EXHIBIT 2.2

                         ARTICLES OF AMENDMENT
                                  OF
                       ARTICLES OF INCORPORATION
                                  OF
                      TEEKAY SHIPPING CORPORATION
           UNDER SECTION 9.5 OF THE BUSINESS CORPORATION ACT


I, the  undersigned,  the Executive  Vice-President  and the Secretary of Teekay
Shipping Corporation,  a corporation incorporated under the laws of the Republic
of Liberia,  (the  "Corporation"),  for the purpose of amending  the Articles of
Incorporation of said corporation hereby certify:


1.   The name of the Corporation is TEEKAY SHIPPING CORPORATION. The Corporation
     was formed under the name VIKING STAR SHIPPING INC.

2.   The  Articles  of  Incorporation  were filed with the  Minister  of Foreign
     Affairs as of February 9, 1979.

3.   Articles of Amendment of Section E of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of December 29, 1986.

4.   Articles of Amendment of Section E of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of November 23, 1988.

5.   Articles of Amendment of Section E of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of May 12, 1990.

6.   Articles of Amendment of Section E of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of July 23, 1991.

7.   Articles of Amendment of Section E of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of July 8, 1992.

8.   Articles of  Amendment  of Section E and H and the addition of Section J to
     the  Articles  of  Incorporation  were filed with the  Minister  of Foreign
     Affairs as of March 11,1994.

9.   Articles of Amendment of Section B of the  Articles of  Incorporation  were
     filed with the Minister of Foreign Affairs as of April 7, 1995.

10.  Amended and Restated Articles of Incorporation were filed with the Minister
     of Foreign Affairs as of September 29,1999.

11.  Section C of the Articles of  Incorporation  is hereby amended and restated
     in its entirety as follows:


          The corporation  shall change its place of business to the Republic of
          The Marshall Islands,  redomesticating therein. The registered address
          of the  Corporation  in the Marshall  Islands  shall be Trust  Company
          Complex,  Ajeltake Islands, P.O. Box 1405, Majuro, Marshall Islands MH
          96960. The name of the Corporation's  Registered Agent at such address
          shall be The Trust Company of the Marshall Islands, Inc.
<PAGE>

The amendment to the Articles of Incorporation was authorized by written consent
of the directors of the Corporation.

IN WITNESS  WHEREOF the  undersigned  have executed  these Articles of Amendment
this 6th day of December, 1999.




                                  ___________________________
                                   Name: Arthur F. Coady
                                   Title: Executive Vice-President and Secretary



                              NOTARY

CITY OF NASSAU                      )
COUNTRY OF                          )  SS:
THE BAHAMAS                         )


On this 6th day of December,  1999,  before me  personally  came Arthur F. Coady
known to me to be the  individual  described in and who  executed the  foregoing
instrument and he duly acknowledged to me that the execution thereof was the act
and deed of the Corporation.




                                         ___________________________
                                         Notary Public