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


                                   FORM 10-Q


   [X]      Quarterly Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

               For the quarterly period ended December 29, 2002


   [ ]      Transition Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

               For the transition period from ____ to ____

                     Commission File Number 1-5109



                     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, WASHINGTON   98134-1089
      (Street address of principal executive offices - Zip Code)

      Registrant's telephone number: (206) 625-1635


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.   [X]

There were 5,280,166 shares of the corporation's $.01 par value common stock
outstanding at January 29, 2003.

PART I - FINANCIAL INFORMATION

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

Statements contained in this Report which are not historical facts or
information are "forward-looking statements."  Words such as "believe,"
"expect," "intend," "will," "should," and other expressions that indicate
future events and trends identify such forward-looking statements.  These
forward-looking statements involve risks and uncertainties which could cause
the outcome to be materially different than stated.  Such risks and
uncertainties include both general economic risks and uncertainties and
matters discussed in the Company's annual report on Form 10-K which relate
directly to the Company's operations and properties.  The Company cautions
that any forward-looking statement reflects only the belief of the Company or
its management at the time the statement was made.  Although the Company
believes such forward-looking statements are based upon reasonable
assumptions, such assumptions may ultimately prove to be inaccurate or
incomplete.  The Company undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which
the statement was made.

ITEM 1.  FINANCIAL STATEMENTS

TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 (In thousands of dollars, except per share data)

                                     Quarter Ended        Nine Months Ended
                                  12/29/02  12/30/01     12/29/02  12/30/01

Revenues                           $31,840   $30,556     $121,683  $92,815
Operating expenses:
 Cost of revenue                    25,290    22,003       87,625   64,862
 Administrative and
  manufacturing overhead
  expense                            7,163     7,193       28,813   23,023
 Provision for (use of)
  environmental reserve                  -         -         (125)    (465)
Total operating expenses            32,453    29,196      116,313   87,420

Operating income (loss)               (613)    1,360        5,370    5,395

Investment and other income            319       317          928    1,551

Gain on sale of securities             134        63          165    2,172

Income (loss) before income taxes     (160)    1,740        6,463    9,118

Income tax expense (benefit)           (43)      616        2,301    3,221

Net income (loss)                  $  (117)  $ 1,124     $  4,162  $ 5,897

Net income (loss) per Common Share:
Basic                              $ (0.02)  $  0.21     $   0.79  $  0.82
Diluted                            $ (0.02)  $  0.21     $   0.75  $  0.81

Weighted Average Shares Outstanding:
Basic                                5,281     5,253        5,284    7,148
Diluted                              5,281     5,388        5,557    7,279

Pro forma amounts assuming
 adoption of FAS No. 123 to
 previously granted stock options:

  Net income (loss)                $  (173)  $ 1,067     $  3,994  $ 5,726

  Net income (loss) per Common Share:
   Basic                           $ (0.03)  $  0.20     $   0.76  $  0.80
   Diluted                         $ (0.03)  $  0.20     $   0.72  $  0.79

Retained earnings at
 beginning of period               $78,742   $72,218     $ 74,463  $67,445
Income (loss) for the period          (117)    1,124        4,162    5,897
Retained earnings at
 end of period                     $78,625   $73,342     $ 78,625  $73,342

The accompanying notes are an integral part of this statement.

TODD SHIPYARDS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
                                                  12/29/02   03/31/02
                                                (Unaudited)  (Audited)
ASSETS
Cash and cash equivalents                         $ 13,944  $ 17,795
Securities available-for-sale                       26,587    13,841
Accounts receivable, less allowance for
 doubtful accounts of $150 and $150
  U.S. Government                                    4,731    12,738
  Other                                              4,619     3,086
Costs and estimated profits in excess of
 billings on incomplete contracts                    2,712     5,648
Inventory                                            1,419     1,489
Deferred taxes                                         301       126
Other current assets                                   601       428
Total current assets                                54,914    55,151

Property, plant and equipment, net                  16,271    16,595

Restricted cash                                      2,988     2,990
Deferred pension asset                              29,743    30,823
Insurance receivable                                28,129    26,798
Other long-term assets                               1,400     1,323
Total assets                                      $133,445  $133,680

LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accruals                     $  5,659  $  9,156
Accrued payroll and related liabilities              1,827     2,438
Billings in excess of costs and estimated
 profits on incomplete contracts                     2,519     2,864
Taxes payable other than income taxes                  833     1,397
Income taxes payable                                 2,503     1,917
Total current liabilities                           13,341    17,772

Environmental and other reserves                    29,977    28,467
Accrued post retirement health benefits             16,779    17,404
Deferred taxes                                       2,218     2,646
Other non-current liabilities                        1,538     1,394
Total liabilities                                   63,853    67,683

Commitments and contingencies

Stockholders' equity:
Common stock $.01 par value-authorized
  19,500,000 shares, issued 11,956,033
  shares at December 29, 2002 and March 31, 2002,
  and outstanding 5,280,566 at December 29, 2002
  and 5,283,222 at March 31, 2002                      120       120
Paid-in capital                                     38,376    38,295
Retained earnings                                   78,625    74,463
Accumulated other comprehensive income                 342       922
Treasury stock                                     (47,871)  (47,803)
Total stockholders' equity                          69,592    65,997
Total liabilities and stockholders' equity        $133,445  $133,680

The accompanying notes are an integral part of this statement.

