UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A

(Mark One)

[_]         REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2006

                                       OR

[_]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

[_]         SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             Date of event requiring this shell company report: N/A

                        Commission file number 000-50859


                                TOP TANKERS INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                        Republic of The Marshall Islands
--------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)

          1 Vas. Sofias and Meg. Alexandrou Str, 15124 Maroussi, Greece
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act.

                     Common Stock par value $0.01 per share
                         Preferred Stock Purchase Rights
--------------------------------------------------------------------------------

Securities registered or to be registered pursuant to section 12(g) of the Act.

                                      NONE
--------------------------------------------------------------------------------

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                      NONE
--------------------------------------------------------------------------------

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report.

     32,429,105 shares of Common Stock, par value $0.01 per share.

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act

                                 Yes |_| No |X|

If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

                                 Yes |_| No |X|

Note-  Checking the box above will not relieve any  registrant  required to file
reports  pursuant to Section 13 of 15(d) of the Securities  Exchange Act of 1934
for their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes |X| No |_|

Indicate by check mark  whether  registrant  is a large  accelerated  filer,  an
accelerated  filer, or a  non-accelerated  filer.  See definition of accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (Check
one):

Large accelerated filer |_|   Accelerated filer |X|   Non-accelerated filer |_|

Indicate by check mark which financial statement item the registrant has elected
to follow.

                             Item 17 |_| Item 18 |X|

If this is an annual report,  indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                                 Yes |_| No |X|


<PAGE>


                                Explanatory Note


This  Amendment  No.  2 to  Form  20-F  of  Top  Tankers  Inc.  (the  "Company")
("Amendment  No. 2") is being filed  solely for the purpose of revising  exhibit
15.1 to the Form 20-F to include the registered public accounting firm's consent
to the incorporation by reference into the Company's  registration  statement on
Form F-3 (No. 333-127086) of the registered public accounting firm's report with
respect to the Company's  financial  statements for the years ended December 31,
2005 and 2004, as included in the Company's Form 20-F.


<PAGE>


                                   SIGNATURES


The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this registration statement on its behalf.

                                        TOP Tankers Inc.


                                        By: /s/ Evangelos Pistiolis
                                            ------------------------------------
                                            Name:  Evangelos Pistiolis
                                            Title: Chief Executive Officer

June 11, 2007