Exhibit 1.2


                            ARTICLES OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                                TOP TANKERS INC.
                UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

     I,  Evangelos  J.  Pistiolis,  President/Director  of TOP TANKERS  INC.,  a
corporation  organized  and  existing  under  the  laws of the  Republic  of the
Marshall  Islands,  for the purpose of amending the Articles of Incorporation of
said Corporation pursuant to Section 90 of the Business Corporations Act, hereby
certify:

     1.   The name of the Corporation is: TOP TANKERS INC.

     2.   The  Articles  of  Incorporation  were  filed  with the  Registrar  of
          Corporations on the 10th day of January, 2000 under the name of "OCEAN
          HOLDINGS INC.", Articles of Amendment were filed with the Registrar of
          Corporations  on the 30th day of April,  2004 changing the name of the
          Corporation  to "TRANS  OCEAN  PETROLEUM  TANKERS  INC.",  Articles of
          Amendment  were filed with the Registrar of  Corporations  on the 10th
          day of May, 2004 changing the name of the  Corporation to "TOP TANKERS
          INC." and Amended and Restated  Articles of  Incorporation  were filed
          with the Registrar of Corporations on the 21st day of July, 2004.

     3.   Section D of the Articles of Incorporation,  as heretofore amended and
          restated, is hereby amended in its entirety to read as follows:

          D.   The aggregate  number of shares of stock that the  Corporation is
               authorized to issue is One Hundred Twenty  Million  (120,000,000)
               registered  shares,  of which One Hundred  Million  (100,000,000)
               shall be designated  common shares with a par value of one United
               States cent (US$0.01) per share, and Twenty Million  (20,000,000)
               shall be  designated  preferred  shares  with a par  value of one
               United States cent  (US$0.01)  per share.  The Board of Directors
               shall have the  authority to authorize  the issuance from time to
               time of one or more classes of preferred  shares with one or more
               series within any class thereof, with such voting powers, full or
               limited,  or without  voting  powers and with such  designations,
               preferences  and  relative,  participating,  optional  or special
               rights and qualifications, limitations or restrictions thereon as
               shall be set forth in the  resolution or  resolutions  adopted by
               the  Board  of  Directors  providing  for  the  issuance  of such
               preferred shares.

     4.   The amendment to the Articles of Incorporation,  as heretofore amended
          and restated,  was  authorized by vote of the holders of a majority of
          all  outstanding  shares  entitled  to vote  thereon  at a meeting  of
          shareholders.

     IN WITNESS  WHEREOF,  I have executed  these Articles of Amendment on this
22n1 day of July, 2005.



                              /s/ Evangelos J. Pistiolis
                              -------------------------------
                              Name:  Evangelos J. Pistiolis
                              Title:  President/Director