Exhibit 4.2

                              Stelmar Shipping Ltd.

                              Amended and Restated
                             2001 Stock Option Plan

1.   Purpose.

          The purpose of the Stelmar Shipping Ltd. 2001 Stock Option Plan (the
"Plan") is to provide an incentive through the acquisition of a proprietary
interest in the stock of the Company to officers, key employees, including
senior sea staff, and directors of Stelmar Shipping Ltd.(the "Company") or any
subsidiaries which may be acquired in the future, who materially contribute or
are expected to materially contribute to the growth and profitability of the
Company's business and to assist the Company in attracting and retaining
employees and directors with an ability to make such contributions.

2.   Definitions.

          In addition to the terms elsewhere defined in the Plan, as used in the
Plan each of the following terms shall have the meaning indicated for that term
in this Section 2:

                    (a) "Administrator" shall mean the Board.

                    (b) "Board" shall mean the Board of Directors of the
          Company.

                    (c) "Common Stock Offering" shall mean the sale of the
          Company's Shares in a firmly underwritten public offering.

                    (d) "Disability" shall mean the Optionee's incapacity due to
          physical or mental illness, as a result of which the Optionee shall
          have been absent from his or her duties of employment with the Company
          on a full-time basis for an entire period of four consecutive
          months, and within thirty days after written notice of termination
          of employment is given by the Company (which notice may be given
          within thirty days before or at any time after the end of such
          four month period) shall not have returned to the performance of
          such duties on a full-time basis.

                    (e) "Market Price" per Share as of a particular date shall
          mean (i) the average of the closing sales price per Share on the
          national securities exchange on which Shares are principally traded,
          or (ii) if the Shares are not then traded on such an exchange but are
          traded in an over-the-counter market, the average of the last
          preceding closing bid and asked prices for a Share in such
          over-the-counter market, or (iii) if the Shares are not then listed on
          a national securities exchange or traded in an over-the-counter
          market, such value as the Administrator, in good faith in its sole
          discretion, shall determine. (f) "Option" or "Options" shall mean an
          award to an Optionee of an option or options to purchase Shares in
          accordance with the Plan. Options granted by the Administrator
          pursuant to the Plan shall constitute Nonqualified Stock Options.

                    (g) "Optionee" shall mean with respect to an Option, the
          person to whom such Option is granted.

                    (h) "Retirement" shall mean a termination of employment
          after attaining the earlier of (i) the normal retirement age specified
          in any retirement plan or program of the Company, or (ii) age 65.

                    (i) "Shares" shall mean Common Stock, par value $.02 per
          share, of the Company.

                    (j) "Subsidiary" shall mean any corporation or other entity
          of which the Company and/or its Subsidiaries now or hereafter (i) have
          sufficient voting power (not depending on the happening of a
          contingency) to elect at least a majority of its board of directors,
          or (ii) otherwise have the power to direct or cause the direction of
          its management and policies.

3.   Administration.

          The Plan shall be administered by the Board. The Administrator shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation: the authority to grant Options; to determine the purchase price of
the Shares covered by each Option (the "Option Price"); to determine the persons
to whom, and the time or times at which Options shall be granted ("Optionees");
to determine the number of Shares to be covered by each award; to prescribe (and
extend) the period of time following the Optionee's termination of employment
during which an Option may be exercised; to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of Option Agreements (which need not be identical) entered
into in connection with Options granted under the Plan; to cancel or suspend
Options, as necessary; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Administrator may delegate to
one or more of its members or to one or more agents such administrative duties
as it may deem advisable, and the Administrator or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Administrator or such person may have
under the Plan. All decisions, determinations, interpretations and other actions
of the Administrator shall be final, binding and conclusive on the Optionee or
all Optionees effected thereby.


          The Administrator shall hold its meetings at such times and places as
it shall deem advisable. All determinations of the Administrator shall be made
by a majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Administrator may
appoint a chairman and a secretary and make such rules and regulations for the
conduct of its business as it shall deem advisable, and shall keep minutes of
its meetings.


          No member of the Administrator shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.

4.   Eligibility.

          Awards may be granted to individuals who are officers, key employees,
including senior sea staff, and directors of the Company. In determining the
individuals to whom Options are to be granted and the number of Shares to be
covered thereby, the Administrator shall take into account the duties of the
respective persons, their present and potential contributions to the success of
the Company and such other factors as the Administrator may deem relevant in
connection with accomplishing the purposes of the Plan. For purposes of the
Plan, employment by a Subsidiary of the Company shall be deemed to be employment
by the Company, and, unless the context otherwise requires, the term Company
shall include the Company and each of its Subsidiaries.

