SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                          TODD SHIPYARDS CORPORATION
             Exact name of registrant as specified in its charter)

                  DELAWARE                      91-1506719
      (State or other jurisdiction of    (IRS Employer I.D. No.)
       incorporation or organization)

      1801-16th Avenue SW, Seattle, WA          98134-1089
  (Address of principal executive offices)      (zip code)

                 Registrant's telephone number  (206) 623-1635

                       Incentive Stock Compensation Plan
                        Of Todd Shipyards Corporation

                              Michael G. Marsh
                        Secretary and General Counsel
                         Todd Shipyards Corporation
                            1801 16th Avenue SW
                            Seattle, WA  98134
                              (206) 623-1635

                   (Name, address, including zip code, and        
                    telephone number, including area code,
                    of agent for service)
                                         
                       CALCULATION OF REGISTRATION FEE
 
                          Proposed   Proposed 
Title of                  Maximum    Maximum      
Securities   Amount       Offering  Aggregate      Amount of
To be         to be        Price    Offering      Registration
Registered  Registered   Per Share    Price            Fee
Common      314,998         (1)     $1,500,628         $590
Stock,       shares        
$.01 par                 
value                   

Common      185,002       $4.50(2)  $  832,509         $295
Shares       shares


(1)  Based on exercise price of outstanding options pursuant to  Rule 
457(h)(1).
(2)  Based on $4.50 representing the closing market price on the New York 
Stock Exchange on September 15, 1998, in accordance with Rule 457(h)(1).

                                     PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement incorporates by reference certain documents 
which are not presented herein or delivered herewith.  All documents 
subsequently filed by Todd Shipyards Corporation (the "Company") pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 
("Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which de-registers all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof from the date 
of filing of such documents.

The following documents, which have been filed by the Company with the 
Securities and Exchange Commission pursuant to the Exchange Act, are hereby 
incorporated by reference in this Registration Statement:

(A)  Company's Annual Report on Form 10-K for the fiscal year  ended March 29, 
1998;
(B)  All other reports filed pursuant to Section 13(a) or 15(d)  of the 
Exchange At since the end of the Company's fiscal year  ended March 29, 1998; 
and
(C)  Description of the Company's Common Stock, $.01 par value  contained in 
the Company's Form 10/A filed on September 23, 1998.

Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein 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 that also is or 
is deemed to be incorporated herein, modifies or supersedes such statement.  
Any such statement so modified or superceded shall not be deemed, except as 
modified or superseded, to constitute a part of this Registration Statement.

Copies of any such documents, other than exhibits to such documents, are 
available without charge upon request from Todd Shipyards Corporation, 1801 
16th Avenue SW, Seattle, WA  98134, Attn:  Michael G. Marsh (telephone: 206-
442-8501).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock being offered hereby will be passed upon 
for the Company by Greensfelder, Hemker & Gale, P.C. ("GH&G"), 2000 Equitable 
Building, 10 South Broadway, St. Louis, Missouri  63102.  GH&G and certain of 
its officers own, beneficially, an aggregate of 2,000 shares of Common Stock.  
In addition, Joseph D. Lehrer, an officer of GH&G, is a director of the 
Company.

The consolidated financial statements of the Company at March 29, 1998 
and for each of the three years in the period ended March 29, 1998, included 
in the Company's Form 10-K for the fiscal year ended March 29, 1998 and 
incorporated herein by reference have been audited by Ernst & Young LLP, 
independent auditors, as set forth on their reports therein and incorporated 
herein by reference in reliance upon such reports given upon the authority of 
such firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The provisions of Section 145 of Chapter one of Title 8 of the Delaware 
Code, as amended (Section 145 of the General Corporation Law of the State of 
Delaware), provide:

Section 145.  Indemnification of officers, directors, employees and 
agents; insurance

(a)  A corporation may 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, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent 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 nolo contendere 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 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 that his 
conduct was unlawful.

(b)  A corporation may 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 a judgment in its 
favor by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise against expenses 
(including attorneys' fees) actually and reasonably incurred by him 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 not 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 to the corporation unless and only to 
the extent that the Court of Chancery or 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 of Chancery or such other court shall deem proper.

(c)  To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to in subsections (a) and (b) of this 
section, or in defense of any claim, issue or matter therein, he shall be 
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this section 
(unless ordered by a court) shall be made by the corporation only as 
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances 
because he has met the applicable standard of conduct set forth in subsections 
(a) and (b) of this section.  Such determination shall be made (1) by a 
majority vote of the directors who are not parties to such action, suit or 
proceeding, even though less than a quorum, or (2) if there are no such 
directors, or if such directors so direct, by independent legal counsel in a 
written opinion, or (3) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or 
director in defending any civil, criminal, administrative or investigative 
action, suit or proceeding may be paid by the corporation in advance of the 
final disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such 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.  Such expenses (including 
attorneys' fees) incurred by other employees and agents may be so paid upon 
such terms and conditions, if any, as the board of directors deems 
appropriate.

