, this section shall not be deemed
                      exclusive of any other rights to which those seeking
                      indemnification or advancement of expenses may be entitled
                      under any bylaw, agreement, vote of shareholders or
                      disinterested directors or otherwise, both as to action in
                      such person's official capacity and as to action in
                      another capacity while holding such office.

                  (7) Continuation of indemnification. The indemnification
                      and advancement of expenses provided by, or granted
                      pursuant to, this section shall, unless otherwise provided
                      when authorized or ratified, continue as to a person who
                      has ceased to be a director, officer, employee or agent
                      and shall inure to the benefit of the heirs, executors and
                      administration of such persons.

Item 7.       Exemption From Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.

  Exhibit Number                           Description
  --------------                           -----------

         4.1      Common Share Certificate (Incorporated by reference to Exhibit
                  4 to the Company's registration statement on Form F-1 (SEC
                  Registration No. 333-13128))

         4.2      Amended and Restated 2001 Stock Option Plan

         5        Opinion of Seward & Kissel LLP, special counsel to Stelmar
                  Shipping, Ltd.

         23.1     Consent of Seward & Kissel LLP (included in Exhibit 5)

         23.2     Consent of Ernst & Young

         24       Power of Attorney (included in the signature page of this
                  Registration Statement)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      registration statement

                      (i) To include any prospectus required by Section 10(a)(3)
                      of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement. Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement;

                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                      provided, however, that paragraphs (a)(1)(i) and
                      (a)(1)(ii) do not apply if the information required to be
                      included in a post-effective amendment by those paragraphs
                      is contained in periodic reports filed by the Registrant
                      pursuant to Section 13 or Section 15(d) of the Exchange
                      Act that are incorporated by reference in this
                      Registration Statement;

                  (2) That, for the purpose of determining any liability
                      under the Securities Act of 1933, as amended (the "Act"),
                      each such post-effective amendment shall be deemed to be a
                      new registration statement relating to the securities
                      offered therein, and the offering of such securities at
                      that time shall be deemed to be the initial bona fide
                      offering thereof;

                  (3) To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering;

                  (4) That, for purposes of determining any liability under the
                      Securities Act of 1933, each filing of the registrant's
                      annual report pursuant to Section 13(a) or 15(d) of the
                      Securities Exchange Act of 1934 (and, where applicable,
                      each filing of an employee benefit plan's annual report
                      pursuant to Section 15(d) of the Securities Exchange Act
                      of 1934) that is incorporated by reference in the
                      registration statement shall be deemed to be a new
                      registration statement relating to the securities offered
                      therein, and the offering of such securities at that time
                      shall be deemed to be the initial bona fide offering
                      thereof; and

                  (5) That, insofar as indemnification for liabilities arising
                      under the Securities Act may be permitted to directors,
                      officers and controlling persons of the Registrant
                      pursuant to the foregoing provisions, or otherwise, the
                      Registrant has been advised that in the opinion of the
                      Commission such indemnification is against public policy
                      as expressed in the Securities Act and is, therefore,
                      unenforceable. In the event that a claim for
                      indemnification against such liabilities (other than the
                      payment by the Registrant or expenses incurred or paid by
                      a director, officer or controlling person of the
                      Registrant in the successful defense of any action, suit
                      or proceeding) is asserted by such director, officer or
                      controlling person in connection with the securities being
                      registered, the Registrant will, unless in the opinion of
                      its counsel the matter has been settled by controlling
                      precedent, submit to a court of appropriate jurisdiction
                      the question whether such indemnification by it is against
                      public policy as expressed in the Securities Act and will
                      be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on October 1, 2003.

                                        STELMAR SHIPPING LTD.



                                        By:        /s/ Peter R. Goodfellow

                                                   -----------------------------
                                        Name:      Peter R. Goodfellow

                                        Title:     Chief Executive Officer



                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Peter Goodfellow,
Stamatis Molaris, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on
October 1, 2003 in the capacities indicated.

             Signature                         Title
             ---------                         -----


/s/ Nicholas Hartley         Chairman of the Board of Directors and Director
--------------------------
Nicholas Hartley


/s/ Peter R. Goodfellow      Chief Executive Officer, President and Director
--------------------------
Peter R. Goodfellow


/s/ Stamatis Molaris         Chief Financial Officer and Director
--------------------------
Stamatis Molaris


/s/ Thomas N. Amonett        Director
--------------------------
Thomas N. Amonett


/s/ Terence Coghlin          Director
--------------------------
Terence Coghlin



--------------------------   Director
Roger Haynes


/s/ Eileen Kamerick          Director
--------------------------
Eileen Kamerick


/s/ George Karageorgiou      Director
--------------------------
George Karageorgiou
<PAGE>

                            Authorized Representative



                  Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Stelmar
Shipping Ltd., has signed this registration statement in the City of Newark,
State of Delaware, on October 1, 2003.


PUGLISI & ASSOCIATES


By: /s/ Donald J. Puglisi
   ---------------------------------
Name:    Donald J. Puglisi
Title:   Managing Director
<PAGE>

     Exhibits
       Filed                               DESCRIPTION
     Herewith                              -----------
     --------
                                      Description of Exhibits
                                      -----------------------



         4.2      Amended and Restated 2001 Stock Option Plan

         5        Opinion of Seward & Kissel LLP, special counsel to Stelmar
                  Shipping Ltd.

         23.1     Consent of Seward & Kissel (included in Exhibit 5.1)

         23.2     Consent of Ernst & Young

         24       Power of Attorney (contained on signature page)

02509.0009 #424590
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{"company-data": {"conformed-name": "STELMAR SHIPPING LTD", "cik": "0001133882", "assigned-sic": "4412", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109357", "film-number": "03920856"}, "business-address": {"street1": "STATUS CENTER 2A AREOS STREET", "street2": "VOULIAGMENI GR 16671 ATHENS GREECE", "city": "ATHENS GREECE", "state": "J3", "zip": "00000", "phone": "0113019670"}}
Registration Statement No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              STELMAR SHIPPING LTD.
             (Exact name of registrant as specified in its charter)

                Liberia                                         N/A
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                              Stelmar Shipping Ltd.
                            Attn: Peter R. Goodfellow
                                  Status Centre
                                 2A Areos Street
                             Vouliagmeni, GR, 16671
                                 Athens, Greece
                         (011)(30) (210) 891-7200
                     (Name, address and telephone number of
                    Registrant's principal executive office)

                              Stelmar Shipping Ltd
                              Amended and Restated
                             2001 Stock Option Plan
                            (Full Title of the Plan)

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

                               Seward & Kissel LLP
                         Attention: Gary J. Wolfe, Esq.
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 574-1200
                     (Name, address and telephone number of
                               agent for service)

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

                                   Copies to:
                               Gary J. Wolfe, Esq.
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 574-1200
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum       Proposed Maximum
   Title of Each Class of       Amount to be       Offering Price Per     Aggregate Offering          Amount of
Securities to be Registered    Registered (1)         Security (2)             Price (2)         Registration Fee(3)
----------------------------- ------------------ ----------------------- ---------------------- ----------------------
Common Shares, par value      290,500shares            $17.52               $5,089,560               $411.75
     $ 0.02 per share
----------------------------- ------------------ ----------------------- ---------------------- ----------------------
(1)      Pursuant to Rule 416(a), also covers additional securities that may be
         offered as a result of stock splits, stock dividends or similar
         transactions.
(2)      Estimated solely for the purpose of determining the registration fee.
(3)      Calculated pursuant to Rule 457(c) based upon the average of the high
         and low prices of the common shares on the New York Stock Exchange on
         September 30, 2003 which was $ 17.52.

                                EXPLANATORY NOTE

                  This Registration Statement on Form S-8 is filed by Stelmar
Shipping Ltd., a corporation incorporated in Liberia (the "Company" or
"Registrant"), relating to 290,500 shares of its common shares, par value $0.02
per share (the "Common Shares"), issuable to employees of the Company under the
Stelmar Shipping Ltd. Amended and Restated 2001 Stock Option Plan (the "Plan").