TODD SHIPYARDS CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended December 29, 2002 and December 30, 2001
(in thousands of dollars)
                                                      Period Ended
                                                  12/29/02    12/30/01
OPERATING ACTIVITIES:
Net income                                       $  4,162    $  5,897
Adjustments to reconcile net income to net
 cash used in operating activities:
  Depreciation                                      2,142       2,275
  Environmental reserves                            1,510       1,716
  Deferred pension asset                            1,080           -
  Post retirement health benefits                    (625)       (450)
  Deferred income taxes                              (603)      2,846
Decrease (increase) in operating assets:
  Costs and estimated profits in excess of
   billings on incomplete contracts                 2,936       1,886
  Inventory                                            70         191
  Accounts receivable                               6,474      (3,224)
  Environmental receivable                         (1,331)     (1,515)
  Other, net                                         (250)       (800)
Increase (decrease) in operating liabilities:
  Accounts payable and accruals                    (3,497)    (11,868)
  Accrued payroll and related liabilities            (467)        453
  Billings in excess of costs and estimated
   profits on incomplete contracts                   (345)      2,357
  Income taxes payable                                586        (319)
  Other, net                                         (564)       (445)
Net cash provided by (used in)
 operating activities                              11,278      (1,000)

INVESTING ACTIVITIES:
Purchases of marketable securities                (21,806)     (6,063)
Maturities of marketable securities                 2,300       5,150
Sales of marketable securities                      6,180      34,041
Capital expenditures                               (1,818)     (1,741)
Other                                                  87          88
Net cash provided by (used in) investing
 activities                                       (15,057)     31,475

FINANCING ACTIVITIES:
Restricted cash                                         2        (706)
Purchase of treasury stock                           (121)    (34,530)
Proceeds from exercise of stock options                47         118
Notes receivable from officers for common stock         -         415
Net cash used in financing activities                 (72)    (34,703)

Net decrease in cash and cash equivalents          (3,851)     (4,228)
Cash and cash equivalents at beginning of period   17,795      11,901
Cash and cash equivalents at end of period         13,944       7,673

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
 Interest                                               -           5
 Income taxes                                    $  2,007   $     319

The accompanying notes are an integral part of this statement.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Todd Shipyards Corporation (the "Company") filed its Consolidated Financial
Statements for the fiscal year ended March 31, 2002 with the Securities and
Exchange Commission on Form 10-K.  The Consolidated Financial Statements,
Notes to Consolidated Financial Statements and Management's Discussion and
Analysis contained in that report should be read in connection with this Form
10-Q.

1.  BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements are unaudited but in the
opinion of management reflect all adjustments necessary for a fair
presentation of the Company's financial position and results of operations in
accordance with accounting principles generally accepted in the United States
applied on a consistent basis.

2.  NEW ACCOUNTING POLICIES

Beginning in fiscal year 2003, the Company has elected to apply the expense
recognition provisions of Financial Accounting Standards Board Statement No.
123 (FAS No. 123), "Accounting for Stock-Based Compensation."  The recognition
provisions are applied to stock option grants awarded subsequent to March 31,
2002.  The Company has adopted FAS No. 123 as it is designated as the
preferred method of accounting for stock-based compensation.

During the quarter ended December 29, 2002, the Company did not grant any new
stock options and therefore there is no expense recorded under FAS No. 123.
The income statement includes pro forma information as if the expense
recognition provisions of FAS No. 123 were applied to stock option grants for
all periods presented, based on the valuation of the option as of the date of
the grants.

Previously, the Company had applied the disclosure only provisions of FAS No.
123 and accounted for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25),
"Accounting for Stock Issued to Employees" and related interpretations.  Under
APB No. 25, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company's common stock at the date of grant over
the stock option price.

Since the expense recognition provisions of FAS No. 123 apply to stock options
granted subsequent to March 31, 2002, the Company cannot presently determine
the financial impact that this change will have on its future results of
operations or financial condition.

3.  CONTRACTS

Auxiliary Oiler Explosive ("AOE") Contract
During the first quarter of fiscal year 2002, the Company was awarded a six-
year, sole source, cost-type contract for phased maintenance repairs to four
Department of Navy AOE class supply ships.  This was the fourth consecutive,
multi-year contract awarded to the Company by the Navy on the AOE class
vessels.  The notional value of this contract is expected to be approximately
$180 million if all options are exercised.  Work on this contract is being
performed primarily in the Company's Seattle shipyard.

