# UNITED STATES SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D.C. 20549

# FORM 20-F/A

(Mark One)

     [   ]     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

TEEKAY SHIPPING CORPORATION
(Exact name of Registrant as specified in its charter)

Republic of The Marshall Islands
                                            (Jurisdiction of incorporation or organization)


                    TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59213, Nassau,
                                                      Commonwealth of the Bahamas
                                               (Address of principal executive offices)

Securities registered or to
be registered pursuant to Section 12(b) of the Act.

|Title of each class
Common Stock, par value of $0.001 per share
8.32% First Preferred Ship Mortgage Notes due 2008
7.25% PEPS Unit | Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
|---------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------

Securities registered or to be
registered pursuant to Section 12(g) of the Act.

None

Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of
outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.

39,692,060 shares of Common Stock, par value of $0.001 per share.

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.

Indicate by check mark
which financial statement item the registrant has elected to follow:

July 28, 2004

Explanatory Note

We are filing this Amendment No. 1 to
our Annual Report on Form 20-F for the fiscal year ended December 31, 2002 (Form
20-F) as filed with the Securities and Exchange Commission on April 1, 2003, solely
to include the audit report of Deloitte & Touche on the financial statements of our
subsidiary Ugland Nordic Shipping ASA for the year ended December 31, 2001. This Amendment
is contained within Item 18: Financial Statements and, consequently, we have
re-submitted this entire Item with the addition of the request. We have also included in
Item 19: Exhibits the related consent of Deloitte & Touche and additional
consents and certifications arising from the act of amending the original Form 20-F. This
Amendment No. 1 to Form 20-F does not change any other portion of the Form 20-F.

# TEEKAY SHIPPING CORPORATION 
INDEX TO REPORT ON FORM 20-F

`Page
  Item 18.          Financial Statements..........................................................................4
  Item 19.          Exhibits......................................................................................4
  Signature         ..............................................................................................8`

# PART III

# Item 18. Financial
Statements

The following financial statements
and schedule, together with the reports of Ernst & Young LLP, Chartered Accountants,
and Deloitte & Touche thereon, are filed as part of this Annual Report:

`Page
Independent Auditors' Reports 
Independent Auditor's Report - Ernst & Young LLP...................................................................F-1
Independent Auditor's Report - Deloitte & Touche...................................................................F-2
Consolidated Financial Statements
Consolidated Statements of Income..................................................................................F-3
Consolidated Balance Sheets........................................................................................F-4
Consolidated Statements of Cash Flows..............................................................................F-5
Consolidated Statements of Changes in Stockholders' Equity.........................................................F-6
Notes to the Consolidated Financial Statements.....................................................................F-7
Schedule A to the Consolidated Financial Statements................................................................F-20`

All other schedules for which
provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required, are inapplicable or have been disclosed in the Notes to the
Consolidated Financial Statements and therefore have been omitted.

# Item 19. Exhibits

The following exhibits are filed as
part of this Annual Report:

