TBS
INTERNATIONAL LIMITED & SUBSIDIARIES   EXHIBIT
3.1
      
  AMENDED
AND RESTATED MEMORANDUM
    [SEAL
OF BERMUDA]
   BERMUDA
 THE
COMPANIES ACT 1981
 MEMORANDUM
OF ASSOCIATION OF
 COMPANY
LIMITED BY SHARES
 (Section
7(1) and (2))
  MEMORANDUM
OF ASSOCIATION
 OF
  TBS
INTERNATIONAL LIMITED
 (hereinafter
referred to as "the Company")
  1.   The
liability of the members of the Company is limited to the amount
(if
 any)
for the time being unpaid on the shares respectively held by them.
 
 2.   We,
the undersigned, namely,
 
 BERMUDIAN       NATIONALITY        NUMBER
OF
 STATUS                             SHARES
 NAME          ADDRESS             (Yes/No)                           SUBSCRIBED
 JOHN
H.       SOUTHAMPTON,         YES              BRITISH            1
SHARE
 COOPER        BERMUDA
 
 DAVID
G.      SOUTHAMPTON,         YES              BRITISH            1
SHARE
 COOPER        BERMUDA
 
 ERNEST
A.     PAGET,               YES              BRITISH            1
SHARE
 MORRISON      BERMUDA
 
 do hereby
respectively agree to take such number of shares as may be allotted
to
 us
respectively by the provisional directors of the Company, not exceeding
the
 number of
shares for which we have respectively subscribed, and to satisfy
such
 calls as
may be made by the directors, provisional directors or promoters of
the
 Company
in respect of the shares allotted to us respectively.
 
 
 
 3.   The
Company is to be an EXEMPTED Company as defined by the Companies
Act
 1981.
 
 4.   The
Company has power to hold land situated in Bermuda not exceeding in
 all,
including the following parcels -
 
 N/A
 
 5.   The
authorised share capital of the Company is U.S. $12,000.00 divided
into
 2,000
shares of U.S.$6.00 EACH. The minimum subscribed share capital of
the
 Company
is U.S.$12,000.00.
 
 6.   The
objects for which the Company is formed and incorporated are -
 
 (I)    TO
ACT AND OR TO PERFORM ALL THE FUNCTIONS OF A HOLDING COMPANY IN
 ALL
ITS BRANCHES AND TO COORDINATE THE POLICY AND ADMINISTRATION OF
 (I)
ANY ENTITY OR ENTITIES WHEREVER INCORPORATED, ESTABLISHED OR
 CARRYING
ON BUSINESS WHICH ARE IN ANY MANNER DIRECTLY OR INDIRECTLY
 OWNED
OR CONTROLLED BY THE COMPANY OR BY THE SAME ENTITY IN ANY
 MANNER
DIRECTLY OR INDIRECTLY OWNING OR CONTROLLING THE COMPANY OR
 (II)
ANY GROUP OF WHICH THE COMPANY OR ANY SUCH ENTITY OWNED OR
 CONTROLLED
BY, OR UNDER COMMON OWNERSHIP OR CONTROL WITH, THE
 COMPANY
IS A MEMBER;
 
 (II)   TO
PROVIDE AND OR PROCURE FINANCING AND FINANCIAL INVESTMENT,
 MANAGEMENT
AND ADVISORY SERVICES AND ADMINISTRATIVE SERVICES TO ANY
 ENTITY
IN WHICH THE COMPANY OWNS, DIRECTLY OR INDIRECTLY AN EQUITY
 INTEREST
(REGARDLESS OF WHETHER THE SAME CARRIES ANY VOTING RIGHTS
 OR
PREFERRED RIGHTS OR RESTRICTIONS); AND, IN CONNECTION WITH ANY OF
 THE
FOREGOING, TO PROVIDE AND OR PROCURE CREDIT, CREDIT ENHANCEMENT,
 FINANCIAL
ACCOMMODATION, GUARANTEES, LOANS AND OR ADVANCES WITH OR
 WITHOUT
INTEREST OR BENEFIT TO THE COMPANY TO ANY SUCH ENTITY AND TO
 LEND
TO, DEPOSIT WITH AND OR CHARGE OR OTHERWISE ENCUMBER IN FAVOUR
 OF
ANY FINANCIAL INSTITUTION, FUND AND OR TRUST, ALL OR ANY PROPERTY
 OF
THE COMPANY AND OR ANY INTEREST THEREIN TO PROVIDE SECURITY OR
 COLLATERAL
FOR ANY FINANCING PROVIDED TO ANY SUCH ENTITY;
 