During the first quarter of fiscal year 2003, the Navy announced its intention
to decommission AOE 7 and AOE 10 for transfer to the Military Sealift Command
in calendar 2003 and 2004, respectively.  The Company is currently unable to
determine what impact this may have on its continued selection to maintain
these vessels in the future.

Combatant Maintenance Team ("CMT") Contract
During the first quarter of fiscal year 2001, the Company was awarded, by the
Department of the Navy on a sole source basis, a five year, cost-type contract
for the repair and maintenance of six surface combatant class vessels
(frigates and destroyers) stationed in the Puget Sound area.  Although the
Navy has not released a notional value of the maintenance work, the Company
believes that the value may be approximately $60 million to $75 million if all
options are exercised.  Work on this contract is being performed primarily in
the Company's Seattle shipyard.

Planned Incremental Availability ("PIA")
During the fourth quarter of fiscal year 1999, the Department of the Navy
awarded the Company a five-year cost-type contract for phased maintenance on
three CVN class aircraft carriers.  The notional value for this five-year
contract is approximately $100 million if all options are exercised.  Work on
this contract is currently being performed at the Puget Sound Naval Shipyard,
located in Bremerton, Washington.

Contract Revenue
The Company's third quarter revenue of $31.8 million reflects an increase of
$1.3 million (4%) from the same period last fiscal year.  Revenues for the
first nine months of fiscal year 2003 of $121.7 million reflect an increase of
$28.9 million (31%) from fiscal year 2002 comparable periods.  The moderate
revenue increase for the third quarter is primarily due to the fluctuations in
the size and number of bidding opportunities available to the Company, as well
as the Company's bidding success.  Increases for the first nine months of this
fiscal year are primarily due to the large concentration of repair and
overhaul work under the Company's three U.S. Navy phased maintenance contracts
that occurred during the first and second quarters.

4.  ENVIRONMENTAL AND OTHER RESERVES

As discussed in the Company's Form 10-K for the fiscal year ended March 31,
2002, the Company faces potential liabilities in connection with the alleged
presence of hazardous waste materials at its Seattle shipyard and at several
sites used by the Company for disposal of alleged hazardous waste.  The
Company has also been named as a defendant in civil actions by parties
alleging damages from past exposure to toxic substances at Company facilities.

The Company continues to analyze environmental matters and associated
liabilities for which it may be responsible.  No assurance can be given as to
the existence or extent of any environmental liabilities until such analysis
has been completed.  The eventual outcome of all environmental matters cannot
be determined at this time, however, the analyses of the known matters have
progressed sufficiently to warrant establishment of reserve provisions in the
accompanying consolidated financial statements.

Harbor Island Site
In fiscal year 2001, the Company entered into a 30-year agreement with an
insurance company that provides broad-based insurance coverage for the
remediation of the Company's operable units at the Harbor Island Superfund
Site.

The agreement provides coverage for the known liabilities in an amount not to
exceed policy limits.  As of December 29, 2002 these limits exceed the
Company's current booked reserves of approximately $19.6 million.
Additionally, the Company entered into a 15-year agreement for coverage of any
new environmental conditions discovered at the Seattle shipyard property that
would require environmental remediation.

During the first quarter of fiscal year 2003, the Company submitted to the
Environmental Protection Agency (EPA) the Conceptual Design Report for the
Todd Shipyards Sediment Operable unit of the Harbor Island Superfund Site in
Seattle.  The Conceptual Design Report presents a preliminary conceptual
design for dredging, capping, and habitat enhancement actions for the site.

Based on the design concepts presented in the Report, the Company estimated
that the remediation costs associated with this cleanup would be approximately
$20.4 million, an increase of $3.2 million from previous estimates recorded at
March 31, 2002.  This increase was reflected in the Company's environmental
reserves for the quarter ended June 30, 2002 and was matched by a similar
increase in the Company's environmental insurance receivable.  The recognition
of these increases did not impact the Company's financial results or
stockholders' equity.

During the third quarter of fiscal year 2003, the Company submitted to the EPA
its Preliminary Design Report, which presents a 30% conceptual design for
dredging, capping, and habitat enhancement actions for the site.  The
Preliminary Design Report calls for cleanup construction to begin in the later
part of calendar year 2003 upon the entering of the consent decree, input from
the natural resource agencies, and the completion of design approvals.

Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation.  During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Harbor
Island Superfund Site ("Site") and continued these discussions during the
third quarter.  The Company anticipates that the Trustees will file a claim
against the Company at some future date alleging damages to the natural
resources at the Site caused by the release of hazardous substances.  The
Company has begun exploring potential ways to satisfy any liability arising
from such a Trustee claim as part of the Superfund Site remediation.  While
the dollar amount of any potential natural resource damage claim cannot
currently be estimated, the payment of any eventual claim is covered by the
aforementioned insurance policy, provided that aggregate policy limits have
not been exceeded.