`1.1  Amended and Restated Articles of Incorporation of Teekay Shipping Corporation. (9)
      1.2  Articles of Amendment of Articles of Incorporation of Teekay Shipping Corporation. (9)
      1.3  Amended and Restated Bylaws of Teekay Shipping Corporation. (9)
      2.1  Registration Rights Agreement among Teekay Shipping Corporation, Tradewinds Trust Co. Ltd., as Trustee for
           the Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee for the JTK Trust. (1)
      2.2  Specimen of Teekay Shipping Corporation Common Stock Certificate. (1)
      2.3  Indenture dated January 29, 1996 among Teekay Shipping Corporation, VSSI Oceans Inc., VSSI Atlantic Inc.,
           VSSI Appian Inc., Senang Spirit Inc., Exuma Spirit Inc., Nassau Spirit Inc., Andros Spirit Inc. and United
           States Trust Company of New York, as Trustee. (5)
      2.4  Specimen of Teekay Shipping Corporation's 8.32% First Preferred Ship Mortgage Notes Due 2008. (5)
      2.5  Bahamian Statutory Ship Mortgage dated January 29, 1996 by Nassau Spirit Inc. to United States Trust
           Company of New York. (3) (5)
      2.6  Deed of Covenants dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of New York.
           (3) (5)
      2.7  First Preferred Ship Mortgage dated January 29, 1996 by VSSI Oceans Inc. to United States Trust Company of
           New York, as Trustee. (4)
      2.8  Assignment of Time Charter dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of
           New York, as Trustee. (3) (5)
      2.9  Assignment of Insurance dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of New
           York, as Trustee. (3) (5)
     2.10  Pledge Agreement and Irrevocable Proxy dated January 29, 1996 by Teekay in favor of United States Trust
           Company of New York, as Trustee. (5)
     2.11  Guarantee dated January 29, 1996 by Nassau Spirit Inc. in favor of United States Trust Company of New
           York, as Trustee. (3) (5)
     2.12  Assignment of Freights and Hires dated January 29, 1996 by Nassau Spirit Inc. to United States Trust
           Company of New York, as Trustee. (3) (5)
     2.13  Cash Collateral Account Agreement dated January 29, 1996 between Nassau Spirit Inc. and United States
           Trust Company of New York, as Trustee. (3) (5)
     2.14  Investment Account Agreement dated January 29, 1996 between Teekay Shipping Corporation and United States
           Trust Company of New York, as Trustee. (5)
     2.15  Indenture dated June 22, 2001 among Teekay Shipping Corporation and The Bank of New York Trust Company of
           Florida (formerly U.S. Trust Company of Texas, N.A.). (14)
     2.16  First Supplemental Indenture dated as of December 6, 2001, among Teekay Shipping Corporation and The Bank
           of New York Trust Company of Florida, N.A. (15)
     2.17  Exchange and Registration Rights Agreement dated June 22, 2001 among Teekay Shipping Corporation and
           Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., Deutsche Banc Alex.
           Brown Inc. and Scotia Capital (USA) Inc. (14)
     2.18  Exchange and Registration Rights Agreement dated December 6, 2001 between Teekay Shipping Corporation and
           Goldman, Sachs & Co. (15)
     2.19  Specimen of Teekay Shipping Corporation's 8.875% Senior Notes due 2011. (14)
     2.20  Form of Supplemental Indenture No. 1 between Teekay Shipping Corporation and The Bank of New York, as
           trustee. (18)
     2.21  Form of Purchase Contract Agreement between Teekay Shipping Corporation and The Bank of New York, as
           purchase contract agent. (18)
     2.22  Form of Pledge Agreement between Teekay Shipping Corporation and The Bank of New York, as collateral
           agent. (18)
     2.23  Form of Remarketing Agreement between Teekay Shipping Corporation and Morgan Stanley & Co. Incorporated.
           (18)
     2.24  Form of Underwriting Agreement Between Teekay Shipping Corporation, Morgan Stanley & Co. Incorporated and
           Salomon Smith Barney. (18)
      4.1  1995 Stock Option Plan. (1)
      4.2  Amendment to 1995 Stock Option Plan. (10)
      4.3  Amended 1995 Stock Option Plan. (12)
      4.4  Form of Indemnification Agreement between Teekay and each of its officers and directors. (1)
      4.5  Charter Party, as amended, dated September 21, 1989 between Palm Shipping Inc. and BP Shipping Limited. (2)
      4.6  Time Charter, as amended, dated July 3, 1995 between VSSI Oceans Inc. and Palm Shipping Inc. (4)
      4.7  Time Charter, as amended, dated January 4, 1994 between VSSI Atlantic Inc. and Palm Shipping Inc. (4)
      4.8  Time Charter, as amended, dated February 1, 1992 between VSSI Appian Inc. and Palm Shipping Inc. (4)
      4.9  Time Charter, as amended, dated December 1, 1993 between Senang Spirit Inc. and Palm Shipping Inc. (4)
     4.10  Time Charter, as amended, dated August 1, 1992 between Exuma Spirit Inc. and Palm Shipping Inc. (4)
     4.11  Time Charter, as amended, dated May 1, 1992 between Nassau Spirit Inc. and Palm Shipping Inc. (4)
     4.12  Time Charter, as amended, dated November 1, 1992 between Andros Spirit Inc. and Palm Shipping Inc. (4)
     4.13  Management Agreement, as amended, dated June 1, 1992 between Teekay Shipping Limited and Nassau Spirit
           Inc. (3) (4)
     4.14  Agreement, dated October 3, 1996, for a U.S. $90,000,000 Term Loan Facility to be made available to
           certain subsidiaries of Teekay Shipping Corporation by Christiania Bank og Kreditkasse, acting through its
           New York Branch, The Bank of Nova Scotia, and Banque Indosuez. (6)
     4.15  Agreement, dated October 18, 1996, for a U.S. $120,000,000 Term Loan Facility to be made available to
           certain subsidiaries of Teekay Shipping Corporation by Den Norske Bank ASA, Nederlandse
           Scheepshypothesbank N.V., The Bank of New York, and Midland Bank plc. (6)
     4.16  Agreement, dated January 26, 1998, for a U.S. $200,000,000 Reducing Revolving Credit Facility to be made
           available to certain wholly-owned subsidiaries of Teekay Shipping Corporation by Den Norske Bank ASA,
           Christiania Bank og Kreditkasse ASA, New York Branch, and the Bank of Nova Scotia. (7)
     4.17  Agreement, dated March 26, 1999, for the amalgamation of Northwest Maritime Inc., a 100% owned subsidiary
           of Teekay Shipping Corporation, and Bona Shipholding Ltd. (8)
     4.18  Agreement, dated April 16, 1998, for a U.S. $30,000,000 Term Loan Facility to be made available to VSSI
           Australia Limited by RABO Australia Limited. (9)
     4.19  Agreement, dated December 18, 1997, for a U.S. $44,000,000 Term Loan Facility to be made available to
           Barrington (Australia) Pty Limited and Palmerston (Australia) Pty Limited by RABO Australia Limited. (9)
     4.20  Amended and Restated Reimbursement Agreement, dated April 16, 1998, Among Barrington (Australia) Pty Limited,
           Palmerston (Australia) Pty Limited, VSSI Australia Limited, VSSI Transport Inc. and Alliance Chartering Pty
           Limited and Nedship Bank (America) N.V., The Bank of New York and Landesbank Schleswig-Holstein. (9)
     4.21  Amendment No. 1, dated May 1999, to Amended and Restated Reimbursement Agreement dated April 16, 1998
           among Barrington (Australia) Pty Limited, Palmerston (Australia) Pty Limited, VSSI Australia Limited, VSSI
           Transport Inc. and Alliance Chartering Pty Limited and Nedship Bank (America) N.V., The Bank of New York and
           Landesbank Schleswig-Holstein. (9)
     4.22  Amended and Restated Agreement, date June 11, 1999, for a U.S. $500,000,000 Revolving Loan between Bona
           Shipholding Ltd., Chase Manhattan plc, Citibank International plc and various other banks. (9)
     4.23  Amendment and Restatement Agreement, dated June 11, 1999, relating to a U.S. $500,000,000 Revolving Loan
           Agreement between Bona Shipholding Ltd., Chase Manhattan plc, Citibank International plc and various other banks. (9)
     4.24  Rights agreement, dated as of September 8, 2000, between Teekay Shipping Corporation and The Bank of New
           York, as Rights Agent. (11)
     4.25  Reimbursement Agreement, dated January 1, 2000, between Fleet Management Inc. and Teekay Shipping
           Corporation. (12)
     4.26  Reimbursement Agreement, dated February 16, 2001, between Karratha Spirit Pty Ltd and Nedship Bank
           (America) N.V. (13)
     4.27  Agreement, dated February 16, 2001, for a U.S. $34,000,000 Term Loan Facility to be made available to
           Karratha Spirit Pty Ltd by RABO Australia Limited. (13)
     4.28  Amendment and Restatement Agreement, dated September 14, 2001, relating to a U.S. $500,000,000 Revolving
           Loan Agreement between Bona Shipholding Ltd., Teekay Shipping Corporation, J.P. Morgan Securities Inc.,
           Citibank International plc and various other banks. (17)
     4.29  Share Sale and Purchase Agreement by and among Statoil ASA and Statpet AS and Norsk Teekay AS dated
           December 15, 2002. (19)
      8.1  List of Significant Subsidiaries (19)
     12.1  Rule 13a-14(A)/15d-14(a) Certification of Teekays Chief Executive Officer
     12.2  Rule 13a-14(A)/15d-14(a) Certification of Teekays Chief Financial Officer
     13.1  Teekay Shipping Corporation Certification of Bjorn Moller, Chief Executive Officer, pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     13.2  Teekay Shipping Corporation Certification of Peter Evensen, Chief Financial Officer, pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     15.1  Letter from Ernst & Young LLP, as independent chartered accountants, dated March 24, 2003, regarding
           audited financial information.
     15.2  Letter from Deloitte & Touche, as independent auditors, dated April 4, 2004, regarding audited
           financial information.