                  Under cover of this S-8 is our reoffer prospectus prepared in
accordance with Part I of Form F-3. Our reoffer prospectus has been prepared
pursuant to Instruction C of Form S-8 and in accordance with Part I of Form F-3,
and may be used for reofferings and resales on a continuous or delayed basis in
the future of up to an aggregate of 124,000 of our Common Shares which will be
issued under our Amended and Restated 2001 Stock Option Plan.

PART I -      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information

              Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.

Item 2.       Registration Information and Employee Plan Annual Information.

              Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
REOFFER PROSPECTUS

                              Dated October 1, 2003

                              124,000 Common Shares

                              Stelmar Shipping Ltd.

                  This prospectus relates to the proposed resale from time to
time of up to 124,000 of common shares by the selling shareholders whose names
are set forth in this prospectus.

         We will not receive any of the proceeds from the sale of these
securities by the selling shareholders. However, if options must be exercised in
order to purchase shares of common shares registered under this registration
statement, we will receive the option exercise price.

         Our common shares are currently listed on the New York Stock Exchange
under the symbol "SJH".

                  The selling shareholders may sell their common shares by means
of this prospectus and any applicable prospectus supplement or they may decide
to sell them by other means, including pursuant to Rule 144, however they are
not obligated to sell their common shares at all. The selling shareholders may
sell their common shares from time to time in one or more types of transactions
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, through put or call option transactions relating to the
common shares, through short sales of common shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices, at negotiated prices, or at fixed prices. The
selling shareholders may sell their common shares directly to purchasers, in
private transactions, or through agents, underwriters or broker-dealers. The
selling shareholders will pay any applicable underwriting discounts, selling
commissions and transfer taxes. We will pay all other expenses incident to the
registration of the common shares. The selling shareholders and any
broker-dealers, agents or underwriters that participate in the distribution of
the common shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commission received by them and any profit on
the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

         An investment in these securities involves risks. See the section
entitled "Risk Factors" beginning on page 6.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is October 1, 2003

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.
TABLE OF CONTENTS

PROSPECTUS SUMMARY...........................................................3
RISK FACTORS.................................................................6
USE OF PROCEEDS.............................................................15
FORWARD LOOKING STATEMENTS..................................................15
RATIO OF EARNINGS TO FIXED CHARGES..........................................16
CAPITALIZATION..............................................................16
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION...............................17
ENFORCEMENT OF CIVIL LIABILITIES............................................18
DESCRIPTION OF COMMON SHARES................................................18
EXPENSES....................................................................19
LEGAL MATTERS...............................................................20
EXPERTS.....................................................................20
WHERE YOU CAN FIND ADDITIONAL INFORMATION...................................20
In this prospectus, "we", "us" and "our" all refer to Stelmar Shipping
Ltd. and its subsidiaries.

                               PROSPECTUS SUMMARY

         This section summarizes some of the information that is contained in
other documents incorporated by reference in this prospectus. As an investor or
prospective investor, you should review carefully the risk factors and the more
detailed information contained in such other documents.

         We use the term deadweight, or DWT, in describing the size of tanker
vessels. DWT, expressed in metric tons each of which is equivalent to 1000
kilograms, refers to the maximum weight of cargo and supplies that a tanker can
carry.

                                   Our Company

         We are Stelmar Shipping Ltd., an international tanker company. We are
developing our fleet with a primary focus on:

         o        Handymax tankers, which primarily transport refined petroleum
                  products; and

         o        Panamax tankers, which primarily transport crude oil.

         We presently own and operate our current fleet of 30 tankers with a
total cargo carrying capacity of approximately 1.7 million DWT, which includes:

         o        18 Handymax tankers,

         o        8 Panamax tankers, and

         o        4 Aframax tankers.

         In addition, we have contracted for the construction of five Panamax
tankers with Daewoo shipyards in South Korea which are scheduled to be delivered
during the period from November 2003 through July 2004. The total contract cost
is $153.8 million.

         We have also purchased six high specification double-hull Handymax
newbuildings being constructed at STX Shipyards in South Korea. These new
vessels will be delivered between December 2003 and September 2004 at a total
contract price of approximately $173.2 million.

         We own one of the world's youngest and, due to the highly fragmented
market, largest, Handymax and Panamax tanker fleets. We have consistently
operated profitably since 1995, despite the highly cyclical nature of the tanker
industry.

         Since our inception, we have pursued a program of growth through the
purchase of newly constructed and modern secondhand small-to-medium-sized
tankers, with an increasing recent focus on Handymax and Panamax tankers. Over
the past four years, we have expanded the size and carrying capacity of our
current fleet from 826,501 DWT to 1,722,310 DWT, and the average age of our
current fleet by DWT as of June 30, 2003, was approximately seven years, as
compared to approximately 14 years for the world tanker fleet. With the addition
of the five newly-built Panamax tankers and the six Handymax newbuildings
currently under construction, the total cargo carrying capacity of our fleet
will increase to 2.3 million DWT and the average age of our total fleet by DWT
at the completion of delivery will be six years.

         We believe we have established a reputation in the international tanker
industry for maintaining a fleet with high standards of performance, reliability
and safety. We have conducted business with substantially all of the major oil
companies, such as ExxonMobil, Shell International Petroleum Company, BP Amoco
plc and Chevron Texaco, Corp. These companies have previously vetted and
chartered our vessels, and we believe that our vessels will continue to qualify
for future service with these companies. Our current customers include oil
traders and oil companies such as Vitol, Glencore International AG, SK Shipping,
PDVSA, the Venezuelan national oil company, Citgo, ExxonMobil, and Famm, a
commercial arm of Chevron Texaco Corp. In 2002, we derived approximately 22% of
our revenues from the following charterers:

         o        Adam Maritime Corporation, a subsidiary of Glencore
                  International AG; and

         o        ST Shipping, a company related with Adam Maritime Corporation.

         We have historically achieved consistent cash flows and high
utilization rates by chartering most of our tankers for fixed periods of time
under time charters, ranging from one to seven years. We also stage our time
charters so that they expire at different times in order to mitigate the effects
of the cyclical tanker charter market. We generated approximately 89.7% of our
net revenues during the first six months of 2003 from time charters.

         We also trade in the spot market in order to take advantage of
potential market opportunities, to maintain a constant presence in the market
and to strategically monitor market trends. As we expand our fleet of tankers,
we intend to manage the balance of time and spot charters so as to maintain
consistent cash flows, thereby allowing us to take advantage of market
opportunities in a highly cyclical business. When we trade in the spot market,
we generally use brokers to arrange individual voyage charters for our vessels
at rates determined by the market.

                                    Strategy

         The following characterize the international tanker industry:

         o        high fragmentation among vessel owners;

         o        significant volatility resulting in part from OPEC members'
                  production fluctuations;

         o        increasing international emphasis on environmental safety in
                  oil tanker operations; and

         o        an aging world tanker fleet.

         We believe that our business strategy of owning and operating a
large-modern fleet of Handymax tankers, or tankers between 30,000 and 50,000
DWT, and Panamax tankers, or tankers between 50,000 and 80,000 DWT, offers us
favorable business opportunities in the tanker industry. In our view, most
charterers of oil tankers prefer to charter newer vessels and are willing to pay
higher charter rates for them, primarily due to safety and environmental
concerns. Handymax and Panamax tanker rates have also been subject to less
volatility than rates for larger tankers. Finally, by owning a relatively large
tanker fleet, we believe we can realize savings associated with economies of
scale.