Other Environmental Remediation Matters
During the first quarter of fiscal year 2003, the Company made final
settlement payments pursuant to consent decrees, which ended the Company's
participation in two other Superfund sites.  Final payments were made on the
Operating Industries, Inc. site located in Monterey Park, California and the
Western Processing site located in Kent, Washington.  These payments in the
amount of $0.4 million were charged against existing environmental remediation
reserves and did not impact the Company's financial results or stockholders'
equity.

Asbestos-Related Claims
As reported in depth in the Company's Form 10-K for its fiscal year 2002, the
Company has been named as a defendant in civil actions by parties alleging
damages from past exposure to toxic substances, generally asbestos, at closed
former Company facilities.

The cases generally include as defendants, in addition to the Company, other
ship builders and repairers, ship owners, asbestos manufacturers, distributors
and installers, and equipment manufacturers and arise from injuries or
illnesses allegedly caused by exposure to asbestos or other toxic substances.
The Company assesses claims as they are filed and as the cases develop,
analyzing them in two different categories based on severity of illness.
Based on current fact patterns, certain diseases including mesothelioma, lung
cancer and fully developed asbestosis are categorized by the Company as
"malignant" claims.  All others of a less medically serious nature are
categorized as "non-malignant".  The Company is currently defending
approximately  30 "malignant" claims and approximately 570 "non-malignant"
claims.

The relief sought in all cases varies greatly by jurisdiction and claimant.
Included in the approximate 400 cases open as of January 24, 2003 are
approximately 600 claimants.  The exact number of claimants is not
determinable as approximately 150 of the open cases include multiple claimant
filings against 30-100 defendants.  The filings do not indicate which
claimants allege liability against the Company.  The previously stated 600
claimants is the Company's best estimate as to whom the Company may have
liability taking known facts into consideration.

Approximately 390 claimants do not assert any specific amount of relief
sought.

Approximately 150 claims contain standard boilerplate language asserting on
behalf of each claimant a claim for damages of $2 million compensatory and $20
million punitive against approximately 100 defendants.  Approximately 20
claims set forth the same boilerplate language asserting $10-$20 million in
compensatory and $10-$20 million in punitive damages on behalf of each
claimant against approximately 30-100 defendants.  The claims involved in the
foregoing cases do not specify against which defendants which claims are made
or alleged dates of exposure.

Approximately 30 claimants seek compensatory damages of less than $100,000 per
claim and approximately 10 claimants seek compensatory amounts between
$100,000 and $600,000 per claim.

Based upon settled or concluded claims to date, the Company has not identified
any correlation between the amount of the relief sought in the complaint and
the final value of the claim.  The Company and its insurers are vigorously
defending these actions.

During the third quarter of fiscal year 2003, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables.  As of December 29, 2002, the Company has recorded a bodily
injury liability reserve of $9.5 million and a bodily injury insurance
receivable of $7.1 million.  This compares to a previously recorded bodily
injury reserve and insurance receivable of $9.4 and $7.1, respectively, at
March 31, 2002.  These bodily injury liabilities and receivables are
classified within the Company's Consolidated Balance Sheets as environmental
and other reserves, and insurance receivables, respectively.

5.  COMPREHENSIVE INCOME

The Company reported a comprehensive loss of $0.2 million for the quarter
ended December 29, 2002, which consisted of a net loss of $0.1 million and a
reduction in net unrealized gains on available-for-sale marketable securities
of $0.1 million.  The Company records changes in net unrealized gains on
available-for-sale securities in accumulated other comprehensive income.  For
the nine month period then ended, the Company reported comprehensive income of
$3.6 million, which consisted of net income of $4.2 million offset by a
reduction in net unrealized gains on available-for-sale marketable securities
of $0.6 million.

During the quarter ended December 30, 2001, the Company reported comprehensive
income of $1.6, which consisted of net income of $1.1 million and the change
in net unrealized gains on available-for-sale marketable securities of $0.5
million.  During the nine month period then ended, the Company reported
comprehensive income of $5.2 million, which consisted of net income of $5.9
million offset by a reduction in net unrealized gains on available-for-sale
marketable securities of $0.7 million.

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Notes to Consolidated Financial Statements are an integral part of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and should be read in conjunction herewith.

The Company filed its Consolidated Financial Statements for the fiscal year
ended March 31, 2002 with the Securities and Exchange Commission on Form 10-K.
The Consolidated Financial Statements, Notes to Consolidated Financial
Statements and Management's Discussion and Analysis contained in that report
should be read in connection with this Form 10-Q.

OPERATING RESULTS

All comparisons within the following discussion are with the corresponding
periods in the previous year, unless otherwise stated.