_____________________________________`

`(1)  Previously filed as an exhibit to the Companys Registration Statement on Form F-1 (Registration No.
           33-7573-4), filed with the SEC on July 14, 1995, and hereby incorporated by reference to such Registration
           Statement.
      (2)  Previously filed as an exhibit to the Companys Registration Statement on Form F-1 (Registration No.
           33-68680), as declared effective by the SEC on November 29, 1993, and hereby incorporated by reference to
           such Registration Statement.
      (3)  A schedule attached to this exhibit identifies all other documents not required to be filed as exhibits
           because such other documents are substantially identical to this exhibit. The schedule also sets forth
           material details by which the omitted documents differ from this exhibit.
      (4)  Previously filed as an exhibit to the Companys Registration Statement on Form F-3 (Registration No.
           33-65139), filed with the SEC on January 19, 1996, and hereby incorporated by reference to such
           Registration Statement.
      (5)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No. 1-12874),
           filed with the SEC on June 4, 1996, and hereby incorporated by reference to such Annual Report.
      (6)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No. 1-12874),
           filed with the SEC on June 11, 1997, and hereby incorporated by reference to such Annual Report.
      (7)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No. 1-12874),
           filed with the SEC on May 20, 1998, and hereby incorporated by reference to such Annual Report.
      (8)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No.1-12874),
           filed with the SEC on June 11, 1999, and hereby incorporated by reference to such Annual Report.
      (9)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No.1-12874),
           filed with the SEC on March 30, 2000, and hereby incorporated by reference to such Annual Report.
     (10)  Previously filed as an exhibit to the Companys Form 6-K (File No.1-12874), filed with the SEC
           on May 2, 2000, and hereby incorporated by reference to such Annual Report.
     (11)  Previously filed as an exhibit to the Companys Form 8-A (File No.1-12874), filed with the SEC
           on September 11, 2000, and hereby incorporated by reference to such Annual Report.
     (12)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No.1-12874),
           filed with the SEC on April 2, 2001, and hereby incorporated by reference to such Annual Report.
     (13)  Previously filed as an exhibit to the Companys Form 6-K (File No.1-12874), filed with the SEC
           on May 24, 2001, and hereby incorporated by reference to such Report.
     (14)  Previously filed as an exhibit to the Companys Registration Statement on Form F-4
           (Registration No. 333-64928), filed with the SEC on July 11, 2001, and hereby incorporated by reference
           to such Registration Statement.
     (15)  Previously filed as an exhibit to the Companys Registration Statement on Form F-4
           (Registration No. 333-76922), filed with the SEC on January 17, 2002, and hereby incorporated by reference
           to such Registration Statement.
     (16)  Previously filed as an exhibit to the Companys Registration Statement on Form F-4,
           as Amended (Registration No. 333-76922), filed with the SEC on February 5, 2002, and hereby incorporated
           by reference to such Registration Statement.
     (17)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No.1-12874),
           filed with the SEC on March 29, 2002, and hereby incorporated by reference to such Annual Report.
     (18)  Previously filed as an exhibit to the Companys Report on Form 6-K (File No.1-12874),
           filed with the SEC on February 12, 2003, and hereby incorporated by reference to such Report on Form 6-K.
     (19)  Previously filed as an exhibit to the Companys Annual Report on Form 20-F (File No.1-12874),
           filed with the SEC on April 1, 2003, and hereby incorporated by reference to such Annual Report.`