         We believe we can maximize operating cash flow and return on our
investments through a six-part strategy:

   o  Operate a Modern, Well-Maintained Fleet. We believe that we operate one of
      the world's most modern and well-maintained Handymax and Panamax tanker
      fleets. We intend to continue to operate a young fleet through selective
      acquisitions of newly-built and modern, high quality, secondhand Handymax
      and Panamax tankers, and by considering disposal of our older vessels and
      employing a rigorous maintenance program.

   o  Operate a Significant Fleet in Selected Markets. We focus on Handymax
      tankers that primarily carry refined oil products and Panamax crude oil
      tankers because rates for those tankers have historically been less
      volatile than rates for larger tankers. Due to the highly fragmented
      market, our current fleet of 18 Handymax tankers and eight Panamax tankers
      constitutes one of the world's largest modern Handymax and Panamax tanker
      fleets. The six Handymax and five Panamax newbuildings will add to that
      fleet when they are delivered.

   o  Capitalize on Our Established Reputation for High Operating Standards. We
      believe that charterers consider factors other than cost when chartering a
      vessel, including the vessel manager's reputation. We believe that we have
      established a reputation in the international tanker industry for
      maintaining high standards of performance, reliability and safety. This
      will aid us in establishing relationships with charterers who are
      concerned with reputation and safety records when chartering vessels.

   o  Achieve High Utilization Rates Through Emphasis on Time Charters. By
      emphasizing time charters, we aim to minimize downtime and attempt to
      maintain consistent cash flows in a cyclical industry. We believe that
      operating Handymax and Panamax tankers offers us greater opportunities for
      period employment.

   o  Maintain Low-Cost, Highly Efficient Operations. We believe we are a
      cost-efficient and reliable international tanker operator because of the
      strength of our management team. It is our objective to reduce operating
      costs through constant evaluation of each vessel's performance and
      concurrent adjustment of operating and chartering procedures to maximize
      each vessel's profitability.

   o  Continue Long-Term Relationships with Major End Users. We have actively
      developed and maintained relationships with major private oil companies,
      oil traders and state owned oil companies. As part of a continuous
      dialogue, we make in-person presentations to these major end-users,
      maintain ongoing telephonic and electronic contact and encourage frequent
      on-site visits.

                               Corporate Structure

         We own each of our vessels through separate wholly-owned subsidiaries
incorporated in Liberia or the British Virgin Islands. Stelmar Tankers
(Management) Ltd., our wholly-owned subsidiary incorporated in Liberia, acts as
technical manager for the fleet, providing services such as managing day-to-day
vessel operations and supervising the crewing, supplying, repairing and
drydocking of vessels. Stelmar Tankers (U.K.) Ltd., our wholly-owned subsidiary
incorporated and headquartered in the United Kingdom, provides commercial
management services, including identifying suitable vessel charter
opportunities, vessel acquisitions and sales.

         We are incorporated under the laws of the Republic of Liberia. We
maintain our principal executive offices at Status Center, 2A Areos Street,
Vouliagmeni GR 16671, Athens, Greece. Our telephone number at that address is
011-30-210-891-7200.

                                  RISK FACTORS

         The following risk factors and other information included in this
prospectus should be carefully considered before making an investment decision.
The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks occur, our business, financial condition, operating results and
cash flows could be materially adversely affected and the trading price of our
securities could decline.

INDUSTRY SPECIFIC RISK FACTORS

The cyclical nature of the tanker industry may lead to volatile changes in
charter rates and vessel values which may adversely affect our earnings

         If the tanker market, which has been cyclical, is depressed in the
future when our vessels' charters expire or when we want to sell a vessel, our
earnings and available cash flow may decrease. Our ability to recharter our
vessels on the expiration or termination of their current spot and time charters
and the charter rates payable under any renewal or replacement charters will
depend upon, among other things, economic conditions in the tanker market.
Fluctuations in charter rates and vessel values result from changes in the
supply and demand for tanker capacity and changes in the supply and demand for
oil and oil products.

         The factors affecting the supply and demand for tanker vessels are
outside of our control, and the nature, timing and degree of changes in industry
conditions are unpredictable. The factors that influence demand for tanker
capacity include:

         o        demand for oil and oil products;

         o        global and regional economic conditions;

         o        the distance oil and oil products are to be moved by sea; and

         o        changes in seaborne and other transportation patterns.

         The factors that influence the supply of tanker capacity include:

         o        the number of newbuilding deliveries;

         o        the scrapping rate of older vessels; and

         o        the number of vessels that are out of service.

If we violate environmental laws or regulations, the resulting liability may
adversely affect our earnings and financial condition

         Our operations are subject to extensive regulation designed to promote
tanker safety, prevent oil spills and generally protect the environment. Local,
national and foreign laws, as well as international treaties and conventions,
can subject us to material liabilities in the event that there is a release of
petroleum or other hazardous substances from our vessels.

         For example, the United States Oil Pollution Act of 1990, or OPA,
provides that owners, operators and bareboat charterers are strictly liable for
the discharge of oil in U.S. waters, including the 200 nautical mile zone off
the U.S. coasts. OPA provides for unlimited liability in some circumstances,
such as a vessel operator's gross negligence or willful misconduct. However, in
most cases OPA limits liability to the greater of $1,200 per gross ton or $10
million per vessel. OPA also permits states to set their own penalty limits.
Most states bordering navigable waterways impose unlimited liability for
discharges of oil in their waters.

         The International Maritime Organization, or IMO, has adopted a similar
liability scheme that imposes strict liability for oil spills, subject to limits
that do not apply if the release is caused by the vessel owner's intentional or
reckless conduct.

         U.S. law, the law in many of the nations in which we operate, and
international treaties and conventions that impact our operations also establish
strict rules governing vessel safety and structure, training, inspections,
financial assurance for potential cleanup liability and other matters. These
requirements can limit our ability to operate, and substantially increase our
operating costs. The U.S. has established strict deadlines for phasing-out
single-hull oil tankers, and both the IMO and the European Union have initiated
similar phase-out periods and the European Commission has approved a timetable
for a general ban on single-hull oil tankers. Under OPA, all oil tankers that do
not have double hulls will be phased out by 2015 and will not be permitted to
come to United States ports or trade in United States waters. One of our vessels
will be prohibited from trading in U.S. waters on January 1, 2010, and eight of
our vessels will be prohibited from trading in U.S. waters on January 1, 2015.

         These requirements can affect the resale value or useful lives of our
vessels. As a result of accidents such as the recent oil spill relating to the
loss of the m.t. Prestige, a 26-year old single-hull tanker owned by a company
not affiliated with us, we believe that regulation of the tanker industry will
continue to become more stringent and more expensive for us and our competitors.
Substantial violations of applicable requirements or a catastrophic release from
one of our vessels could have a material adverse impact on our financial
condition and results of operations.

Because the market value of our vessels may fluctuate significantly, we may
incur losses when we sell vessels which may adversely affect our earnings

         The carrying amount of our vessels on our financial statements does not
necessarily reflect their fair market value, which can fluctuate significantly.
The fair market value of tankers may increase and decrease depending on the
following factors:

         o        general economic and market conditions affecting the tanker
                  industry;

         o        competition from other shipping companies;

         o        types and sizes of vessels;

         o        other modes of transportation;

         o        cost of newbuildings;

         o        governmental or other regulations including required
                  phase-outs of non-double hull tankers;

         o        prevailing level of charter rates; and

         o        technological advances.

         When each of our tankers reaches 15 years of age we consider carefully
the future ownership life of these vessels. Factors considered are the condition
and future tradability of the vessels as well as the capital investment needed
to continue to operate and maintain the vessels to the highest industry
standards. After taking these factors into account, we did not sell three of our
tankers that reached 15 years of age over the past year. An additional seven
tankers in our current fleet will reach 15 years of age in the next two years.
If we determine at any time that a vessel's future limited useful life and
earnings requires us to impair its value on our financial statements, that could
result in a charge against our earnings and the reduction of our shareholder's
equity. If for any reason we sell tankers at a time when tanker prices have
fallen, the sale may be at less than the vessel's carrying amount on our
financial statements, with the result that we would also incur a loss and a
reduction in earnings.