5.   Shares Subject to the Plan.

          The maximum number of Shares with respect to which Options may be
granted and which shall be reserved for issuance under the Plan is 382,470
Shares, subject to adjustment as provided in Section 7 hereof. Such Shares may,
in whole or in part, be Shares that have been or may hereafter be transferred to
or otherwise acquired by the Company. The Shares acquired under the Plan may not
be transferred or otherwise disposed until three years following the Closing of
the Common Stock Offering.

          If any outstanding Option under the Plan should, for any reason
expire, be cancelled or be terminated, without having been exercised in full,
the Shares allocable to the unexercised, cancelled or terminated portion of such
Option shall (unless the Plan shall have been terminated) become available for
subsequent grant under the Plan.

6.   Terms and Conditions of Options.

          Each Option granted pursuant to the Plan shall be evidenced by a
written agreement between the Company and the Optionee in such form as the
Administrator shall from time to time prescribe (the "Option Agreement"), which
Option Agreement shall set forth the terms and conditions of the Option and, in
particular:

                    (a) Number of Shares. Each Option Agreement shall state the
          number of Shares to which the Option relates.

                    (b) Type of Option. Each Option Agreement shall specifically
          state that the Option constitutes a Nonqualified Stock Option.

                    (c) Option Price. Each Option Agreement shall state the
          Option Price in U.S. Dollars. With respect to any grant of Options,
          the Option Price will be the average of the Market Price of the
          Shares, as determined by the Administrator, over the 30 day period
          following the closing of the Common Stock Offering. The Option Price
          shall be subject to adjustment as provided in Section 7 hereof. The
          date on which the Administrator acts to grant an Option shall be
          considered the day on which such Option is granted, except to the
          extent the granting action provides otherwise.

                    (d) Method and Time of Payment. Each Option Agreement shall
          require that the Option Price be paid in full, at the time of exercise
          of an Option, in cash (by certified or cashier's check), by Shares
          owned by the Optionee (which are not subject to a pledge or other
          security interest), in a combination of cash and Shares having a
          Market Price equal to the balance of the Exercise Price, or in such
          other manner as the Administrator may prescribe.

                    (e) Term and Exercisability of Options. Except as otherwise
          provided in this Section 6 or Section 7 hereof or unless the
          Administrator in the applicable Option Agreement provides for a longer
          exercise period, each outstanding Option shall become exercisable
          beginning as of December 31, 2002. Except as specifically provided in
          Sections 6(f) and 6(g) hereof, each Option shall expire ten (10) years
          from the date of grant of such Option.

                    (f) Termination of Employment, Except by Reason of Death,
          Disability or Retirement. Except as provided in this Section 6(f) and
          in Sections 6(e) and (g) hereof, each Option granted hereunder shall
          expire, to the extent vested and not theretofore exercised, upon the
          earlier of the date the Optionee terminates employment with the
          Company or ceases to be a member of the Board, the Option would
          otherwise expire, or such longer period as the Administrator may
          prescribe or the date that the Optionee ceases to be employed by the
          Company (but for this purpose treating any Subsidiary as part of the
          Company).

                    (g) Death, Disability or Retirement of Optionee. If an
          Optionee shall die while employed by the Company or a Subsidiary, or
          if the Optionee's employment shall terminate by reason of the
          Optionee's Disability or Retirement, all Options theretofore granted
          to such Optionee may be exercised pursuant to their terms. In the
          event that an Option shall be exercised by a legal representative of
          an Optionee, written notice of such exercise shall be accompanied by a
          certified copy of letters testamentary or equivalent proof of the
          right of such legal representative to exercise such Option.

                    (h) Investment Purpose and Legal Requirements. At the time
          of the exercise of any Option, the Company may, if it shall deem it
          necessary or advisable for any reason, require the holder of such
          Option (i) to represent in writing to the Company that it is the
          Optionee's then intention to acquire the Shares with respect to which
          the Option is to be exercised for investment and not with a view to
          the distribution thereof, or (ii) to postpone the date of exercise
          until such time as the Company has available for delivery to the
          Optionee a prospectus meeting the requirements of all applicable
          securities laws; and no Shares shall be issued or transferred upon the
          exercise of any Option unless and until all legal requirements
          applicable to the issuance or transfer of such Shares have been
          complied with to the satisfaction of the Company. The Company shall
          have the right to condition any issuance of Shares to any Optionee
          hereunder on such Optionee's undertaking in writing to comply with
          such restrictions on the subsequent transfer of such Shares as the
          Company shall deem necessary or advisable as a result of any
          applicable law, regulation or official interpretation thereof, and
          certificates representing such Shares may contain a legend to reflect
          any such restrictions.

                    (i) Other Provisions. An Option Agreement evidencing an
          Option or Options may contain such other terms and conditions, not
          inconsistent with the Plan, as the Administrator may determine.