# SIGNATURE

The registrant hereby certifies that
it meets all of the requirements for filing this Amendment No. 1 to Form 20-F and
that it has duly caused and authorized the undersigned to sign this Annual Report on its
behalf.

|                      | TEEKAY SHIPPING CORPORATION

By:     /s/ Peter Evensen
          Peter Evensen
          Executive Vice President and Chief Financial Officer
          (Principal Financial and Accounting Officer)
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated:  July 28, 2004

# AUDITORS REPORT

To the Shareholders of TEEKAY SHIPPING CORPORATION

We have audited the accompanying
consolidated balance sheets of Teekay Shipping Corporation and subsidiariesas of
December 31, 2002 and 2001, and the related consolidated statements of income, changes in
stockholders equity and cash flows for the years ended December 31, 2002, 2001, and
2000. Our audits also included the financial schedule listed in the Index: Item 18. These
financial statements and schedule are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements and schedule
based on our audits. We did not audit the financial statements of Ugland Nordic Shipping
AS, a wholly-owned subsidiary, for the period from acquisition on March 6, 2001 to
December 31, 2001, whose total assets and net voyage revenues for the period from
acquisition on March 6, 2001 to December 31, 2001, constituted 21 percent and 10 percent,
respectively, of the related consolidated totals. Those statements were audited by other
auditors whose report had been furnished to us for that period, and our opinion, insofar
as it relates to the amounts included for Ugland Nordic Shipping AS for that period, is
based solely on the report of the other auditors.

We conducted our audits in accordance
with auditing standards generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audit
and the report of the other auditors, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Teekay Shipping
Corporation and subsidiaries as at December 31, 2002 and 2001, and the consolidated
results of their operations and their cash flows for the years ended December 31, 2002,
2001, and 2000 in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material aspects the
information set forth herein.

|Vancouver, Canada,
February 13, 2003
(except for Note 15(b) which is as of February 19, 2003.) | /s/ ERNST & YOUNG LLP
Chartered Accountants
|---------------------------------------------------------------------------------------------- | -------------------------------------------

[LETTERHEAD OF DELOITTE
& TOUCHE]

Translation from the original
Norwegian version

To the Annual
Shareholders Meeting of Ugland Nordic Shipping ASA

AUDITORS REPORT FOR
2001

We have audited the annual financial
statements of Ugland Nordic Shipping ASA as of 31 December 2001, showing a profit of NOK
26.105.000 for the parent company and a profit of NOK 196.041.000 for the group. We have
also audited the information in the Board of Directors report concerning the
financial statements, the going concern assumption, and the proposal for the allocation of
the profit. The financial statements comprise the balance sheet, the statements of income
and cash flows, the accompanying notes and the group accounts. These financial statements
are the responsibility of the Companys Board of Directors and Managing Director. Our
responsibility is to express an opinion on these financial statements and on the other
information according to the requirements of the Norwegian Act on Auditing and Auditors.

We conducted our audit in accordance
with the Norwegian Act on Auditing and Auditors and generally accepted auditing standards
in Norway. Generally accepted auditing standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. To the extent required by law and
generally accepted auditing standards, an audit also comprises a review of the management
of the Companys financial affairs and its accounting and internal control systems.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial
statements are prepared in accordance with the law and regulations and present the
financial position of the Company and of the Group as of 31 December 2001, and the results
of its operations and its cash flows for the year then ended, in accordance with generally
accepted accounting principles in Norway the Companys management has fulfilled its
duty to maintain the Companys accounting process in such a proper and well-arranged
manner that the accounting process is in accordance with the law and generally accepted
accounting practices in Norway the information in the Board of Directors report
concerning the financial statements, the going concern assumption, and the proposal for
the allocation of the profit is consistent with the financial statements and complies with
the law and regulations.