COMPANY SPECIFIC RISK FACTORS

A decline in the market value of our vessels could lead to a default under our
loan agreements and the loss of our vessels

         If the market value of our fleet declines, we may not be able to
refinance our debt or obtain future financing. Also, declining vessel values
could cause us to breach some of the covenants under our financing agreements.
If we are unable to pledge additional collateral, or obtain waivers from our
lenders, our lenders could accelerate our debt and foreclose on our fleet.

Servicing our debt limits funds available for other purposes and if we cannot
service our debt, we may lose our tankers

         We must dedicate a large part of our cash flow from operations to
paying principal and interest on our indebtedness. These payments limit funds
available for working capital, capital expenditures and other purposes. As of
June 30, 2003, we had total indebtedness of $485.8 million and a ratio of
indebtedness to total capital of 59.3%. As we expand our fleet, we will need to
incur additional indebtedness. Our inability to service our debt could lead to
acceleration of our debt and the foreclosure of our fleet.

Our loan agreements contain restrictive covenants which may limit our liquidity
and corporate activities and prevent proper service of debt, which could result
in the loss of our tankers

         Our loan agreements impose significant operating and financial
restrictions on us. These restrictions may limit our ability to:

         o        incur additional indebtedness;

         o        create liens on our assets;

         o        sell capital stock of our subsidiaries;

         o        make investments;

         o        engage in mergers or acquisitions;

         o        pay dividends and make capital expenditures;

         o        change the management of our vessels or terminate or
                  materially amend the management agreement relating to each
                  vessel; and

         o        sell our vessels.

         Therefore, we may need to seek permission from our lenders in order to
engage in some corporate actions. Our lenders' interests may be different from
ours and we cannot guarantee that we will be able to obtain our lenders'
permission when needed. This may prevent us from taking actions that are in our
best interest.

Our earnings may be adversely affected if we do not successfully employ our
tankers on long-term time charters or use them profitably on the spot market

         We seek to deploy our tankers both on time charters and in the spot
market in a manner that will optimize our earnings. As of June 30, 2003, 25
tankers in our current fleet are contractually committed to time charters, with
the remaining terms of these charters ranging from one month to four and a half
years. In terms of net operating days, 83% and 42% of our fleet's capacity are
covered by time charters for 2003 and 2004, respectively. While the spot market
for tankers has recently improved, if market rates drop to previous lower
levels, that could substantially adversely affect our earnings as vessels
complete their current time charters. If we cannot recharter our vessels
successfully on long-term time charters or trade them in the spot market
profitably, our results of operations and operating cash flow may suffer. In
addition, although our time charters provide steady streams of revenue, our
tankers committed to time charters may not be available for spot voyages during
an eventual upswing in the tanker industry cycle, when spot voyages might be
more profitable.

In the highly competitive international tanker market, we may not be able to
compete for charters with new entrants or established companies with greater
resources

         We employ our vessels in a highly competitive market that is capital
intensive and highly fragmented. Competition arises primarily from other tanker
owners, including major oil companies as well as independent tanker companies,
some of which have substantially greater resources than we do. Competition for
the transportation of oil and oil products can be intense and depends on price,
location, size, age, condition and the acceptability of the tanker and its
operators to the charterers. Due in part to the highly fragmented market,
competitors with greater resources could enter and operate larger fleets through
acquisitions or consolidations and may be able to offer better prices and
fleets.

We depend upon a few significant customers for a large part of our revenues. The
loss of one or more of these customers could adversely affect our financial
performance

         We have historically derived a significant part of our revenue from a
small number of charterers. During 2002, approximately 22% of our revenue
derived from two charterers and in 2001, approximately 47% of our revenue for
our fleet derived from three charterers. Seven of the tankers in our current
fleet operate under time charters with Adam Maritime Corporation, a subsidiary
of Glencore International AG, which provided 17.4% of our revenue in 2002 and ST
Shipping, a company related to Adam Maritime Corporation, which provided 4.8%.
The occurrence of any problems with these charterers may adversely affect our
revenues.

As we expand our business, we will need to hire more seafarers and shoreside
personnel; if we cannot recruit suitable employees, we may not have enough
personnel to conduct our operations

         As we expand our fleet, we will need to recruit suitable additional
seafarers and shoreside administrative and management personnel. Our crewing
agent supplies our senior officers and crewmen, all of whom are from the
Philippines. While we have not experienced any difficulty in recruiting to date,
we cannot guarantee that we will be able to continue to hire suitable employees.
If our crewing agent encounters business or financial difficulties, we may not
be able to adequately staff our vessels and our operations may be adversely
affected.

If we fail to manage our planned growth properly, we may not be able to
successfully expand our market share

         From 2001 to 2002, we more than doubled the number of vessels in our
fleet. During 2002, we received delivery of six Panamax newbuildings and three
modern Handymax tankers. Our fleet expansion will continue with the purchase of
the five Panamax tanker newbuildings under construction in South Korea, which
are scheduled to be delivered during the period from November 2003 through July
2004, as well as the purchase of the six Handymax newbuildings which are
scheduled to be delivered between December 2003 and September 2004. In addition
to depending on our ability to procure funding, our growth will also depend on
our ability to:

         o        identify and consummate acquisitions or joint ventures;

         o        integrate any acquired business successfully with our existing
                  operations;

         o        identify new markets;

         o        manage expansion; and

         o        obtain required financing.

         Our current operating and financial systems may not be adequate as we
implement our plan to expand the size of our fleet, and our attempts to improve
those systems may be ineffective. If we are unable to execute the points noted
above, our financial condition may be adversely affected.

We may be unable to attract and retain key management personnel and other
employees in the tanker industry, which may negatively affect the effectiveness
of our management and our results of operations

         Our success depends to a significant extent upon the abilities and
efforts of our management team. Most of our senior executives have each been
with us for over seven years and have significant industry experience. We do not
currently have long term employment contracts with any of our senior executives,
including Peter Goodfellow, our Chief Executive Officer, Stamatis Molaris, our
Chief Financial Officer, Kostas Manoudakis, our Technical Manager, and George
Dienis, our Operations Manager. Our success will depend upon our ability to hire
and retain key members of our management team. The loss of any of these
individuals could adversely affect our business prospects and financial
condition. Difficulty in hiring and retaining personnel could adversely affect
our results of operations. We do not maintain "key man" life insurance on any of
our officers.

Because most of our employees are covered by industry-wide collective bargaining
agreements, failure of industry groups to renew those agreements may disrupt our
operations and adversely affect our earnings

         We employ approximately 900 seafarers and 63 land-based employees in
the Athens and London offices. The employees in Athens are covered by
industry-wide collective bargaining agreements that set basic standards. We
cannot assure you that these agreements will prevent labor interruptions. Any
labor interruptions could disrupt our operations and harm our financial
performance.

Our vessels may suffer damage and we may face unexpected drydocking costs which
could affect our cash flow and financial condition

         If our vessels suffer damage, they may need to be repaired at a
drydocking facility. The costs of drydock repairs are unpredictable and can be
substantial. We may have to pay drydocking costs that our insurance does not
cover. This would decrease earnings. For example, on February 1, 2003, M/T
Keymar was grounded by strong winds and was subsequently refloated. She is
currently undergoing major repairs. Management believes that almost all of the
repair costs will be covered by the vessel's insurers. The vessel is estimated
to remain out of operation until mid-October 2003.

Purchasing and operating secondhand vessels may result in increased operating
costs which could adversely affect our earnings

         We have vessels constructed for us directly by builders and also
purchased secondhand vessels from other owners. Our current business strategy
includes additional growth through the acquisition of additional secondhand
vessels. While we inspect secondhand vessels prior to purchase, this does not
normally provide us with the same knowledge about their condition that we would
have had if these vessels had been built for and operated exclusively by us.
Also, we do not receive the benefit of warranties from the builders if the
vessels we buy are older than one year.

