EXHIBIT 2.1

                           AMENDED AND RESTATED
                         ARTICLES OF INCORPORATION
                                    OF
                        TEEKAY SHIPPING CORPORATION

     UNDER SECTIONS 9.5 AND 9.8 OF THE LIBERIAN BUSINESS CORPORATION ACT

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

A.   The name of the Corporation is TEEKAY SHIPPING CORPORATION. The Corporation
     was  originally  formed  effective  as of  February  9, 1979 under the name
     VIKING STAR SHIPPING INC.

B.   The purpose of the  Corporation  is to engage in any lawful act or activity
     for which corporations may now or hereafter be organized under the Business
     Corporation  Act of the  jurisdiction of  incorporation  of the Corporation
     (the "Business  Corporation  Act"). In furtherance and not in limitation of
     the foregoing, the more specific powers and purposes of the Corporation are
     as follows:

     (1)  To  purchase  or  otherwise  acquire,   own,  use,  operate,   pledge,
          hypothecate,  mortgage, lease, charter, sub-charter,  sell, build, and
          repair  steamships,  motorships,  tankers,  whaling  vessels,  sailing
          vessels,  tugs,  lighters,  barges, and all other vessels and craft of
          any and all motive power whatsoever,  including  aircraft,  landcraft,
          and any and all means of conveyance and  transportation by land, water
          or air,  together  with  engines,  boilers,  machinery,  equipment and
          appurtenances of all kinds,  including masts, sails,  boats,  anchors,
          cables,   tackle,   furniture  and  all  other  necessities  thereunto
          appertaining  and belonging,  together with all  materials,  articles,
          tools, equipment and appliances necessary,  suitable or convenient for
          the construction,  equipment, use and operation thereof; and to equip,
          furnish and outfit such vessels and ships.

     (2)  To engage in ocean,  coastwise and inland  commerce,  and generally in
          the carriage of freight,  goods, cargo in bulk,  passengers,  mail and
          personal  effects by water  between the various ports of the world and
          to engage generally in waterborne commerce throughout the world.

     (3)  To purchase or otherwise  acquire,  own, use, operate,  lease,  build,
          repair, sell or in any manner dispose of docks, piers, quays, wharves,
          dry docks,  warehouses  and storage  facilities of all kinds,  and any
          property, real, personal and mixed, in connection therewith.

     (4)  To act as ship's husband, ship brokers,  customs house brokers, ship's
          agents, manager of shipping property, freight contractors,  forwarding
          agents,  warehousemen,   wharfingers,   ship  chandlers,  and  general
          traders.

     (5)  To  enter  into,  make  and  perform   contracts  of  every  kind  and
          description   with  any  person,   firm,   association,   corporation,
          municipality, country, state, body politic, or government or colony or
          any dependency thereof.

     (6)  To appoint or act as an agent,  broker, or representative,  general or
          special,  in respect of any or all of the powers  expressed  herein or
          implied hereby; to appoint agents, brokers or representatives.

     (7)  To carry on its business, to have one or more offices, and to exercise
          its powers in foreign countries, subject to the laws of the particular
          country.

     (8)  To borrow or raise money and contract  debts,  when  necessary for the
          transaction  of its  business  or for the  exercise  of its  corporate
          rights, privileges or franchise or for any other lawful purpose of its
          incorporation;  to draw,  make,  accept,  endorse,  execute  and issue
          promissory  notes,  bills of exchange,  bonds,  debentures,  and other
          instruments and evidences of indebtedness  either secured by mortgage,
          pledge, deed of trust, or otherwise, or unsecured.
<PAGE>

     (9)  To purchase or otherwise acquire,  hold, own, mortgage,  sell, convey,
          or otherwise  dispose of real and personal property of every class and
          description.

     (10) To apply for, secure by purchase or otherwise hold, use, sell, assign,
          lease,  grant licenses in respect of, mortgage or otherwise dispose of
          letters patent of any country,  patent rights,  licenses,  privileges,
          inventions,  improvements and processes,  copyrights,  trademarks, and
          trade names,  relative to or useful in connection with any business of
          the corporation.

     (11) To buy,  sell,  pledge,  negotiate  and deal  generally  in  shares of
          stocks, bonds and other securities of other corporations  irrespective
          of  the  business  that  such  corporations  may  be  engaged  in  and
          irrespective of the nationality or domicile of such corporations,  and
          to deal generally in corporate securities listed on security exchanges
          of various  countries and engage  generally in the business of finance
          in all its  phases as  permitted  by the laws of the  jurisdiction  of
          incorporation of the Corporation.

     (12) To give  guarantees of other  persons,  firms or  corporations  and to
          secure its obligations under such guarantees by mortgage or pledge of,
          or creation of a security interest in, all or any part of its property
          or  any  interest  therein,   wherever  situated  and,  to  give  such
          guarantees  even if not in furtherance of the corporate  purposes of a
          corporation,  when such guarantees and, if applicable,  such mortgage,
          pledge  or  security  interest,  is  authorized  at a  meeting  of the
          shareholders  by a vote of the  holders  of a  majority  of the shares
          entitled to vote thereon.

     (13) To engage generally in any lawful commercial enterprise in any country
          and to do all and  everything  lawfully  necessary  and proper for the
          accomplishment   of  the  objects   enumerated   in  its  Articles  of
          Incorporation or any amendment  thereof or necessary to the protection
          and benefit of the  Corporation  and in general to carry on any lawful
          business   necessary  to  the   attainment   of  the  objects  of  the
          Corporation.