Revenue - The Company's third quarter revenue of $31.8 million reflects an
increase of $1.3 million (4%) from fiscal year 2002 third quarter levels.
Revenue for the nine month period of fiscal year 2003 was $121.7 million,
which reflects an increase of $28.9 million (31%) from last year's comparable
period.  The moderate revenue increase for the third quarter is primarily due
to the fluctuations in the size and number of bidding opportunities available
to the Company, as well as the Company's bidding success.  Increases for the
first nine months of this fiscal year are primarily due to the large
concentration of repair and overhaul work under the Company's three U.S. Navy
phased maintenance contracts that occurred during the first and second
quarters.  The Company's future work volumes are very difficult to predict
because they can be significantly impacted by many factors including changes
in the timing and scope of U.S. Navy and other ship repair jobs, the Company's
success rate on new bid opportunities, presently unknown work opportunities
that may materialize and the level of general economic activity.

Cost of Revenue - Cost of revenue during the third quarter of fiscal year 2003
was $25.3 million, or 79% of revenue.  Cost of revenue during the third
quarter of fiscal year 2002 was $22.0 million, or 72% of revenue.  Cost of
revenue during the first nine months of fiscal year 2003 was $87.6 million, or
72% of revenue.  During the comparable period in fiscal year 2002, cost of
revenues was $64.9 million, or 70% of revenue.

Cost of revenue and cost of revenue as a percentage of revenue increases
experienced in the third quarter of fiscal year 2003 are primarily
attributable to unplanned increases in direct costs associated with the
completion of two fixed priced repair and maintenance projects that began
early in the third quarter.  Also contributing, but to a lesser extent, was a
nonrecurring, non-cash charge arising from the settlement of a portion of the
Company's pension liabilities.  This settlement transferred a portion of the
Company's pension liability to an international labor union organization.
Under the provisions of pension accounting, the settlement of these
liabilities triggered recognition of certain cumulative differences between
pension plan assumptions and actual results.

Cost of revenue increases experienced during the first nine months of fiscal
year 2003, were primarily attributable to the significant volume increases
experienced during the first and second quarters of fiscal year 2003, as well
as the increased direct costs associated with the completion of the two
projects mentioned above.  The increase in cost of revenue as a percentage of
revenue during the first nine months of fiscal year 2003 is primarily
attributable to the increased direct costs associated with the completion of
the previously mentioned projects in the third quarter, which had no
corresponding revenue associated with the increased costs.

Administrative and manufacturing overhead expense - Overhead expenses for
administrative and manufacturing activities were $7.2 million, or 22% of
revenue for the third quarter of fiscal year 2003.  During the same period
last fiscal year, administrative and manufacturing overhead costs were $7.2
million, or 24% of revenue.  The decrease in administrative and manufacturing
overhead expenses as a percentage of revenue during the third quarter is
primarily attributable to the timing of planned maintenance projects and
Company initiated process improvement costs which occurred to a greater extent
during the first two quarters of fiscal year 2003.

Administrative and manufacturing overhead expenses for the first nine months
of fiscal year 2003 were $28.8 million, or 24% of revenue.  During the same
period last fiscal year, administrative and manufacturing overhead costs were
$23.0 million, or 25% of revenue.  The $5.8 million increase in administrative
and manufacturing overhead costs during the first nine months of fiscal year
2003 is attributable to significant volume increases experienced during the
first and second quarters as well as planned maintenance expenses and Company
initiated process improvement costs.  Administrative and manufacturing
overhead expenses as a percentage of revenue for fiscal year 2003 remained
relatively unchanged from the comparable period last fiscal year.

Investment and other income - Investment and other income for both the third
quarter of fiscal year 2003 and fiscal year 2002 was $0.3 million.  During the
first nine months of fiscal year 2003, the Company recorded $0.9 million in
investment and other income.  During the same period in fiscal year 2002, the
Company recorded $1.6 million in investment and other income.

The significant decrease in investment and other income reported during the
first nine months of fiscal year 2003 primarily reflects the reduction in
funds available for investment purposes, as a result of the Company's Dutch
Auction share repurchase of 4.1 million shares of its common stock that
occurred during the second quarter of fiscal year 2002, as well as lower
investment yields generally available in the market.

Gain on sale of available-for-sale securities - During the third quarter of
fiscal year 2003, the Company recorded a gain from the sale of available-for-
sale securities of $0.1 million.  During the same period last fiscal year the
Company recorded a gain from the sale of available-for-sale securities of $0.1
million.  During the first nine months of fiscal year 2003, the Company
recorded a gain from the sale of available-for-sale securities of $0.2 million
and during the same nine month period last year, the Company recorded a gain
from the sale of available-for-sale securities of $2.2 million.  The
significant decrease in gains on the sale of available-for-sale securities
reported during the first nine months of fiscal year 2003 is primarily
attributable to market conditions and related investment strategies on certain
available-for-sale securities that were more favorable during the second
quarter of fiscal year 2002.