         In general, the costs to maintain a vessel in good operating condition
increase with the age of the vessel. As of June 30, 2003, our fleet included 10
vessels more than 10 years of age. Older vessels are typically less
fuel-efficient than more recently constructed vessels due to improvements in
engine technology. Cargo insurance rates increase with the age of a vessel,
making older vessels less desirable to charterers.

         Governmental regulations, safety or other equipment standards related
to the age of vessels may require expenditures for alterations or the addition
of new equipment, to our vessels and may restrict the type of activities in
which the vessels may engage. We cannot assure you that, as our tankers age,
market conditions will justify those expenditures or enable us to operate our
tankers profitably during the remainder of their useful lives. If we sell
vessels, we are not certain that the price for which we sell them will equal at
least their net carrying amount at that time.

Risks involved with operating ocean going vessels could affect our business and
reputation, which would adversely affect our revenues and stock price

         The operation of an ocean-going vessel carries inherent risks. These
risks include the possibility of:

         o        marine disaster;

         o        piracy;

         o        environmental accidents;

         o        cargo and property losses or damage; and

         o        business interruptions caused by mechanical failure, human
                  error, war, terrorism, piracy, political action in various
                  countries, labor strikes, or adverse weather conditions.

         Any of these circumstances or events could increase our costs or lower
our revenues. For instance, in Venezuela, an oil industry strike has lessened
the flow of oil to the United States and, therefore, the demand for oil on that
route. The involvement of our vessels in an oil spill or other environmental
disaster may harm our reputation as a safe and reliable tanker operator.

We may not have adequate insurance to compensate us if we lose our tankers

         We procure insurance for our fleet against those risks that we believe
the shipping industry commonly insures against. These insurances include hull
and machinery insurance, protection and indemnity insurance, which include
environmental damage and pollution insurance coverage, and war risk insurance.
We do not carry insurance against loss of hire, which is business interruption
coverage following a loss under our hull and machinery policy or other business
interruption. We can give no assurance that we are adequately insured against
all risks. We may not be able to obtain adequate insurance coverage at
reasonable rates for our fleet in the future. The insurers may not pay
particular claims. Our insurance policies contain deductibles for which we will
be responsible, limitations and exclusions which, although we believe are
standard in the shipping industry, may nevertheless increase our costs or lower
our revenue.

Maritime claimants could arrest our tankers, which could interrupt our cash flow

         Crew members, suppliers of goods and services to a tanker, shippers of
cargo and other parties may be entitled to a maritime lien against that tanker
for unsatisfied debts, claims or damages. In many jurisdictions a maritime
lienholder may enforce its lien by arresting a tanker through foreclosure
proceedings. The arrest or attachment of one or more of our tankers could
interrupt our cash flow and require us to make significant payments to have the
arrest lifted.

         In addition, in some jurisdictions, such as South Africa, under the
"sister ship" theory of liability, a claimant may arrest both the vessel which
is subject to the claimant's maritime lien and any "associated" vessel, which is
any vessel owned or controlled by the same owner. Claimants could try to assert
"sister ship" liability against one vessel in our fleet for claims relating to
another of our ships.

Governments could requisition our vessels during a period of war or emergency,
resulting in loss of earnings

         A government could requisition for title or seize our vessels.
Requisition for title occurs when a government takes control of a vessel and
becomes her owner. Also, a government could requisition our vessels for hire.
Requisition for hire occurs when a government takes control of a vessel and
effectively becomes her charterer at dictated charter rates. Generally,
requisitions occur during a period of war or emergency. Government requisition
of one or more of our vessels would negatively impact our revenues.

Our operations outside the United States expose us to global risks that may
interfere with the operation of our vessels

         We are an international company and primarily conduct our operations
outside the United States. Changing economic, political and governmental
conditions in the countries where we are engaged in business or where our
vessels are registered affect us. In the past, political conflicts, particularly
in the Arabian Gulf, resulted in attacks on tankers, mining of waterways and
other efforts to disrupt shipping in the area. For example, in October 2002, the
VLCC Limburg was attacked by terrorists in Yemen. Acts of terrorism and piracy
have also affected vessels trading in regions such as the South China Sea.
Following the terrorist attack in New York City on September 11, 2001, and the
military response of the United States, the likelihood of future acts of
terrorism may increase, and our vessels may face higher risks of being attacked
in the Middle East region. In addition, future hostilities or other political
instability in regions where our vessels trade could affect our trade patterns
and adversely affect our operations and performance.

Existing shareholders, who hold approximately 28% of our common shares, can
exert considerable control over us, which may limit your ability to influence
our actions

         Our former chairman, Stelios Haji-Ioannou, his brother, Polys
Haji-Ioannou, and his sister, Clelia Haji-Ioannou, own, directly or indirectly,
approximately 28% of our outstanding common shares. While they have no
agreement, arrangement or understanding relating to the voting of their common
shares, they may have the effective power to elect all of the members of the
board of directors and to control the vote on substantially all other matters,
including significant corporate actions, without the approval of other
shareholders, including you.

We may have to pay tax on United States source income, which would reduce our
earnings

         Under the United States Internal Revenue Code of 1986, or the Code, a
portion of the gross or net shipping income of a vessel owning or chartering
corporation, such as ourselves and our subsidiaries, may be subject to a 4%
United States federal income tax on 50% of its gross shipping income that is
attributable to transportation that begins or ends, but that does not both begin
and end, in the U.S., unless that corporation is entitled to a special tax
exemption under the Code which applies to the international shipping income
derived by some non-United States corporations. We expect that we and each of
our subsidiaries qualify for this statutory tax exemption and we will take this
position for U.S. tax return reporting purposes. However, there are several
risks that could cause us to become taxed on our U.S. source income. Our former
chairman, Stelios Haji-Ioannou, and his brother and sister have combined
holdings of approximately 28% of our outstanding shares. There is a risk that we
could no longer qualify under the statutory tax exemption if these individuals
or other shareholders with a five percent or greater interest were to combine to
own 50% or more of our outstanding common shares. In addition, due to the
absence of final Treasury regulations or other definitive authority concerning
some aspects of this tax exemption under the relevant provisions of the Code and
to the factual nature of the issues involved, we can give no assurances on our
tax-exempt status or that of any of our subsidiaries.

         If we or our subsidiaries are not entitled to this statutory tax
exemption for any taxable year, we or our subsidiaries could be subject for
those years to an effective 4% United States federal income tax on the portion
of the income these companies derive during the year from United States sources.
The imposition of this taxation would have a negative effect on our business and
would result in decreased earnings available for distribution to our
shareholders.

If U.S. tax authorities were to treat us as a "Passive Foreign Investment
Company," that could have adverse consequences on U.S. holders

         A foreign corporation will be treated as a "passive foreign investment
company" for U.S. Federal income tax purposes if either (1) at least 75% of its
gross income for any taxable year consists of certain types of "passive income",
or (2) at least 50% of the average value of the corporation's assets produce, or
are held for the production of, such types of "passive income." For purposes of
these tests, "passive income" includes dividends, interest, and gains from the
sale or exchange of investment property and rents and royalties other than rents
and royalties which are received from unrelated parties in connection with the
active conduct of trade or business. For purposes of these tests, income derived
from the performance of services does not constitute "passive income." Those
holders of a passive foreign investment company who are citizens or residents of
the United States or domestic entities would be subject to a special adverse
U.S. Federal income tax regime with respect to the income derived by the passive
foreign investment company, the distributions they receive from the passive
foreign investment company and the gain, if any, they derive from the sale or
other disposition of their shares in the passive foreign investment company.