(f)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, the other subsections of 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 
stockholders or disinterested directors or otherwise, both as to action in his 
official capacity and as to action in another capacity while holding such 
office.

(g)  A corporation shall have power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee or agent of 
the corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the corporation would have the power to 
indemnify him against such liability under this section.

(h)  For purposes of this section, references to "the corporation" shall 
include, in addition to the resulting corporation, any constituent corporation 
(including any constituent of a constituent) absorbed in a consolidation or 
merger which, if its separate existence had continued, would have had power 
and authority to indemnify its directors, officers, and employees or agents, 
so that any person who is or was a director, officer, employee or agent of 
such constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under this section with respect to the resulting or 
surviving corporation as he would have with respect to such constituent 
corporation if its separate existence had continued.

(i)  For purposes of this section, references to "other enterprises" 
shall include employee benefit plans; references to "fines" shall include any 
excise taxes assessed on a person with respect to any employee benefit plan; 
and references to "serving at the request of the corporation" shall include 
any service as a director, officer, employee or agent of the corporation which 
imposes duties on, or involves services by, such director, officer, employee 
or agent with respect to an employee benefit plan, its participants or 
beneficiaries; and a person who acted in good faith and in a manner he 
reasonably believed to be in the interest of the participants and 
beneficiaries of an employee benefit plan shall be deemed to have acted in a 
matter "not opposed to the best interests of the corporation" as referred to 
in this section.

(j)  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 administrators of such a person.

(j)  The Court of Chancery is hereby vested with exclusive jurisdiction 
to hear and determine all actions for advancement of expenses or 
indemnification brought under this section or under any bylaw, agreement, vote 
of stockholders or disinterested directors, or otherwise.  The Court of 
Chancery may summarily determine a corporation's obligation to advance 
expenses (including attorneys' fees).

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (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 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in such Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of 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 matters has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question of 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.

The Registrant is party to indemnification agreements entered into on 
behalf of certain directors and officers of the Registrant.

ITEM 8.  EXHIBITS

5.1  Opinion and consent of Greensfelder, Hemker & Gale, P.C.
23.2 Consent of Greensfelder, Hemker & Gale, P.C. (included in 
     Exhibit 5.1 above)
23.1 Consent of Ernst & Young LLP

ITEM 9.  UNDERTAKINGS

The undersigned Registrant undertakes to file, during any period in which 
offers or sales are being made, a post-effective amendment to this 
Registration Statement 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.

The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 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.

The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent 
or given, the latest annual report, to security holders that is incorporated 
by reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or rule 14c-3 under the Exchange Act; and, where 
interim financial information required to be presented by Article 3 of 
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be 
delivered to each person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference in the 
prospectus to provide such interim financial information.


                                SIGNATURES

Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.

                                                TODD SHIPYARDS CORPORATION
                                                /s/ Stephen G. Welch
                                                By:  Stephen G. Welch
                                                Its: President and CEO
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated:


       SIGNATURES               TITLES                     DATE

_______________________
/s/Patrick W.E. Hodgson   Chairman of the Board    September 23, 1998

_______________________
/s/Brent D. Baird         Director                 September 23, 1998

_______________________
/s/Steven A. Clifford     Director                 September 23, 1998

_______________________
/s/Joseph D. Lehrer       Director                 September 23, 1998

_______________________
/s/Philip N. Robinson     Director                 September 23, 1998

_______________________
/s/John D. Weil           Director                 September 23, 1998

_______________________
/s/Scott H. Wiscomb       Treasurer and CFO        September 23, 1998
 

SIGNATURES

Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.


                                     TODD SHIPYARDS CORPORATION

                                     /s/  Stephen G. Welch

                                     By:  Stephen G. Welch
                                     Its: President and CEO


Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities and 
on the dates indicated:

     SIGNATURES                   TITLES                  DATE

_______________________  Chairman of the Board	    September 23, 1998
/s/Patrick W.E. Hodgson

_______________________  Director                  September 23, 1998
/s/Brent D. Baird

_______________________  Director                  September 23, 1998
/s/Steven A. Clifford

_______________________  Director                  September 23, 1998
/s/Joseph D. Lehrer

_______________________  Director                  September 23, 1998
/s/Philip N. Robinson

_______________________  Director                  September 23, 1998
/s/John D. Weil

_______________________  Treasurer & CFO           September 23, 1998
/s/Scott H. Wiscomb
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                          TODD SHIPYARDS CORPORATION
             Exact name of registrant as specified in its charter)