 (III)  TO
ACT AS AN INVESTMENT COMPANY AND FOR THAT PURPOSE TO ACQUIRE,
 HOLD
UPON ANY TERMS, EITHER IN THE NAME OF THE COMPANY OR THAT OF
 ANY
NOMINEE, PERSONAL PROPERTY OF ALL KINDS, INCLUDING WITHOUT
 LIMITATION,
SHARES, STOCK, DEBENTURES, DEBENTURE STOCK, OWNERSHIP
 INTERESTS,
SWAPS, HEDGING SECURITIES (INCLUDING PUT AND CALL
 OPTIONS)
ANNUITIES, NOTES, MORTGAGES, BONDS, OBLIGATIONS AND OTHER
 SECURITIES,
FOREIGN EXCHANGE, FOREIGN CURRENCY DEPOSITS AND
 COMMODITIES,
ISSUED OR GUARANTEED BY ANY COMPANY, PARTNERSHIP OR
 OTHER
ENTITY WHEREVER INCORPORATED, ESTABLISHED OR CARRYING ON
 BUSINESS,
OR BY ANY GOVERNMENT, SOVEREIGN, RULER, COMMISSIONERS,
 PUBLIC
BODY OR AUTHORITY, SUPREME, MUNICIPAL, LOCAL OR OTHERWISE, BY
 ORIGINAL
SUBSCRIPTION, TENDER, PURCHASE, EXCHANGE, UNDERWRITING,
 PARTICIPATION
IN SYNDICATES OR IN ANY OTHER MANNER AND WHETHER OR
 NOT
FULLY PAID UP, AND TO MAKE PAYMENTS THEREON AS CALLED UP OR IN
 ADVANCE
OF CALLS OR OTHERWISE AND TO SUBSCRIBE FOR THE SAME, WHETHER
 CONDITIONALLY
OR ABSOLUTELY, AND TO HOLD THE SAME WITH A VIEW TO
 INVESTMENT,
BUT WITH THE POWER TO VARY ANY INVESTMENTS, AND TO
 
 
 EXERCISE
AND ENFORCE ALL RIGHTS AND POWERS CONFERRED BY OR INCIDENT
 TO
THE OWNERSHIP THEREOF, AND TO INVEST AND DEAL WITH THE MONEYS OF
 THE
COMPANY UPON SUCH SECURITIES AND IN SUCH MANNER AS MAY BE FROM
 TIME
TO TIME DETERMINED (INCLUDING , WITHOUT LIMITATION, ENTERING
 INTO,
INVESTING IN AND REINVESTING IN FUTURES AND FORWARD CONTRACTS,
 DERIVATIVE
FINANCIAL INVESTMENTS, FOREIGN EXCHANGE CONTRACTS AND
 RELATED
OPTIONS THEREON).
 
 (IV)   TO
ACQUIRE BY PURCHASE OR OTHERWISE, BUY, OWN, HOLD, CREATE, MARKET,
 DESIGN,
ASSEMBLE, MANUFACTURE, REPAIR, LEASE, HIRE, LET, SELL,
 DISPOSE
OF (WITH OR WITHOUT CONSIDERATION OR BENEFIT), MAINTAIN,
 IMPROVE,
DEVELOP, MANAGE, INVENT, BUILD, CONSTRUCT, OPERATE, PACKAGE
 AND
OTHERWISE TRADE, INVEST OR DEAL IN AND WITH PRODUCTS, FINANCIAL
 INSTRUMENTS,
GOODS, AND REAL AND PERSONAL PROPERTY OF ALL KINDS
 WHATSOEVER
AND WHERESOEVER SITUATED, AND ENTER INTO ARRANGEMENTS FOR
 OR
WITH RESPECT TO ANY OF THE FOREGOING;
 
 (V)    TO
PERFORM, PROVIDE, PROCURE, MARKET AND DEAL IN SERVICES AND
 UNDERTAKINGS
OF ALL KINDS;
 
 (VI)   TO
ADVISE AND ACT AS CONSULTANTS AND MANAGERS OF ALL KINDS AND,
 WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, TO PROVIDE
 INVESTMENT
AND FINANCIAL ADVICE, CONSULTATION AND MANAGEMENT
 SERVICES;
 
 (VII)  TO
RESEARCH, CREATE, DEVELOP, INVENT, IMPROVE, DISCOVER, DESIGN,
 COLLATE
AND DRAFT ORIGINAL WORKS, SOFTWARE, INVENTIONS, DESIGNS,
 CONCEPTS,
FORMULAS, PROCESSES, STRATEGIES, METHODOLOGIES AND THE
 LIKE,
AND ACQUIRE, BUILD, OWN, HOLD, SELL, LEASE, LICENSE, DISPOSE
 OF
(WITH OR WITHOUT CONSIDERATION OR BENEFIT), MARKET, FRANCHISE,
 AND
OTHERWISE EXPLOIT AND DEAL IN OR WITH ALL INTELLECTUAL AND
 INTANGIBLE
PROPERTY RIGHTS PERTAINING THERETO WHETHER REGISTERED OR
 NOT,
INCLUDING BUT NOT LIMITED TO TRADE AND SERVICE MARKS, TRADE
 NAMES,
COPYRIGHTS, COMPUTER SOFTWARE, INVENTIONS, DESIGNS, PATENTS,
 PROVISIONAL
PATENTS, UTILITY MODELS, TRADE SECRETS, CONFIDENTIAL
 INFORMATION,
KNOW HOW, GET-UP AND ANY OTHER RIGHTS AND PRIVILEGES
 VESTING
IN OR ATTACHING THERETO;
 
