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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

AMENDMENT NO. 1

(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, 2007

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

For the transition period from
 to

Commission
file number 1-32591

SEASPAN CORPORATION



(Exact name of Registrant as specified in its
charter)

Republic of The Marshall Islands



(Jurisdiction of incorporation or organization)

Unit 2, 7th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

China



(Address of principal executive offices)

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



|                                                    |  |                                          
|--------------------------------------------------- |  | -----------------------------------------
|Title of each class                                 |  | Name of each exchange on which registered
|Class A Common Shares, par value of $0.01 per share |  | New York Stock Exchange                  

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.

50,396,833 Class A Common Shares, par value of $0.01 per share

7,145,000 Class B Common Shares, par value of $0.01 per share

100 Class C Common Shares, par value of $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  x    No   ̈

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

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 the 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  x            Accelerated filer   ̈            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









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EXPLANATORY NOTES

This Form 20-F/A is being filed by Seaspan Corporation (the Company) as Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the Securities
and Exchange Commission on March 24, 2008 (the 2007 20-F), solely to include the consent of KPMG LLP to the incorporation by reference of their reports in respect of the consolidated financial statements of the Company for the
fiscal year ended December 31, 2007 that were included in the 2007 20-F.

Other than as expressly set forth above, this Form 20-F/A
does not, and does not purport to, amend, update or restate the information in any part of the 2007 20-F or reflect any events that have occurred after the 2007 20-F was filed on March 24, 2008. The filing of this Form 20-F/A should not be
understood to mean that any other statements contained in the 2007 20-F are true and complete as of any date subsequent to March 24, 2008.



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Table of Contents



|                  |  |     
|----------------- |  | ----
|                  |  | Page
|                  | 
|Item 19. Exhibits |  | 1   
|                  | 
|Signature         |  | 2   
|                  | 
|Index to Exhibits |  | 3   



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Item 19. Exhibits

The following exhibits are filed as part of this Report and are in addition to those
exhibits previously filed as exhibits to the 2007 Annual Report:



|              |  |                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                        
|              | 
|12.1*         |  | Rule 13a-14(a)/15d-14(a) Certification of Seaspans Chief Executive Officer.                                                                                                       
|              | 
|12.2*         |  | Rule 13a-14(a)/15d-14(a) Certification of Seaspans Chief Financial Officer.                                                                                                       
|              | 
|13.1*         |  | Seaspan Corporation Certification of Gerry Wang, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|13.2*         |  | Seaspan Corporation Certification of Sai W. Chu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|15.1*         |  | Consent of KPMG LLP to the incorporation by reference of the consolidated financial statements of the Company for the fiscal year ended December 31, 2007                          



|* | Filed herewith.
|- | ---------------



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SIGNATURE

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 Annual Report on its behalf.



SEASPAN CORPORATIONBy:

/s/ Sai W. ChuSai W. ChuChief Financial Officer (Principal Financial and
Accounting Officer)


Dated: April 7, 2008



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INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                        
|              | 
|12.1*         |  | Rule 13a-14(a)/15d-14(a) Certification of Seaspans Chief Executive Officer.                                                                                                       
|              | 
|12.2*         |  | Rule 13a-14(a)/15d-14(a) Certification of Seaspans Chief Financial Officer.                                                                                                       
|              | 
|13.1*         |  | Seaspan Corporation Certification of Gerry Wang, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|13.2*         |  | Seaspan Corporation Certification of Sai W. Chu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|15.1*         |  | Consent of KPMG LLP to the incorporation by reference of the consolidated financial statements of the Company for the fiscal year ended December 31, 2007                          



|* | Filed herewith.
|- | ---------------



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