Oslo, 22 May 2002
Deloitte & Touche

Alf-Anton Eid (signed)
State Authorised Public Accountant (Norway)

# TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of U.S. dollars, except share and per share amounts)

`Year Ended        Year Ended         Year Ended
                                                                          December 31,       December 31,       December 31,
                                                                              2002              2001               2000
                                                                                $                 $                  $
                                                                        -------------------------------------------------------

NET VOYAGE REVENUES
Voyage revenues                                                               783,327        1,039,056            893,226
Voyage expenses                                                               239,455          249,562            248,957
-------------------------------------------------------------------------------------------------------------------------------

Net voyage revenues                                                           543,872          789,494            644,269
-------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Vessel operating expenses                                                     168,035          154,831            125,415
Time-charter hire expense                                                      49,949           66,019             53,547
Depreciation and amortization                                                 149,296          136,283            100,153
General and administrative                                                     57,246           48,898             37,479
-------------------------------------------------------------------------------------------------------------------------------
                                                                              424,526          406,031            316,594
-------------------------------------------------------------------------------------------------------------------------------

Income from vessel operations                                                 119,346          383,463            327,675
-------------------------------------------------------------------------------------------------------------------------------
OTHER ITEMS
Interest expense                                                              (57,974)         (66,249)           (74,540)
Interest income                                                                 3,494            9,196             13,021
Other (loss) income (note 11)                                                 (11,475)          10,108              3,864
-------------------------------------------------------------------------------------------------------------------------------
                                                                              (65,955)         (46,945)           (57,655)
-------------------------------------------------------------------------------------------------------------------------------

Net income                                                                     53,391          336,518            270,020
-------------------------------------------------------------------------------------------------------------------------------

Earnings per common share
 Basic                                                                          1.35             8.48               7.02
 Diluted                                                                        1.33             8.31               6.86
Weighted average number of common shares
 Basic                                                                    39,630,997       39,706,799         38,468,158
 Diluted                                                                  40,252,396       40,488,222         39,368,253
===============================================================================================================================`

The accompanying notes are an integral part of the consolidated financial statements.

# TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)

`As at             As at
                                                                                               December 31,     December 31,
                                                                                                   2002             2001
                                                                                                    $                 $
                                                                                         ----------------------------------

ASSETS
Current
Cash and cash equivalents (note 6)                                                              284,625           174,950
Marketable securities (note 4)                                                                        -             5,028
Restricted cash                                                                                   4,180             7,833
Accounts receivable                                                                              70,906            57,519
Prepaid expenses and other assets                                                                27,847            22,139
---------------------------------------------------------------------------------------------------------------------------

Total current assets                                                                            387,558           267,469
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 13,630            16,026
Marketable securities (note 4)

Vessels and equipment (note 6)
At cost, less accumulated depreciation of $940,082
    (December 31, 2001 -  $801,985)                                                           1,928,488         1,925,844
Advances on newbuilding contracts (note 13)                                                     138,169           117,254
---------------------------------------------------------------------------------------------------------------------------

Total vessels and equipment                                                                   2,066,657         2,043,098
---------------------------------------------------------------------------------------------------------------------------
Restricted cash (note 6)                                                                          4,605                 -
Deposit for purchase of Navion ASA (note 13)                                                     76,000                 -
Investment in joint ventures                                                                     56,354            27,352
Other assets                                                                                     29,513            26,757
Goodwill (note 1)                                                                                89,189            87,079
---------------------------------------------------------------------------------------------------------------------------
                                                                                              2,723,506         2,467,781
===========================================================================================================================


LIABILITIES AND STOCKHOLDERS EQUITY
Current
Accounts payable                                                                                 22,307            24,484
Accrued liabilities (note 5)                                                                     83,643            51,011
Current portion of long-term debt (note 6)                                                       83,605            51,830
---------------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                                       189,555           127,325
---------------------------------------------------------------------------------------------------------------------------
Long-term debt (note 6)                                                                       1,047,217           883,872
Other long-term liabilities (note 1)                                                             44,512            39,407
---------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                             1,281,284         1,050,604
---------------------------------------------------------------------------------------------------------------------------

Minority interest                                                                                20,324            18,977

Stockholders equity
Capital stock (note 9)                                                                          470,988           467,341
Retained earnings                                                                               954,005           935,660
Accumulated other comprehensive loss                                                             (3,095)           (4,801)
---------------------------------------------------------------------------------------------------------------------------

Total stockholders equity                                                                    1,421,898         1,398,200
---------------------------------------------------------------------------------------------------------------------------

                                                                                              2,723,506         2,467,781
===========================================================================================================================`

Commitments and contingencies (notes 7, 12, 13 and 15)

The accompanying notes are an integral part of the consolidated financial statements.

TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)


Year Ended       Year Ended       Year Ended
                                                                             December 31,     December 31,     December 31,
                                                                                 2002             2001             2000
                                                                                  $                $                 $
                                                                         --------------------------------------------------

Cash and cash equivalents provided by (used for)

OPERATING ACTIVITIES
Net income                                                                      53,391         336,518           270,020
Non-cash items:
    Depreciation and amortization                                              149,296         136,283           100,153
    Loss on disposition of vessels and equipment                                     -               -             1,004
    Loss (gain) on disposition of available-for-sale securities                  1,130            (758)                -
    Equity income (net of dividends received: December 31, 2002 - $1,748;
      December 31, 2001 - $33,514; December 31, 2000 - $8,474)                  (2,775)         16,190            (1,072)
    Deferred income taxes (note 11)                                             11,413           6,963               999
    Other  net                                                                 (5,049)         (3,243)           (1,173)
Change in non-cash working capital items related to
  operating activities (note 14)                                                 7,038          28,197           (36,676)
---------------------------------------------------------------------------------------------------------------------------