The  foregoing  clauses  shall be construed as both  purposes and powers and the
matters expressed in each clause shall,  except as otherwise expressly provided,
be in no wise  limited by  reference  or  inference  from the terms of any other
clause,  but shall be  regarded as  independent  purposes  and  powers;  and the
enumeration  of specific  purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers of the
Corporation; nor shall the expression of one thing be deemed to exclude another,
although it be of like nature, not expressed.  All of the foregoing purposes and
powers  are  subject,  however,  to the  limitation  and  restriction  that  the
Corporation,  so long as it is subject to the Liberian Business Corporation Act,
shall at all times be a "non-resident  domestic  corporation" within the meaning
of the Liberian Business Corporation Act and in particular the Corporation shall
not in the Republic of Liberia  engage in the banking  business or the insurance
business or exercise  banking powers or insurance  powers,  and nothing in these
Articles of Incorporation shall be deemed to authorize it to do so.

C.   The  registered  address of the  Corporation  in Liberia  shall be 80 Broad
     Street,  Monrovia,  Liberia. The name of the Corporation's Registered Agent
     at such address shall be The International Trust Company of Liberia.

D.   The aggregate  number of shares of stock that the Corporation is authorized
     to issue is Seven Hundred Fifty Million  (750,000,000) shares, all of which
     shall be registered shares, comprised of:

     (1)  Seven Hundred Twenty Five Million  (725,000,000)  registered shares of
          Common Stock, par value one tenth of one cent ($0.001) each.

     (2)  Twenty Five Million  (25,000,000) shares of Preferred Stock, par value
          One Dollar ($1) each. The shares of Preferred Stock may be issued from
          time to time in one or more  series  in any  manner  permitted  by law
          except as may otherwise be expressly  prohibited by the  provisions of
          these Articles of Incorporation of the Corporation, as determined from
          time to time by the Board of Directors and stated in the resolution or
          resolutions  provided for the issuance thereof,  prior to the issuance
          of any shares thereof. The Board of Directors shall have the authority
          to fix and determine, subject to the provisions hereof, the rights and
          preferences of the shares of any series so established.

All of the issued and unissued shares of Common Stock, without par value, of the
Corporation  are deemed to have been  converted  effective as of the date of the
effectiveness  hereof  into shares of Common  Stock,  par value one tenth of one
cent ($0.001), of the Corporation.
<PAGE>

E.   Subject to the  provisions of the Business  Corporation  Act, the number of
     Directors  constituting the entire Board shall be not less than 3 and shall
     be not more than 11. Subject to such limitations and the Directors'  acting
     under a specific  provision of the bylaws so authorizing  them, such number
     shall  be  fixed by  resolution  of the  Board  and  such  number  shall be
     increased or decreased  by the vote of a majority of the entire  Board.  No
     decrease in the number of Directors shall have the effect of shortening the
     term of any incumbent Director.

F.   To the full  extent  that the  Business  Corporation  Act, as it existed on
     March 4, 1994 or may  thereafter  be  amended,  permits the  limitation  or
     elimination  of the liability of Directors,  a Director of the  Corporation
     shall not be liable to the  Corporation  or its  shareholders  for monetary
     damages for breach of  fiduciary  duty as a Director.  Any  amendment to or
     repeal of this Section F shall not adversely affect any right or protection
     of a  Director  of the  Corporation  for or  with  respect  to any  acts or
     omissions of such Director occurring prior to such amendment or repeal.

G.1. except as  otherwise  expressly  provided by law or by  paragraphs  2 and 3
     below, a majority of shares  entitled to vote,  represented in person or by
     proxy, shall constitute a quorum at a meeting of shareholders.

2.   For the purposes of consideration of and voting on any business that:

     (a)  is submitted to the shareholders at any meeting; and

     (b)  has been recommended by a majority of Continuing Directors (as defined
          below) for approval by the shareholders;

     one-third  of the  shares  entitled  to vote,  represented  in person or by
     proxy,  shall  constitute  a quorum at a meeting  of  shareholders  for the
     purpose of such consideration and voting.

     "Continuing  Directors"  shall mean the  incumbent  members of the Board of
     Directors of the Corporation that were members of recommended by a majority
     of the Continuing Directors.

3.   For the purposes of considering  and voting on the election of Directors at
     any meeting,  the quorum requirement  stipulated in paragraph 1 shall apply
     unless all nominees for election as Directors are persons  recommended by a
     majority of Continuing Directors. If such nominees are so recommended,  the
     quorum requirement stipulated in paragraph 2 shall apply.

H.   No holder of any shares of the Corporation shall have any pre-emptive right
     to  subscribe  for,  purchase  or receive  any  shares of the  Corporation,
     whether now or hereafter authorized,  or any securities convertible into or
     carrying  options to purchase  any such shares of the  Corporation,  or any
     options or rights to purchase any such shares or securities, issued or sold
     by the Corporation for cash or any other form of  consideration  or without
     consideration,  and no  notice  of any  such  right  need be  given  to any
     shareholder of the Corporation, but any such shares, securities, options or
     rights  may be issued or  disposed  of by the  Board of  Directors  to such
     persons and on such terms as the Board of Directors in its discretion shall
     deem advisable.

These  Amended  and  Restated  Articles  of  Incorporation  were  authorized  by
resolution of the shareholders of the Corporation entitled to vote thereon.

     IN WITNESS  WHEREOF the undersigned has executed these Amended and Restated
Articles of Incorporation this 6th day of September, 1999.

               A.F. Coady, Executive Vice-President and Secretary

On this 7th day of  September,  1999 before me  personally  came Mr. A.F.  Coady
known  to be  the  individual  described  in  and  who  executed  the  foregoing
instrument and he duly acknowledged to me that the execution thereof was his act
and deed.

Charles Mackey
Attorney-at-Law
Notary Public
Nassau, Bahamas

Date:  September 7, 1999