                  DELAWARE                      91-1506719
      (State or other jurisdiction of    (IRS Employer I.D. No.)
       incorporation or organization)

      1801-16th Avenue SW, Seattle, WA          98134-1089
  (Address of principal executive offices)      (zip code)

                 Registrant's telephone number  (206) 623-1635

                       Incentive Stock Compensation Plan
                        Of Todd Shipyards Corporation

                              Michael G. Marsh
                        Secretary and General Counsel
                         Todd Shipyards Corporation
                            1801 16th Avenue SW
                            Seattle, WA  98134
                              (206) 623-1635

                   (Name, address, including zip code, and        
                    telephone number, including area code,
                    of agent for service)
                                         
                       CALCULATION OF REGISTRATION FEE
 
                          Proposed   Proposed 
Title of                  Maximum    Maximum      
Securities   Amount       Offering  Aggregate      Amount of
To be         to be        Price    Offering      Registration
Registered  Registered   Per Share    Price            Fee
Common      314,998         (1)     $1,500,628         $590
Stock,       shares        
$.01 par                 
value                   

Common      185,002       $4.50(2)  $  832,509         $295
Shares       shares

(1)  Based on exercise price of outstanding options pursuant to  Rule 
457(h)(1).
(2)  Based on $4.50 representing the closing market price on the New York 
Stock Exchange on September 15, 1998, in accordance with Rule 457(h)(1).

                                     PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement incorporates by reference certain documents 
which are not presented herein or delivered herewith.  All documents 
subsequently filed by Todd Shipyards Corporation (the "Company") pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 
("Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which de-registers all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof from the date 
of filing of such documents.

The following documents, which have been filed by the Company with the 
Securities and Exchange Commission pursuant to the Exchange Act, are hereby 
incorporated by reference in this Registration Statement:

(A)  Company's Annual Report on Form 10-K for the fiscal year  ended March 29, 
1998;
(B)  All other reports filed pursuant to Section 13(a) or 15(d)  of the 
Exchange At since the end of the Company's fiscal year  ended March 29, 1998; 
and
(C)  Description of the Company's Common Stock, $.01 par value  contained in 
the Company's Form 10/A filed on September 23, 1998.

Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein 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 that also is or 
is deemed to be incorporated herein, modifies or supersedes such statement.  
Any such statement so modified or superceded shall not be deemed, except as 
modified or superseded, to constitute a part of this Registration Statement.

Copies of any such documents, other than exhibits to such documents, are 
available without charge upon request from Todd Shipyards Corporation, 1801 
16th Avenue SW, Seattle, WA  98134, Attn:  Michael G. Marsh (telephone: 206-
442-8501).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock being offered hereby will be passed upon 
for the Company by Greensfelder, Hemker & Gale, P.C. ("GH&G"), 2000 Equitable 
Building, 10 South Broadway, St. Louis, Missouri  63102.  GH&G and certain of 
its officers own, beneficially, an aggregate of 2,000 shares of Common Stock.  
In addition, Joseph D. Lehrer, an officer of GH&G, is a director of the 
Company.

The consolidated financial statements of the Company at March 29, 1998 
and for each of the three years in the period ended March 29, 1998, included 
in the Company's Form 10-K for the fiscal year ended March 29, 1998 and 
incorporated herein by reference have been audited by Ernst & Young LLP, 
independent auditors, as set forth on their reports therein and incorporated 
herein by reference in reliance upon such reports given upon the authority of 
such firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The provisions of Section 145 of Chapter one of Title 8 of the Delaware 
Code, as amended (Section 145 of the General Corporation Law of the State of 
Delaware), provide:

Section 145.  Indemnification of officers, directors, employees and 
agents; insurance

(a)  A corporation may 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, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent 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 nolo contendere 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 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 that his 
conduct was unlawful.

(b)  A corporation may 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 a judgment in its 
favor by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise against expenses 
(including attorneys' fees) actually and reasonably incurred by him 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 not 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 to the corporation unless and only to 
the extent that the Court of Chancery or 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 of Chancery or such other court shall deem proper.

(c)  To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to in subsections (a) and (b) of this 
section, or in defense of any claim, issue or matter therein, he shall be 
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this section 
(unless ordered by a court) shall be made by the corporation only as 
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances 
because he has met the applicable standard of conduct set forth in subsections 
(a) and (b) of this section.  Such determination shall be made (1) by a 
majority vote of the directors who are not parties to such action, suit or 
proceeding, even though less than a quorum, or (2) if there are no such 
directors, or if such directors so direct, by independent legal counsel in a 
written opinion, or (3) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or 
director in defending any civil, criminal, administrative or investigative 
action, suit or proceeding may be paid by the corporation in advance of the 
final disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such 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.  Such expenses (including 
attorneys' fees) incurred by other employees and agents may be so paid upon 
such terms and conditions, if any, as the board of directors deems 
appropriate.