         Based on our current operations and future projections, we do not
believe that we are, nor do we expect to become, a passive foreign investment
company with respect to any taxable year. Since we expect to derive
substantially all of our income each year from the time chartering and voyage
chartering activities of our wholly-owned subsidiaries, we believe that such
income will be treated for relevant U.S. Federal income tax purposes as services
income, rather than rental income. Correspondingly, such income should not
constitute "passive income," and the assets that we or our wholly-owned
subsidiaries own and operate in connection with the production of that income,
in particular our vessels, should not constitute passive assets for purposes of
determining whether we are a passive foreign investment company in any taxable
year. However, no assurance can be given that the Internal Revenue Service will
accept this position or that we would not constitute a passive foreign
investment company for any future taxable year if there were to be changes in
the nature and extent of our operations.

Because we generate all of our revenues in U.S. dollars but incur a significant
portion of our expenses in other currencies, exchange rate fluctuations could
hurt our results of operations

         We generate all of our revenues in U.S. dollars but incur approximately
20% of our vessel operating expenses in currencies other than U.S. dollars. This
variation in operating revenues and expenses could lead to fluctuations in net
income due to changes in the value of the U.S. dollar relative to the other
currencies, in particular the Japanese yen, the Euro, the Singapore dollar and
the British pound sterling. Expenses incurred in foreign currencies against
which the U.S. dollar falls in value can increase, decreasing our revenues. We
do not hedge these risks. Our operations could suffer as a result.

Interest rate fluctuations may significantly affect our loan payments, which
could adversely affect our financial condition

         At June 30, 2003, a significant portion of our loans bore interest at
floating rates. Increases in prevailing rates could increase the amounts that we
would have to pay to our lenders. As of June 30, 2003, we have interest rate cap
and swap agreements expiring between 2005 and 2007 for approximately 24.4% of
the then outstanding principal amounts of our loans that may mitigate some of
this exposure.

Because we are a foreign corporation, you may not have the same rights that a
shareholder in a U.S. corporation may have

         We are a Liberian corporation. Our articles of incorporation and bylaws
and the Business Corporation Act of Liberia 1976 govern our affairs. While the
Liberian Business Corporation Act resembles provisions of the corporation laws
of a number of states in the United States, Liberian law does not as clearly
establish your rights and the fiduciary responsibilities of our directors as do
statutes and judicial precedent in some U.S. jurisdictions. However, while the
Liberian courts generally follow U.S. court precedent, there have been few
judicial cases in Liberia interpreting the Liberian Business Corporation Act.
Investors may have more difficulty in protecting their interests in the face of
actions by the management, directors or controlling shareholders than would
shareholders of a corporation incorporated in a U.S. jurisdiction which has
developed a substantial body of case law.

                                 USE OF PROCEEDS

                  We will not receive any of the proceeds from this offering. If
any of the selling shareholders were to exercise an option to acquire the common
shares sold pursuant to this resale prospectus, we would receive the option
exercise price. As of the date of this prospectus, no options have been granted
pursuant to the our Amended and Restated 2001 Stock Option Plan, however, in the
future, we may grant options from this plan.

                           FORWARD LOOKING STATEMENTS

         Matters discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements 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.

         We desire to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are including this
cautionary statement in connection with this safe harbor legislation. This
document and any other written or oral statements made by us or on our behalf
may include forward-looking statements which reflect our current views with
respect to future events and financial performance. The words "believe,"
"except," "anticipate," "intends," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect" and similar expressions identify
forward-looking statements.

         The forward-looking statements in this document 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 we believe 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, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.

         In addition to these important factors and matters discussed elsewhere
in this prospectus, and in the documents incorporated by reference in this
prospectus, 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 fluctuations in charterhire rates and vessel values, changes in demand
in the tanker market, as a result of changes in OPEC's petroleum production
levels and world wide oil consumption and storage, changes in the company's
operating expenses, including bunker prices, drydocking and insurance costs,
changes in governmental rules and regulations or actions taken by regulatory
authorities including those that may limit the commercial useful lives of oil
tankers, potential liability from pending or future litigation, general domestic
and international political conditions, potential disruption of shipping routes
due to accidents or political events, and other important factors described from
time to time in the reports we file with the Securities and Exchange Commission
and the New York Stock Exchange.

                  SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

                  All of the common shares registered for sale under this
prospectus will be owned prior to the offer and sale of such shares by our
current or former employees, officers, directors, consultants and/or advisors
(the "selling shareholders"). All of the shares owned by the selling
shareholders will be acquired by them on exercise of options granted pursuant to
our Amended and Restated 2001 Stock Option Plan. The names of the selling
shareholders are set forth below.

                  We are registering the common shares covered by this
prospectus for the selling shareholders. As used in this prospectus, "selling
shareholders" includes the pledgees, donees, transferees or others who may later
hold the selling shareholders' interests. We will pay the costs and fees of
registering the common shares, but the selling shareholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common shares.

                  The selling shareholders may sell their common shares by means
of this prospectus and any applicable prospectus supplement or they may decide
to sell them by other means, including pursuant to Rule 144, however they are
not obligated to sell their common shares at all. The selling shareholders may
sell their common shares from time to time in one or more types of transactions
(which may include block transactions) in the over-the-counter market, in
negotiated transactions, through put or call option transactions relating to the
common shares, through short sales of common shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices, at negotiated prices, or at fixed prices. The
selling shareholders may sell their common shares directly to purchasers, in
private transactions, or through agents, underwriters or broker-dealers. The
selling shareholders will pay any applicable underwriting discounts, selling
commissions and transfer taxes. We will pay all other expenses incident to the
registration of the common shares. The selling shareholders and any
broker-dealers, agents or underwriters that participate in the distribution of
the common shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commission received by them and any profit on
the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

                  Additional information related to the selling shareholders and
the plan of distribution may be provided in one or more supplemental
prospectuses.

                 The following table sets forth the names of the selling
shareholders who may sell their shares pursuant to this prospectus. The selling
shareholders have, or within the past three years have had, positions, offices
or other material relationships with us or with our predecessors or affiliates.
The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
shares by the selling shareholders and as adjusted to give effect to the sale of
all the common shares offered by the selling shareholders pursuant to this
prospectus.
Selling Shareholder        Shares Held Before the      Shares Being       Shares Held After       Percentage Owned
                                    Offering(1)              Offered            the Offering         After the Offering
Thomas Amonett                     2,000                2,000                  --                      --

      Terence Coghlin                     2,000                2,000                  --                      --

      Peter Goodfellow                  125,977               75,000                 50,977             Less than 1%

        Nick Hartley                     12,050                9,000                  3,050             Less than 1%

        Roger Haynes                      4,000                4,000                  --                      --

    George Karageorgiou                  11,150                7,000                  4,150             Less than 1%

      Stamatis Molaris                   53,639               25,000                 28,639             Less than 1%
(1)      Includes both shares currently held and shares issuable on exercise of
         options.

                        ENFORCEMENT OF CIVIL LIABILITIES

         We are a Liberian company, and our executive offices and administrative
activities and assets, as well as those of certain of the experts named in this
prospectus, are located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon us or those persons or to enforce both in the United States and outside the
United States judgments against us or those persons obtained in United States
courts in any action, including actions predicated upon the civil liability
provisions of the federal securities laws of the United States. In addition, our
directors and officers are residents of jurisdictions other than the United
States, and all or a substantial portion of the assets of those persons are or
may be located outside the United States. As a result, it may be difficult for
investors to effect service of process within the United States on those persons
or to enforce against them judgments obtained in United States courts, including
judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. We have been advised by our legal counsel,
Seward & Kissel LLP, that there is uncertainty as to whether the courts of
Liberia would (i) enforce judgments of United States courts obtained against us
or such persons predicated upon the civil liability provisions of the federal
securities laws of the United States or (ii) entertain original actions brought
in Liberian courts against us or such persons predicated upon the federal
securities laws of the United States.

                          DESCRIPTION OF COMMON SHARES

Authorized and Outstanding Capital Stock

         Under our articles of incorporation, our authorized capital stock
consists of 25 million common shares, par value $0.02 per share, of which
17,285,688 are issued and outstanding, and 20 million preferred shares, par
value $0.01 per share, of which none are issued and outstanding. All of our
shares are in registered form.

