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         265,000           (1)        $1,783,750      (Based on Total)
Stock,          shares
$.01 par
value

Common         235,000       $7.65 (2)      $1,797,750      (Based on Total)
Shares          shares

Total          500,000                      $3,581,500          $1,000
                shares

(1)  Based on exercise price of outstanding options pursuant to Rule
     457(h)(1).
(2)  Based on $7.65 representing the closing market price on the New York
     Stock Exchange on June 18, 2001, in accordance with Rule 457(h)(1).

<PAGE>

                                       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 April 1,
     2001;
(B)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange since the end of the Company's fiscal year ended April 1,
     2001; 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 superseded 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.

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.

(k)  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.
23.1   Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1
       above)
23.2   Consent of Ernst & Young LLP, Independent Auditors

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.

<PAGE>

                                  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 19th day of June, 2001.

                                            TODD SHIPYARDS CORPORATION


                                            /s/ Stephen G. Welch
                                            By:  Stephen G. Welch
                                            President, Chief Executive Officer
                                            and Director

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 and Director     June 19, 2001

/s/ Brent D. Baird               Director                  June 19, 2001

/s/ Steven A. Clifford           Director                  June 19, 2001

Joseph D. Lehrer                 Director                  June 19, 2001

/s/ Philip N. Robinson           Director                  June 19, 2001

/s/ John D. Weil                 Director                  June 19, 2001

/s/ Scott H. Wiscomb             Treasurer and CFO         June 19, 2001
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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         265,000           (1)        $1,783,750      (Based on Total)
Stock,          shares
$.01 par
value

Common         235,000       $7.65 (2)      $1,797,750      (Based on Total)
Shares          shares

Total          500,000                      $3,581,500          $1,000
                shares

(1)  Based on exercise price of outstanding options pursuant to Rule
     457(h)(1).
(2)  Based on $7.65 representing the closing market price on the New York
     Stock Exchange on June 18, 2001, 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 April 1,
     2001;
(B)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange since the end of the Company's fiscal year ended April 1,
     2001; 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 superseded 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.

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.

(k)  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.
23.1   Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit 5.1
       above)
23.2   Consent of Ernst & Young LLP, Independent Auditors

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 19th day of June, 2001.

                                            TODD SHIPYARDS CORPORATION

                                            /s/ Stephen G. Welch
                                            By:  Stephen G. Welch
                                            President, Chief Executive Officer
                                            and Director

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 and Director     June 19, 2001

/s/ Brent D. Baird               Director                  June 19, 2001

/s/ Steven A. Clifford           Director                  June 19, 2001

Joseph D. Lehrer                 Director                  June 19, 2001

/s/ Philip N. Robinson           Director                  June 19, 2001

/s/ John D. Weil                 Director                  June 19, 2001

/s/ Scott H. Wiscomb             Treasurer and CFO         June 19, 2001