7.   Effect of Certain Changes.

          (a) If there is any change in the Shares through the declaration of
extraordinary dividends, stock dividends, recapitalization, stock splits, or
combinations or exchanges of Shares, or in the event of a sale of all or
substantially all of the assets of the Company (an "Asset Sale"), or the merger
or consolidation of the Company with or into another corporation (a "Merger"),
or in the event of other similar transactions, the Administrator shall promptly
make an appropriate adjustment to the number and class of Shares available for
awards under the Plan, to the number of shares covered by outstanding Options
after the effective date of such transaction, and, if applicable, to the price
thereof; provided, however, that any fractional shares resulting from any such
adjustment may be eliminated.

          (b) In the event of the dissolution or liquidation of the Company, in
the event in respect of the Company of any corporate separation or division,
including, but not limited to, a split-up, split-off or spin-off, or in the
event of other similar transactions, the Administrator may, but is not required
to, provide that:

                    (i) each Optionee of an Option shall have the right to
          exercise such Option to the extent not then otherwise exercisable;
          and/or

                    (ii) each Option shall terminate as of a date to be fixed by
          the Administrator, and that not less than thirty days' written notice
          of the date so fixed shall be given to each Optionee, who shall have
          the right, during the period of thirty days preceding such
          termination, to exercise such Option (to the extent exercisable) with
          respect to any or all of the Shares covered thereby.

          (c) In the event of an Asset Sale or a Merger, any Option then
outstanding may be assumed, or an equivalent award may be substituted, by such
successor corporation or a parent or subsidiary of such successor corporation.
If such successor corporation does not agree to assume the Option or to
substitute an equivalent award, the Administrator may, in lieu of such
assumption or substitution, provide for the realization of such outstanding
award in the manner set forth in subsections 7(b)(i) or 7(b)(ii) above.

          (d) In the event of a change in the Shares of the Company as at
present constituted that is limited to a change of all of its authorized Shares
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Shares
within the meaning of the Plan.

          (e) Except as hereinbefore expressly provided in this Section 7, the
Optionee of an Option shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger or spin-off of
assets or stock of another company; and any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares subject to an Option. The grant of an option
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structures or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or part of its business or assets or engage in any similar
transactions.

8.   Period During Which Options May Be Granted.

          Awards may be granted pursuant to the Plan annually within a period of
ten years from date of the Closing of the Common Stock Offering.

9.   Restrictions on Transferability of Awards.

          Options shall not be transferable other than by will or by the laws of
descent and distribution, and an Option may be exercised or otherwise realized,
during the lifetime of the Optionee thereof, only by the Optionee or by his or
her guardian or legal representative.

10.  Beneficiary.

          An Optionee may file with the Administrator a written designation of a
beneficiary on such form as may be acceptable to the Administrator and may, from
time to time, amend or revoke such designation. If no designated beneficiary of
an Optionee survives the Optionee, the Optionee's estate shall be deemed to be
the Optionee's beneficiary.

11.  Agreement by Optionee Regarding Withholding Taxes.

          If the Administrator shall so require, as a condition of exercise of
an Option, the Optionee thereof shall agree that no later than the date of
exercise, the Optionee will pay to the Company or make arrangements satisfactory
to the Administrator regarding payment of any federal, state or local taxes of
any kind required by law to be withheld in connection with the exercise of an
Option. To the extent permitted by the Administrator, such payment may be made
by the Optionee with Shares (whether previously owned by, or issuable upon the
exercise of an Option awarded to, such Optionee) having a fair market value
equal to the amount of such taxes. Alternatively, the Administrator may provide
that an Optionee may elect, to the extent permitted or required by law, to have
the Company deduct federal, state and local taxes of any kind required by law to
be withheld upon the exercise of an Option from any payment of any kind due to
the Optionee.

12.  Rights as a Shareholder.

          An Optionee or a transferee of an Option shall have no rights as a
shareholder with respect to any Shares covered by the Option until the date of
the issuance of a stock certificate for such Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions of other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 7
hereof.

13.  No Rights to Employment.

          Nothing in the Plan, in any Option or in any Option Agreement shall
confer upon any Optionee any right to be employed by, or to continue in the
employ of, the Company or any Subsidiary or to be entitled to any remuneration
or benefits not set forth in the Plan or such Option Agreement or to interfere
with or limit in any way the right of the Company or any Subsidiary to terminate
such Optionee's employment at any time, with or without Cause.

14.  Amendment and Termination of the Plan.

          The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, except as provided in Section 7
hereof, no suspension, termination, modification or amendment of the Plan may,
without the express written consent of the Optionee involved, adversely affect
any Option previously granted to the Optionee.

15.  Governing Law.

          The Plan and all determinations made and other actions taken pursuant
hereto shall be governed by the laws of New York without giving effect to the
conflict of laws principles thereof.

16.  Effective Date and Duration of the Plan.

          This Plan shall be effective as of the closing of the Common Stock
Offering, and shall terminate on the later of (i) the tenth anniversary of the
date so determined or (ii) the last expiration of Options granted hereunder.



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