Share History

         We issued 40,000 common shares, par value $1,000 per share on March 28,
1997. On April 17, 2000, we amended the articles of incorporation to issue 20
million common shares and 20 million preferred shares, and changed the par value
to $.01 per share for both classes of shares. On April 17, 2000, we issued
3,900,000 common shares to Stelshi Holding Ltd., 1,800,000 common shares to
Stelchi Holding Ltd. and 1,800,000 common shares to Stelphi Holding Ltd. We also
reduced our stated capital from $40 million to $400,000, with all shareholders'
equity above $400,000 being assigned to surplus. On December 31, 1999, we issued
149,500 shares to our directors and employees. On February 27, 2001, we
effectuated a one-for-two reverse share split, raised the par value of our
common shares to $.02 per share, and increased our authorized common shares to
25 million shares. In March 2001, we completed an initial public offering for
the issuance of an additional 8,050,000 of our common shares at $12.00 per share
through a syndicate of underwriters. In April 2002, we completed a follow-on
offering for the issuance of an additional 4,945,000 shares of our common
shares, at $14.00 per share, through a syndicate of underwriters. The total
proceeds from the offering before expenses were approximately $65,422,350. In
March 2003, we issued 445,622 of our common shares to Polar Light S.A. and Broad
Holdings S.A. as partial compensation for the agreement to sell to us on their
delivery the six Handymax tankers currently under construction in South Korea.

Common Shares

         As of the date of this prospectus, we have 17,285,688 common shares
outstanding. Each outstanding common share entitles the holder to one vote on
all matters submitted to a vote of shareholders. Subject to preferences that may
be applicable to any outstanding preferred shares, holders of common shares are
entitled to receive ratably all dividends, if any, declared by the board of
directors out of funds legally available for dividends. Holders of common shares
do not have conversion, redemption or preemptive rights to subscribe to any or
our securities. All outstanding common shares are fully paid and nonassessable.
The rights, preferences and privileges of holders of common shares are subject
to the rights of the holders of any preferred shares which we may issue in the
future.

         Our common shares are listed on the New York Stock Exchange under the
symbol "SJH."

                                    EXPENSES

         The following are the estimated expenses of the issuance and
distribution of the securities being registered under the registration statement
of which this prospectus forms a part, all of which will be paid by us.

                       SEC registration fee                 $  412
                       Printing and engraving expenses     $10,000
                       Legal fees and expenses             $40,000
                       NYSE Listing Fee                          -
                       Accounting fees and expenses              -
                       Miscellaneous                        $5,000
                                                           -------

                       Total                               $55,412
                                                           =======

                                  LEGAL MATTERS

         The validity of the securities offered by this prospectus will be
passed upon for us by Seward & Kissel LLP, New York, New York with respect to
matters of U.S. and Liberian law.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 20-F for the year ended December 31, 2002, filed
with the SEC on June 19, 2003, have been audited by Ernst & Young, independent
accountants, as stated in their report, which is incorporated in this prospectus
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

         WHERE YOU CAN FIND ADDITIONAL INFORMATION

Government Filings

         We file annual and special reports within the Securities and Exchange
Commission. You may read and copy any document that we file at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
In addition, you can obtain information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

Information Incorporated by Reference

         The SEC allows us to "incorporate by reference" information that we
file with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.

         We incorporate by reference our Annual Report on Form 20-F, as amended,
for the fiscal year ended December 31, 2002, filed with the SEC on June 19,
2003, which contains audited consolidated financial statements for the most
recent fiscal year for which those statements have been filed. We also
incorporate by reference the report of our 2003 first and second quarter
results, filed with the SEC on July 8, 2003 and August 29, 2003, respectively,
on Form 6-K, which contain unaudited consolidated financial statements for the
most recent quarter for which those statements have been filed. Additionally, we
incorporate by reference any future filings we will make with the SEC under the
Securities Exchange Act if such filings state that they are incorporated by
reference into this prospectus, until we file a post-effective amendment
indicating that the offering of securities made by this prospectus has been
completed.

         You may request a free copy of the above mentioned filing or any
subsequent filing we incorporated by reference to this prospectus by writing or
telephoning us at the following address:

                  Stelmar Shipping Ltd.
                  Status Center
                  2A Areos Street
                  Vouliagmeni, GR 16671
                  Athens
                  Greece
                  011-(30)-210-891-7200
                  http://www.stelmar.com

Information Provided by the Company

         We will furnish holders of our common shares with annual reports
containing audited financial statements and a report by our independent public
accountants, and intend to furnish quarterly reports containing selected
unaudited financial data for the first three quarters of each fiscal year. The
audited financial statements will be prepared in accordance with United States
generally accepted accounting principles and those reports will include a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section for the relevant periods. As a "foreign private issuer," we
are exempt from the rules under the Securities Exchange Act prescribing the
furnishing and content of proxy statements to shareholders. While we intend to
furnish proxy statements to any shareholder in accordance with the rules of the
New York Stock Exchange, those proxy statements are not expected to conform to
Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition,
as a "foreign private issuer," we are exempt from the rules under the Exchange
Act relating to short swing profit reporting and liability.

PART II       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents By Reference.

              The following documents which have previously been filed by the
company with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference.

              (i) The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Commission on June 19, 2003;

              (ii) The Company's Quarterly Report for the first quarter on Form
6-K, furnished to the Commission on July 8, 2003;

              (iii) The Company's Quarterly Report for the second quarter on
Form 6-K, furnished to the Commission on August 29, 2003; and

              (iv) The "Description of Registrant's Securities to be Registered"
contained in the Corporation's Registration Statement on Form 8-A dated
September 27, 1993 filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

              In addition, all reports and other documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from their respective dates of
filing.

              Any document or statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement or document. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Names Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

         The By-Laws of the Registrant provide that:

                  (i) any person who is or was a director or officer of the
                      Corporation, or is or was serving at the request of the
                      Corporation as a director or officer of another,
                      partnership, joint venture, trust or other enterprise
                      shall be entitled to be indemnified by the Corporation
                      upon the same terms, under the same conditions, and to the
                      same extent as authorized by Section 6.13 of the Business
                      Corporation Act of 1976 of the Republic of Liberia, if he
                      acted in good faith and in a manner he reasonably believed
                      to be in or not opposed to the best interests of the
                      Corporation, and, with respect to any criminal action or
                      proceeding, had reasonable cause to believe his conduct
                      was unlawful.

         Section 6.13 of the Liberian Business Corporation Act provides as
follows:

                  Indemnification of directors and officers.

                  (1) Actions not by or in right of the corporation. A
                      corporation shall have the power to indemnify any person
                      who was or is a party or is threatened to be made a party
                      to any threatened, pending or completed action, suit or
                      proceeding whether civil, criminal, administrative or
                      investigative (other than an action by or in the right of
                      the corporation) by reason of the fact that he is or was a
                      director or officer of the corporation, or is or was
                      serving at the request of the corporation as a director or
                      officer of another corporation, partnership, joint
                      venture, trust or other enterprise, against expenses
                      (including attorneys' fees), judgments, fines and amounts
                      paid in settlement actually and reasonably incurred by him
                      in connection with such action, suit or proceeding if he
                      acted in good faith and in a manner he reasonably believed
                      to be in or not opposed to the best interests of the
                      corporation, and, with respect to any criminal action or
                      proceeding, had no reasonable cause to believe his conduct
                      was unlawful. The termination of any action, suit or
                      proceeding by judgment, order, settlement, conviction, or
                      upon a plea of no contest, or its equivalent, shall not,
                      of itself, create a presumption that the person did not
                      act in good faith and in a manner which he reasonable
                      believed to be in or not opposed to the bests interests of
                      the corporation, and, with respect to any criminal action
                      or proceeding, had reasonable cause to believe that his
                      conduct was unlawful.