Income taxes - For the quarter ending December 29, 2002, the Company reported
an income tax benefit of $43 thousand based on its pre-tax loss of $0.2
million.  The 27% income tax benefit rate reported for the quarter was lower
than the Company's nine-month income tax expense percentage due to permanent
tax differences recorded during the current quarter that were not affected by
the pre-tax loss.  The income tax rate recorded for the nine-month period
ended December 29, 2002 was 36%, a slight increase from the 35% recorded
during the same period last year.  The increase in the fiscal year 2003 nine-
month tax rate was attributable to permanent tax differences recorded in the
third quarter.

LIQUIDITY AND CAPITAL RESOURCES

Based upon its current cash, marketable securities position, anticipated cash
flow and access to credit facilities and capital markets, the Company believes
it has sufficient liquidity to fund operations for the next 12 months.
Accordingly, shipyard capital expenditures are expected to be financed out of
working capital.  A change in the composition or timing of projected work
arising from factors unknown presently, could result in capital expenditures
and/or repair and maintenance expenditures that are different than presently
planned.

Working Capital
Working capital at December 29, 2002 was $41.6 million, an increase of $4.2
million (11%) from the working capital reported at the end of fiscal year
2002.  This increase is primarily due to an increase in cash and marketable
securities of $8.9 million, a decrease in accounts payable and accruals and
accrued payroll and related liabilities of $4.1 million, offset by decreases
in accounts receivable of $6.5 million and costs and estimated profits in
excess of billings on incomplete contracts of $2.9 million.

Unbilled Receivables
As of December 29, 2002, unbilled items on completed contracts totaled $1.4
million compared with $2.2 million at the end of the third quarter of fiscal
year 2002 and $1.2 million at the beginning of fiscal year 2003.

Capital Expenditures
Capital expenditures for the third quarter of fiscal year 2003 were $0.8
million compared to $0.5 million in the third quarter of fiscal year 2002.
Capital expenditures for the first nine months of fiscal year 2003 were $1.8
million compared to $1.7 million during the first nine months of fiscal year
2002.

Fluctuations reported in capital expenditure levels between comparable periods
last fiscal year reflect the timing of various projects.  The Company
anticipates that capital expenditures for fiscal year 2003 will be similar to
fiscal year 2002 levels.

Credit Facility
Todd Pacific Shipyards Corporation ("Todd Pacific"), a wholly owned subsidiary
of the Company has a $10.0 million revolving credit facility available for its
working capital requirements.  Todd Pacific had no outstanding borrowings and
was in compliance with all debt covenants as of December 29, 2002 and December
30, 2001, respectively.

Stock Repurchase
During the third quarter of fiscal year 2003, the Board of Directors approved
the repurchase of up to 500,000 shares of the Company's common stock from time
to time in open market or negotiated transactions.  Under this authorization,
the Company repurchased an aggregate of 10,000 shares during the quarter in
open market transactions at a price of $12.00 per share, for total
consideration of approximately $120,000.

Subsequent to the end of the third quarter, on January 2, 2003, the Company
repurchased 400 shares in open market transactions at a price of $12.80 per
share, for total consideration of approximately $5,000.  As of January 29,
2003, the Company held in treasury 6,675,877 shares of its common stock.

The Company has previously engaged in stock repurchases when management
considered the market value relative to the fundamental value of the Company
to be favorable.

ENVIRONMENTAL MATTERS AND OTHER CONTINGENCIES

The Company has provided total aggregate reserves of $30.0 million as of
December 29, 2002 for its contingent environmental and bodily injury
liabilities.  Due to the complexities and extensive history of the Company's
environmental and bodily injury matters, the amounts and timing of future
expenditures is uncertain.  As a result, there can be no assurance that the
ultimate resolution of these environmental and bodily injury matters will not
have a material adverse effect on the Company's financial position, cash flows
or results of operations.

The Company has various insurance policies and agreements that provide
coverage on the costs to remediate environmental sites and for the defense and
settlement of bodily injury cases.  These policies and agreements are
primarily with two insurance companies.  Based upon the current credit rating
of both of these companies, the Company anticipates that both parties will be
able to perform under their respective policy or agreement.

As of December 29, 2002, the Company has recorded aggregate assets of $30.9
million related to its reserves for environmental and other liabilities.
These assets reflect receivables under contractual arrangements with several
insurance companies to share costs for certain environmental and other
matters, as well as amounts deposited to securitize certain remediation
activities.  Amounts recoverable from insurance companies are recorded within
the Company's Consolidated Balance Sheets as insurance receivables and, in the
case of reimbursements currently due, as other current assets.  Amounts held
in security deposits are recorded within the Company's Consolidated Balance
Sheets as restricted cash.