Net cash flow from operating activities                                        214,444         520,150           333,255
---------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Net proceeds from long-term debt                                               255,185         688,381           206,000
Scheduled repayments of long-term debt                                         (51,830)        (72,026)          (63,757)
Prepayments of long-term debt                                                   (8,000)       (751,738)         (429,926)
Increase in restricted cash                                                       (952)         (7,833)                -
Proceeds from issuance of Common Stock                                           4,221          20,584            24,843
Repurchase of Common Stock                                                      (1,547)        (14,162)                -
Cash dividends paid                                                            (34,073)        (34,094)          (32,973)
Other                                                                                -               -             2,970
---------------------------------------------------------------------------------------------------------------------------

Net cash flow from financing activities                                        163,004        (170,888)         (292,843)
---------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment                                        (135,650)       (184,983)          (43,512)
Expenditures for drydocking                                                    (34,913)        (20,064)          (11,941)
Proceeds from disposition of assets                                                  -               -             9,713
Deposit for purchase of Navion ASA                                             (76,000)              -                 -
Purchase of Ugland Nordic Shipping AS
  (net of cash acquired of $26,605) (note 3)                                         -        (176,453)          (13,114)
Acquisition costs related to purchase of Ugland Nordic Shipping AS (note 3)          -          (5,067)                -
Acquisition costs related to purchase of Bona Shipholding Ltd.                       -             (20)           (2,685)
Investment in joint venture                                                    (26,000)              -                 -
Proceeds from disposition of available-for-sale securities                       6,675          35,975                 -
Purchases of available-for-sale securities                                           -          (5,000)          (17,900)
Other                                                                           (1,885)              -                 -
---------------------------------------------------------------------------------------------------------------------------

Net cash flow from investing activities                                       (267,773)       (355,612)          (79,439)
---------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                               109,675          (6,350)          (39,027)
Cash and cash equivalents, beginning of the period                             174,950         181,300           220,327
---------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of the period                                   284,625         174,950           181,300
===========================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements.

TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(in thousands of U.S. dollars)

Accumulated
                                                                                          Other       Compre-
                                                   Thousands                            Compre-       hensive       Total
                                                   of Common    Common    Retained      hensive       Income    Stockholders
                                                    Shares       Stock    Earnings   Income (Loss)    (Loss)       Equity
                                                       #           $          $            $            $             $
------------------------------------------------------------------------------------------------------------------------------

Balance as at December 31, 1999                      38,064     427,937    404,130          -                       832,067
------------------------------------------------------------------------------------------------------------------------------

Net income                                                                      270,020                 270,020     270,020
Other comprehensive income:
   Unrealized gain on available-for-sale
    securities                                                                            4,555           4,555       4,555
                                                                                                     -----------
Comprehensive income                                                                                    274,575
                                                                                                     -----------
Dividends declared                                                              (33,001)                            (33,001)
Reinvested dividends                                       1         28                                                  28
Exercise of stock options                              1,080     24,843                                              24,843
------------------------------------------------------------------------------------------------------------------------------

Balance as at December 31, 2000                       39,145    452,808         641,149   4,555                   1,098,512
------------------------------------------------------------------------------------------------------------------------------

Net income                                                                      336,518                 336,518     336,518
Other comprehensive income:
  Unrealized loss on available-for-sale securities                                       (6,636)         (6,636)     (6,636)
  Reclassification adjustment for gain on available-
     for-sale securities included in net income                                          (3,627)         (3,627)     (3,627)
  Cumulative effect of accounting change (note 12)                                        4,155           4,155       4,155
  Unrealized loss on derivative instruments (note 12)                                    (2,274)         (2,274)     (2,274)
  Reclassification adjustment for gain on
    derivative instruments (note 12)                                                       (974)           (974)       (974)
                                                                                                     -----------
Comprehensive income                                                                                    327,162
                                                                                                     -----------
Adjustment for equity income on step acquisition
  (note 3)                                                                         198                                  198
Dividends declared                                                             (34,102)                             (34,102)
Reinvested dividends                                       1          8                                                   8
Exercise of stock options                                917     20,584                                              20,584
Repurchase of Common Stock                              (513)    (6,059)        (8,103)                             (14,162)
------------------------------------------------------------------------------------------------------------------------------

Balance as at December 31, 2001                       39,550    467,341        935,660   (4,801)                   1,398,200
------------------------------------------------------------------------------------------------------------------------------

Net income                                                                      53,391                   53,391       53,391
Other comprehensive income:
  Unrealized loss on available-for-sale securities                                         (239)           (239)       (239)
  Reclassification adjustment for loss on available-
     for-sale securities included in net income                                             737             737         737
  Unrealized gain on derivative instruments (note 12)                                     3,023           3,023       3,023
  Reclassification adjustment for gain on
    derivative instruments (note 12)                                                     (1,815)         (1,815)     (1,815)
                                                                                                     -----------
Comprehensive income                                                                                     55,097
                                                                                                     -----------
Dividends declared                                                            (34,079)                              (34,079)
Reinvested dividends                                       1           6                                                  6
Exercise of stock options                                190       4,221                                              4,221
Repurchase of Common Stock                               (49)       (580)        (967)                               (1,547)
------------------------------------------------------------------------------------------------------------------------------

Balance as at December 31, 2002                       39,692     470,988      954,005    (3,095)                  1,421,898
------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial statements.

TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
1.
Summary of Significant Accounting PoliciesBasis of presentation
     The  consolidated  financial  statements  have been  prepared in  accordance  with  accounting  principles
     generally  accepted in the United  States.  They  include  the  accounts  of Teekay  Shipping  Corporation
     ("Teekay"),  which is incorporated under the laws of the Republic of the Marshall Islands,  and its wholly
     owned or controlled  subsidiaries  (the  "Company").  Significant  intercompany  balances and transactions
     have been eliminated upon consolidation.
     The preparation of financial  statements in conformity with accounting  principles  generally  accepted in
     the United States requires  management to make estimates and assumptions  that affect the amounts reported
     in the financial statements and accompanying notes. Actual results could differ from those estimates.Reporting currency
     The  consolidated  financial  statements  are stated in U.S.  dollars  because  the  Company  operates  in
     international shipping markets which utilize the U.S. dollar as the functional currency.Operating revenues and expenses
     Voyage  revenues and  expenses  are  recognized  on the  percentage  of  completion  method of  accounting
     determined using the  discharge-to-discharge  basis.  Estimated losses on voyages are provided for in full
     at the time such losses become evident.  The  consolidated  balance sheets reflect the deferred portion of
     revenues and expenses, which will be earned in subsequent periods.
     Voyage expenses  comprise all expenses  relating to particular  voyages,  including  bunker fuel expenses,
     port fees,  canal tolls,  and  brokerage  commissions.  Vessel  operating  expenses  comprise all expenses
     relating to the  operation of vessels  including  crewing,  repairs and  maintenance,  insurance,  stores,
     lubes, and communications.Cash and cash equivalents
     The Company  classifies  all highly liquid  investments  with a maturity date of three months or less when
     purchased as cash and cash equivalents.
     Cash interest paid during the years ended December 31, 2002, 2001 and 2000, totalled $65.3 million,
     $54.8 million, and $77.1 million, respectively.Marketable securities
     The Companys  investments in marketable  securities are classified as  available-for-sale  securities and
     are carried at fair value. Net unrealized gains or losses on available-for-sale  securities,  if material,
     are reported as a component of other comprehensive income.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
Vessels and equipment
     All  pre-delivery  costs incurred during the construction of  newbuildings,  including  interest costs and
     supervision and technical costs,  are capitalized.  The acquisition cost and all costs incurred to restore
     used  vessel  purchases  to the  standard  required  to  properly  service  the  Companys  customers  are
     capitalized.  Depreciation  is calculated on a  straight-line  basis over a vessels  useful life from the
     date a vessel is initially placed in service.
     Interest costs  capitalized to vessels and equipment for the years ended December 31, 2002,  2001 and 2000
     aggregated $6.0 million, $2.5 million, and $nil, respectively.
     Expenditures  incurred during  drydocking are capitalized and amortized on a straight-line  basis over the
     period until the completion of the next anticipated  drydocking.  When significant drydocking expenditures
     occur prior to the expiry of this period,  the remaining  unamortized  balance of the original  drydocking
     cost is expensed in the month of the subsequent  drydocking.  Amortization of drydocking  expenditures for
     the years ended  December 31, 2002,  2001 and 2000  aggregated  $21.8  million,  $14.2  million,  and $9.2
     million, respectively.
     The Company  reviews  vessels and equipment for  impairment  whenever  events or changes in  circumstances
     indicate  the  carrying  amount  of an asset may not be  recoverable.  Recoverability  of these  assets is
     measured  by  comparison  of their  carrying  amount to future  undiscounted  cash  flows the  assets  are
     expected to generate.  If vessels and  equipment  are  considered  to be impaired,  the  impairment  to be
     recognized equals the amount by which the carrying value of the assets exceeds their fair market value.Investment in joint ventures
     The Company has a 50%  participating  interest in four joint  venture  companies  (2001-  three),  each of
     which owns a shuttle  tanker.  The joint ventures are accounted for using the equity  method,  whereby the
     investment  is  carried at the  Companys  original  cost plus its  proportionate  share of  undistributed
     earnings.
     During 2001, a joint venture in which the Company owns a 50% interest sold its three  vessels,  and ceased
     operations (see Note 11).Investment in the Panamax O/B/O Pool
     All  oil/bulk/ore  carriers  ("O/B/O") owned by the Company are operated through a Panamax O/B/O Pool. The
     participants  in the  Pool  are the  companies  contributing  vessel  capacity  to the  Pool.  The  voyage
     revenues and expenses of these  vessels have been included on a 100% basis in the  consolidated  financial
     statements.  The minority  pool  participants  share of the result has been deducted as time charter hire
     expense.Loan costs
     Loan costs,  including  fees,  commissions  and legal  expenses,  which are  presented as other assets are
     capitalized  and amortized on a straight line basis over the term of the relevant  loan.  Amortization  of
     loan costs is included in interest expense.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
Derivative instruments
     Derivative  instruments are recorded as assets or liabilities,  measured at fair value.  Derivatives  that
     are not hedges are adjusted to fair value through  income.  If the  derivative is a hedge,  depending upon
     the nature of the hedge,  changes in the fair value of the  derivatives are either offset against the fair
     value of assets,  liabilities or firm  commitments  through income,  or recognized in other  comprehensive
     income until the hedged item is recognized in income.  The  ineffective  portion of a derivatives  change
     in fair value is immediately recognized into income (see Note 12).Goodwill and other intangible assets
     In July 2001, the Financial  Accounting  Standards Board ("FASB") issued Statement of Financial Accounting
     Standards No. 142 ("SFAS 142"),  "Goodwill and Other Intangible  Assets," which  establishes new standards
     for accounting for goodwill and other  intangible  assets.  SFAS 142 requires that goodwill and indefinite
     lived intangible  assets no longer be amortized,  but reviewed for impairment  during the first six months
     of 2002 and annually  thereafter,  or more frequently if impairment  indicators  arise.  This statement is
     effective for existing  goodwill  beginning with fiscal years  starting after December 15, 2001.  Prior to
     2002,  goodwill,  which was acquired as a result of the  acquisition of Ugland Nordic  Shipping AS ("UNS")
     (see Note 3), was  amortized  over 20 years  using the  straight-line  method.  As at December  31,  2002,
     goodwill is recorded net of accumulated  amortization of $3.5 million.  During the six-month  period ended
     June 30,  2002,  the  Company  completed  its  transitional  impairment  testing  required by SFAS 142 and
     determined  that goodwill was not  impaired.  Based upon the  Companys  goodwill  balance at December 31,
     2001, the Company  estimates that  application of SFAS 142 will result in an annual increase in net income
     of approximately  $4.5 million,  by no longer amortizing  goodwill.  Had goodwill not been amortized prior
     to 2002,  net income would have been $340.0  million or $8.56 per share  ($8.40 per share - diluted),  for
     the year ended December 31, 2001 and unchanged for 2000.Income taxes
     The legal  jurisdictions  of the  countries  in which  Teekay and the  majority  of its  subsidiaries  are
     incorporated  do not impose  income  taxes upon  shipping-related  activities.  The  Companys  Australian
     shipowning  subsidiaries,  its  Canadian  subsidiary  Teekay  Canadian  Tankers  Ltd.,  and its  Norwegian
     subsidiary  UNS are subject to income  taxes.  UNS income  taxes are deferred  until  payment of dividends
     (see Note 11).  Included in other  long-term  liabilities  are deferred  income taxes of $43.7  million at
     December 31, 2002,  $36.3 million at December 31, 2001 and $4.2 million at December 31, 2000.  The Company
     accounts  for such taxes  using the  liability  method  pursuant  to  Statement  of  Financial  Accounting
     Standards No. 109, "Accounting for Income Taxes."TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
Accounting for Stock-Based Compensation
     Under  Statement of Financial  Accounting  Standards No. 123 ("SFAS  123"),  "Accounting  for  Stock-Based
     Compensation,"  disclosures  of  stock-based  compensation  arrangements  with  employees are required and
     companies are encouraged (but not required) to record  compensation  costs  associated with employee stock
     option awards,  based on estimated  fair values at the grant dates.  The Company has chosen to continue to
     account for stock-based  compensation  using the intrinsic  value method  prescribed in APB Opinion No. 25
     ("APB 25")  "Accounting  for Stock Issued to Employees."  As the exercise price of the Companys  employee
     stock options equals the market price of underlying  stock on the date of grant, no  compensation  expense
     is recognized  under APB 25. The  following  table  illustrates  the effect on net income and earnings per
     share if the  Company  had  applied  the fair  value  recognition  provisions  of SFAS 123 to  stock-based
     employee compensation (see Note 9).Year Ended           Year Ended          Year Ended
                                                              December 31,         December 31,        December 31,
                                                                  2002                 2001                2000
                                                                    $                   $                    $
                                                        -----------------------------------------------------------