                  (2) Actions by or in right of the corporation. A
                      corporation shall have power to indemnify any person who
                      was or is a party or is threatened to be made a party to
                      any threatened, pending or completed action or suit by or
                      in the right of the corporation to procure judgment in its
                      favor by reason of the fact that he is or was a director
                      or officer of the corporation, or is or was serving at the
                      request of the corporation as a director or officer of
                      another corporation, partnership, joint venture, trust or
                      other enterprise against expenses (including attorneys'
                      fees) actually and reasonably incurred by him or in
                      connection with the defense or settlement of such action
                      or suit if he acted in good faith and in a manner he
                      reasonably believed to be in or nor opposed to the best
                      interests of the corporation and except that no
                      indemnification shall be made in respect of any claim,
                      issue or matter as to which such person shall have been
                      adjudged to be liable for negligence or misconduct in the
                      performance of his duty to the corporation unless and only
                      to the extent that the court in which such action or suit
                      was brought shall determine upon application that, despite
                      the adjudication of liability but in view of all the
                      circumstances of the case, such person is fairly and
                      reasonably entitled to indemnity for such expenses which
                      the court shall deem proper.

                  (3) When director or officer successful. To the extent
                      that director or officer of a corporation has been
                      successful on the merits or otherwise in defense of any
                      action, suit or proceeding referred to in paragraphs 1 or
                      2, or in the defense of a claim, issued or matter therein,
                      he shall be indemnified against expenses (including
                      attorneys' fees) actually and reasonably incurred by him
                      in connection therewith.

                  (4) Payment of expenses in advance. Expenses incurred in
                      defending a civil or criminal action, suit or proceeding
                      may be paid in advance of the final deposition of such
                      action, suit or proceeding as authorized by the board of
                      directors in the specific case upon receipt of an
                      undertaking by or on behalf of the director or officer to
                      repay such amount if it shall ultimately be determined
                      that he is not entitled to be indemnified by the
                      corporation as authorized in this section.

                  (5) Insurance. A corporation shall have power to purchase
                      and maintain insurance on behalf of any person who is or
                      was a director or officer of the corporation or is or was
                      serving at the request of the corporation as a director or
                      officer against any liability asserted against him and
                      incurred by him in such capacity whether or not the
                      corporation would have the power to indemnify him against
                      such liability under the provisions of this section.

                  (6) Other rights of indemnification unaffected. The
                      indemnification and advancement of expenses provided by,
                      or granted pursuant to, this section shall not be deemed
                      exclusive of any other rights to which those seeking
                      indemnification or advancement of expenses may be entitled
                      under any bylaw, agreement, vote of shareholders or
                      disinterested directors or otherwise, both as to action in
                      such person's official capacity and as to action in
                      another capacity while holding such office.

                  (7) Continuation of indemnification. The indemnification
                      and advancement of expenses provided by, or granted
                      pursuant to, this section shall, unless otherwise provided
                      when authorized or ratified, continue as to a person who
                      has ceased to be a director, officer, employee or agent
                      and shall inure to the benefit of the heirs, executors and
                      administration of such persons.

Item 7.       Exemption From Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.

  Exhibit Number                           Description
  --------------                           -----------

         4.1      Common Share Certificate (Incorporated by reference to Exhibit
                  4 to the Company's registration statement on Form F-1 (SEC
                  Registration No. 333-13128))

         4.2      Amended and Restated 2001 Stock Option Plan

         5        Opinion of Seward & Kissel LLP, special counsel to Stelmar
                  Shipping, Ltd.

         23.1     Consent of Seward & Kissel LLP (included in Exhibit 5)

         23.2     Consent of Ernst & Young

         24       Power of Attorney (included in the signature page of this
                  Registration Statement)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      registration statement

                      (i) To include any prospectus required by Section 10(a)(3)
                      of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement. Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement;

                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                      provided, however, that paragraphs (a)(1)(i) and
                      (a)(1)(ii) do not apply if the information required to be
                      included in a post-effective amendment by those paragraphs
                      is contained in periodic reports filed by the Registrant
                      pursuant to Section 13 or Section 15(d) of the Exchange
                      Act that are incorporated by reference in this
                      Registration Statement;

                  (2) That, for the purpose of determining any liability
                      under the Securities Act of 1933, as amended (the "Act"),
                      each such post-effective amendment shall be deemed to be a
                      new registration statement relating to the securities
                      offered therein, and the offering of such securities at
                      that time shall be deemed to be the initial bona fide
                      offering thereof;

                  (3) To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering;

                  (4) That, for purposes of determining any liability under the
                      Securities Act of 1933, each filing of the registrant's
                      annual report pursuant to Section 13(a) or 15(d) of the
                      Securities Exchange Act of 1934 (and, where applicable,
                      each filing of an employee benefit plan's annual report
                      pursuant to Section 15(d) of the Securities Exchange Act
                      of 1934) that is incorporated by reference in the
                      registration statement shall be deemed to be a new
                      registration statement relating to the securities offered
                      therein, and the offering of such securities at that time
                      shall be deemed to be the initial bona fide offering
                      thereof; and

                  (5) That, insofar as indemnification for liabilities arising
                      under the Securities Act may be permitted to directors,
                      officers and controlling persons of the Registrant
                      pursuant to the foregoing provisions, or otherwise, the
                      Registrant has been advised that in the opinion of the
                      Commission such indemnification is against public policy
                      as expressed in the Securities Act and is, therefore,
                      unenforceable. In the event that a claim for
                      indemnification against such liabilities (other than the
                      payment by the Registrant or expenses incurred or paid by
                      a director, officer or controlling person of the
                      Registrant in the successful defense of any action, suit
                      or proceeding) is asserted by such director, officer or
                      controlling person in connection with the securities being
                      registered, the Registrant will, unless in the opinion of
                      its counsel the matter has been settled by controlling
                      precedent, submit to a court of appropriate jurisdiction
                      the question whether such indemnification by it is against
                      public policy as expressed in the Securities Act and will
                      be governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on October 1, 2003.

                                        STELMAR SHIPPING LTD.

                                        By:        /s/ Peter R. Goodfellow

                                                   -----------------------------
                                        Name:      Peter R. Goodfellow

                                        Title:     Chief Executive Officer

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Peter Goodfellow,
Stamatis Molaris, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on
October 1, 2003 in the capacities indicated.

             Signature                         Title
             ---------                         -----

/s/ Nicholas Hartley         Chairman of the Board of Directors and Director
--------------------------
Nicholas Hartley

/s/ Peter R. Goodfellow      Chief Executive Officer, President and Director
--------------------------
Peter R. Goodfellow

/s/ Stamatis Molaris         Chief Financial Officer and Director
--------------------------
Stamatis Molaris

/s/ Thomas N. Amonett        Director
--------------------------
Thomas N. Amonett

/s/ Terence Coghlin          Director
--------------------------
Terence Coghlin

--------------------------   Director
Roger Haynes

/s/ Eileen Kamerick          Director
--------------------------
Eileen Kamerick

/s/ George Karageorgiou      Director
--------------------------
George Karageorgiou
Authorized Representative

                  Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Stelmar
Shipping Ltd., has signed this registration statement in the City of Newark,
State of Delaware, on October 1, 2003.

PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi
   ---------------------------------
Name:    Donald J. Puglisi
Title:   Managing Director
Exhibits
       Filed                               DESCRIPTION
     Herewith                              -----------
     --------
                                      Description of Exhibits
                                      -----------------------

         4.2      Amended and Restated 2001 Stock Option Plan

         5        Opinion of Seward & Kissel LLP, special counsel to Stelmar
                  Shipping Ltd.

         23.1     Consent of Seward & Kissel (included in Exhibit 5.1)

         23.2     Consent of Ernst & Young

         24       Power of Attorney (contained on signature page)

02509.0009 #424590