(f)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, the other subsections of 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 
stockholders or disinterested directors or otherwise, both as to action in his 
official capacity and as to action in another capacity while holding such 
office.

(g)  A corporation shall have power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee or agent of 
the corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the corporation would have the power to 
indemnify him against such liability under this section.

(h)  For purposes of this section, references to "the corporation" shall 
include, in addition to the resulting corporation, any constituent corporation 
(including any constituent of a constituent) absorbed in a consolidation or 
merger which, if its separate existence had continued, would have had power 
and authority to indemnify its directors, officers, and employees or agents, 
so that any person who is or was a director, officer, employee or agent of 
such constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under this section with respect to the resulting or 
surviving corporation as he would have with respect to such constituent 
corporation if its separate existence had continued.

(i)  For purposes of this section, references to "other enterprises" 
shall include employee benefit plans; references to "fines" shall include any 
excise taxes assessed on a person with respect to any employee benefit plan; 
and references to "serving at the request of the corporation" shall include 
any service as a director, officer, employee or agent of the corporation which 
imposes duties on, or involves services by, such director, officer, employee 
or agent with respect to an employee benefit plan, its participants or 
beneficiaries; and a person who acted in good faith and in a manner he 
reasonably believed to be in the interest of the participants and 
beneficiaries of an employee benefit plan shall be deemed to have acted in a 
matter "not opposed to the best interests of the corporation" as referred to 
in this section.

(j)  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 administrators of such a person.

(j)  The Court of Chancery is hereby vested with exclusive jurisdiction 
to hear and determine all actions for advancement of expenses or 
indemnification brought under this section or under any bylaw, agreement, vote 
of stockholders or disinterested directors, or otherwise.  The Court of 
Chancery may summarily determine a corporation's obligation to advance 
expenses (including attorneys' fees).

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (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 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in such Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of 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 matters has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question of 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.

The Registrant is party to indemnification agreements entered into on 
behalf of certain directors and officers of the Registrant.

ITEM 8.  EXHIBITS

5.1  Opinion and consent of Greensfelder, Hemker & Gale, P.C.
23.2 Consent of Greensfelder, Hemker & Gale, P.C. (included in 
     Exhibit 5.1 above)
23.1 Consent of Ernst & Young LLP

ITEM 9.  UNDERTAKINGS

The undersigned Registrant undertakes to file, during any period in which 
offers or sales are being made, a post-effective amendment to this 
Registration Statement 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.

The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 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.

The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent 
or given, the latest annual report, to security holders that is incorporated 
by reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or rule 14c-3 under the Exchange Act; and, where 
interim financial information required to be presented by Article 3 of 
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be 
delivered to each person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference in the 
prospectus to provide such interim financial information.

                                SIGNATURES

Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.

                                                TODD SHIPYARDS CORPORATION
                                                /s/ Stephen G. Welch
                                                By:  Stephen G. Welch
                                                Its: President and CEO
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated:

       SIGNATURES               TITLES                     DATE

_______________________
/s/Patrick W.E. Hodgson   Chairman of the Board    September 23, 1998

_______________________
/s/Brent D. Baird         Director                 September 23, 1998

_______________________
/s/Steven A. Clifford     Director                 September 23, 1998

_______________________
/s/Joseph D. Lehrer       Director                 September 23, 1998

_______________________
/s/Philip N. Robinson     Director                 September 23, 1998

_______________________
/s/John D. Weil           Director                 September 23, 1998

_______________________
/s/Scott H. Wiscomb       Treasurer and CFO        September 23, 1998
 

SIGNATURES

Pursuant to 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 Seattle, State of Washington, on the 23rd day of September, 1998.

                                     TODD SHIPYARDS CORPORATION

                                     /s/  Stephen G. Welch

                                     By:  Stephen G. Welch
                                     Its: President and CEO

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities and 
on the dates indicated:

     SIGNATURES                   TITLES                  DATE

_______________________  Chairman of the Board	    September 23, 1998
/s/Patrick W.E. Hodgson

_______________________  Director                  September 23, 1998
/s/Brent D. Baird

_______________________  Director                  September 23, 1998
/s/Steven A. Clifford

_______________________  Director                  September 23, 1998
/s/Joseph D. Lehrer

_______________________  Director                  September 23, 1998
/s/Philip N. Robinson

_______________________  Director                  September 23, 1998
/s/John D. Weil

_______________________  Treasurer & CFO           September 23, 1998
/s/Scott H. Wiscomb