Ongoing Operations
Recurring costs associated with the Company's environmental compliance program
are not material and are expensed as incurred.  Capital expenditures in
connection with environmental compliance are not material to the Company's
financial statements.

Past Activities
The Company faces significant potential liabilities in connection with the
alleged presence of hazardous waste materials at its Seattle shipyard and at
two additional sites used by the Company for disposal of alleged hazardous
waste.  The Company has also been named as a defendant in civil actions by
parties alleging damages from past exposure to toxic substances at Company
facilities.

During the first quarter of fiscal year 2003, the Company submitted to the
Environmental Protection Agency (EPA) the Conceptual Design Report for the
Todd Shipyards Sediment Operable unit of the Harbor Island Superfund Site in
Seattle.  The Conceptual Design Report presents a preliminary conceptual
design for dredging, capping, and habitat enhancement actions for the site.

Based on the design concepts presented in the Report, the Company estimated
that the remediation costs associated with this cleanup would be approximately
$20.4 million, an increase of $3.2 million from previous estimates recorded at
March 31, 2002.  This increase was reflected in the Company's environmental
reserves for the quarter ended June 30, 2002 and was matched by a similar
increase in the Company's environmental insurance receivable.  The recognition
of these increases did not impact the Company's financial results or
stockholders' equity.

During the third quarter of fiscal year 2003, the Company submitted to the EPA
its Preliminary Design Report, which presents a 30% conceptual design for
dredging, capping, and habitat enhancement actions for the site.  The
Preliminary Design Report calls for cleanup construction to begin in the later
part of calendar year 2003 upon the entering of the consent decree, input from
the natural resource agencies, and the completion of design approvals.

Under the Federal Superfund law, potentially responsible parties may have
liability for damages to natural resources in addition to liability for
remediation.  During the second quarter of fiscal year 2003, the Company began
discussions with the natural resource trustees ("Trustees") for the Harbor
Island Superfund Site ("Site") and continued these discussions during the
third quarter.  The Company anticipates that the Trustees will file a claim
against the Company at some future date alleging damages to the natural
resources at the Site caused by the release of hazardous substances.  The
Company has begun exploring potential ways to satisfy any liability arising
from such a Trustee claim as part of the Superfund Site remediation.  While
the dollar amount of any potential natural resource damage claim cannot
currently be estimated, the payment of any eventual claim is covered by the
aforementioned insurance policy, provided that aggregate policy limits have
not been exceeded.

As of December 29, 2002, the Company's insurance limits exceed its booked
Harbor Island Site reserve of approximately $19.6 million.

As reported in depth in the Company's Form 10-K for its fiscal year 2002, the
Company has been named as a defendant in civil actions by parties alleging
damages from past exposure to toxic substances, generally asbestos, at closed
former Company facilities.

The cases generally include as defendants, in addition to the Company, other
ship builders and repairers, ship owners, asbestos manufacturers, distributors
and installers, and equipment manufacturers and arise from injuries or
illnesses allegedly caused by exposure to asbestos or other toxic substances.
The Company assesses claims as they are filed and as the cases develop,
analyzing them in two different categories based on severity of illness.
Based on current fact patterns, certain diseases including mesothelioma, lung
cancer and fully developed asbestosis are categorized by the Company as
"malignant" claims.  All others of a less medically serious nature are
categorized as "non-malignant".  The Company is currently defending
approximately 30 "malignant" claims and approximately 570 "non-malignant"
claims.

The relief sought in all cases varies greatly by jurisdiction and claimant.
Included in the approximate 400 cases open as of January 24, 2003 are
approximately 600 claimants.  The exact number of claimants is not
determinable as approximately 150 of the open cases include multiple claimant
filings against 30-100 defendants.  The filings do not indicate which
claimants allege liability against the Company.  The previously stated 600
claimants is the Company's best estimate as to whom the Company may have
liability taking known facts into consideration.

Approximately 390 claimants do not assert any specific amount of relief
sought.

Approximately 150 claims contain standard boilerplate language asserting on
behalf of each claimant a claim for damages of $2 million compensatory and $20
million punitive against approximately 100 defendants.  Approximately 20
claims set forth the same boilerplate language asserting $10-$20 million in
compensatory and $10-$20 million in punitive damages on behalf of each
claimant against approximately 30-100 defendants.  The claims involved in the
foregoing cases do not specify against which defendants which claims are made
or alleged dates of exposure.

Approximately 30 claimants seek compensatory damages of less than $100,000 per
claim and approximately 10 claimants seek compensatory amounts between
$100,000 and $600,000 per claim.

Based upon settled or concluded claims to date, the Company has not identified
any correlation between the amount of the relief sought in the complaint and
the final value of the claim.  The Company and its insurers are vigorously
defending these actions.