 (VIII)
TO EXPLORE FOR, DRILL FOR, MINE FOR, QUARRY FOR, MOVE, TRANSPORT,
 AND
REFINE METALS, MINERALS, FOSSIL FUEL, PETROLEUM, HYDROCARBON
 PRODUCTS
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
 FOREGOING,
OIL AND OIL PRODUCTS, AND PRECIOUS STONES OF ALL KINDS
 AND
TO PREPARE THE SAME FOR SALE OR USE;
 
 (IX)   TO
ENTER INTO ANY GUARANTEE, CONTRACT OF INDEMNITY OR SURETYSHIP AND
 TO
ASSURE, SUPPORT OR SECURE WITH OR WITHOUT CONSIDERATION OR
 BENEFIT
THE PERFORMANCE OF ANY OBLIGATIONS OF ANY PERSON OR PERSONS
 AND
TO GUARANTEE THE FIDELITY OF INDIVIDUALS FILLING OR ABOUT TO
 FILL
SITUATIONS OF TRUST OR CONFIDENCE;
 
 (X)    TO
OWN, MANAGE, OPERATE, ACT AS AGENTS WITH RESPECT TO, BUILD,
 REPAIR,
ACQUIRE, OWN, SELL, CHARTER, OR DEAL IN SHIPS AND AIRCRAFT;
 
 
 
 (XI)   TO
LEND TO OR DEPOSIT WITH ANY PERSON FUNDS, PROPERTY OR ASSETS AND
 TO
PROVIDE COLLATERAL OR CREDIT ENHANCEMENT FOR LOANS, LEASING OR
 OTHER
FORMS OF FINANCING, WITH OR WITHOUT CONSIDERATION OR BENEFIT;
 
 (XII)  TO
CREATE, ENTER INTO, UNDERTAKE, PROCURE, ARRANGE FOR, ACQUIRE BY
 PURCHASE
OR OTHERWISE, BUY, OWN, HOLD, SELL OR OTHERWISE DISPOSE OF
 (WITH
OR WITHOUT CONSIDERATION OR BENEFIT), TRADE, INVEST AND OR
 OTHERWISE
DEAL IN, WHETHER ON A SPECULATIVE BASIS OR OTHERWISE, ALL
 AND
OR ANY KIND OF (INCLUDING WITHOUT LIMITATION ALL AND OR ANY
 COMBINATIONS
OF AND ALL AND OR ANY RIGHTS OR INTERESTS UNDER)
 INSTRUMENT,
AGREEMENT, CONTRACT, COVENANT AND UNDERTAKING, INCLUDING
 WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, DERIVATIVE
 INSTRUMENT,
AGREEMENT OR CONTRACT, OPTION, SWAP OPTION CONTRACT,
 BOND,
WARRANT, DEBENTURE, EQUITY, FORWARD EXCHANGE CONTRACT, FORWARD
 RATE
CONTRACT, FUTURE, HEDGE, SECURITY, NOTE, CERTIFICATE OF
 DEPOSIT,
UNIT, GUARANTEE AND OR FINANCIAL INSTRUMENT; AND
 
 (XIII)
TO CARRY ON ANY TRADE OR BUSINESS WHICH CAN, IN THE OPINION OF THE
 BOARD
OF DIRECTORS, BE ADVANTAGEOUSLY CARRIED ON BY THE COMPANY.
 
 7.   POWERS
OF THE COMPANY
 
 (I)    THE
COMPANY SHALL, PURSUANT TO SECTION 42 OF THE COMPANIES ACT 1981,
 HAVE
THE POWER TO ISSUE PREFERENCE SHARES WHICH ARE, AT THE OPTION
 OF
THE HOLDER, LIABLE TO BE REDEEMED.
 
 (II)   THE
COMPANY SHALL, PURSUANT TO SECTION 42A OF THE COMPANIES ACT
 1981,
HAVE THE POWER TO PURCHASE ITS OWN SHARES.
 
 
 
 Signed by
each subscriber in the presence of at least one witness attesting
the
 signature
thereof
 
 /s/ John
H.
Cooper                             /s/
Sheri Kucher
 
 /s/ David
G.
Cooper                            /s/
Sheri Kucher
 
 /s/
Ernest A.
Morrison                         /s/
Sheri Kucher
 
 (SUBSCRIBERS)                                  (WITNESSES)
 
 
 SUBSCRIBED
this 20TH DAY OF NOVEMBER, 1997.