During the third quarter of fiscal year 2003, the Company experienced
relatively minor changes in its bodily injury liabilities and insurance
receivables.  As of December 29, 2002, the Company has recorded a bodily
injury liability reserve of $9.5 million and a bodily injury insurance
receivable of $7.1 million.  This compares to a previously recorded bodily
injury reserve and insurance receivable of $9.4 and $7.1, respectively, at
March 31, 2002.  These bodily injury liabilities and receivables are
classified within the Company's Consolidated Balance Sheets as environmental
and other reserves, and insurance receivables, respectively.

BACKLOG

At December 29, 2002 the Company's firm shipyard backlog consists of
approximately $24 million of repair and overhaul work.  The Company's repair
and overhaul work generally is of short duration with little advance notice.
The Company's backlog at December 30, 2001 was approximately $17 million.

LABOR RELATIONS

During the third quarter of fiscal year 2003, the Puget Sound Metal Trades
Council (the bargaining umbrella for all unions at Todd Pacific Shipyards) and
Todd Pacific Shipyards reached an agreement on a new collective bargaining
agreement.  The Todd Pacific Shipyards eligible workforce ratified the
agreement on October 22, 2002.  The parties had been operating under an
extension of the old agreement, which expired on July 31, 2002.  The new
three-year agreement, effective retroactively to August 1, 2002, includes an
annual 3.5% wage and fringe benefit increase.

During the third quarter, the Company paid the retroactive portion of this
increase, which was approximately $0.3 million in wage and benefit costs.
These amounts had been estimated and accrued in the second quarter of fiscal
year 2003.

FUTURE SHIPYARD OPERATIONS

The Company's future profitability depends largely on the ability of the
shipyard to maintain an adequate volume of repair and overhaul business, as
well as its ability to perform satisfactorily on current and future repair and
overhaul projects.  The Company competes with other northwest and west coast
shipyards, some of which have more modern facilities, lower labor cost
structures, or access to greater financial resources.

NEW ACCOUNTING POLICIES

Beginning in fiscal year 2003, the Company has elected to apply the expense
recognition provisions of Financial Accounting Standards Board Statement No.
123 (FAS No. 123), "Accounting for Stock-Based Compensation."  The recognition
provisions are applied to stock option grants awarded subsequent to March 31,
2002.  The Company has adopted FAS No. 123 as it is designated as the
preferred method of accounting for stock-based compensation.

During the quarter ended December 29, 2002, the Company did not grant any new
stock options and therefore there is no expense recorded under FAS No. 123.
The income statement includes pro forma information as if the expense
recognition provisions of FAS No. 123 were applied to stock option grants for
all periods presented, based on the valuation of the option as of the date of
the grants.

Previously, the Company had applied the disclosure only provisions of FAS No.
123 and accounted for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 25),
"Accounting for Stock Issued to Employees" and related interpretations.  Under
APB No. 25, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company's common stock at the date of grant over
the stock option price.

Since the expense recognition provisions of FAS No. 123 apply to stock options
granted subsequent to March 31, 2002, the Company cannot presently determine
the financial impact that this change will have on its future results of
operations or financial condition.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Within the 90 day period prior to the filing date of this Quarterly Report on
Form 10-Q, the Company, under the supervision, and with the participation, of
its management, including its chief executive officer and chief financial
officer, performed an evaluation of the Company's disclosure controls and
procedures, as contemplated by Securities Exchange Act Rule 13a-15.  Based on
that evaluation, the Company's chief executive officer and chief financial
officer concluded that such disclosure controls and procedures are effective
in ensuring that material information relating to the Company, including its
consolidated subsidiaries, is made known to them, particularly during the
period for which the periodic reports are being prepared.

Changes in Internal Controls
No significant changes were made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation performed pursuant to Securities Exchange Act Rule 13a-
15 referred to above.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

No. 99.1   Certification Pursuant to 18 U.S.C. Section 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
            Executive Officer.

No. 99.2   Certification Pursuant to 18 U.S.C. Section 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
            Financial Officer.

No. 99.3   Press Release dated January 22, 2003 announcing financial results
            for the Company's quarterly and nine month period ending
            December 29, 2003.

No. 99.4   Press Release dated January 31, 2003 announcing revised financial
           results for the Company's quarterly and nine month period ending
           December 29, 2003.

 (b)  Reports on Form 8-K.

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

TODD SHIPYARDS CORPORATION
Registrant



By:
   Scott H. Wiscomb
   Chief Financial Officer and Treasurer
   January 31, 2003

CERTIFICATION

I, Stephen G. Welch, President and Chief Executive Officer of Todd Shipyards
Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 31, 2003



Stephen G. Welch,
President and Chief Executive Officer

CERTIFICATION

I, Scott H. Wiscomb, Chief Financial Officer and Treasurer of Todd Shipyards
Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Todd Shipyards
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 31, 2003




Scott H. Wiscomb,
Chief Financial Officer and Treasurer