      Net income - as reported...........................         53,391              336,518             270,020
      Less: Total stock-based compensation expense.......          7,538                6,466               5,571
                                                               ----------           ----------           ---------
      Net income - pro forma.............................         45,853              330,052             264,449
                                                               ==========           ==========           =========
      Basic earnings per common share:
      As reported........................................          1.35                 8.48                7.02
      Pro forma..........................................          1.16                 8.31                6.87

      Diluted earnings per common share:
      As reported........................................          1.33                 8.31                6.86
      Pro forma..........................................          1.14                 8.15                6.72

The fair  values  of the  option  grants  were  estimated  on the dates of grant  using the  Black-Scholes
     option-pricing  model with the following  assumptions:  risk-free  average  interest rates of 4.7% for the
     year ended  December  31,  2002;  4.5% for the year ended  December  31,  2001 and 6.6% for the year ended
     December 31, 2000,  respectively;  dividend yield of 3.0%;  expected volatility of 30%; and expected lives
     of five years.Comprehensive income
     The Company  follows  Statement  of  Financial  Accounting  Standards  No. 130,  "Reporting  Comprehensive
     Income,"  which  establishes  standards  for  reporting  and  displaying   comprehensive  income  and  its
     components in the consolidated financial statements.Recent accounting pronouncements
     In July 2002, the FASB issued  Statement No. 146 ("SFAS 146"),  "Accounting for Costs Associated with Exit
     or Disposal  Activities."  This  Standard,  which is effective  for disposal  activities  initiated  after
     December 31, 2002,  addresses  significant issues regarding the recognition,  measurement and reporting of
     costs associated with exit and disposal  activities.  The Company does not anticipate that the adoption of
     SFAS 146 will have a significant  impact on the Companys  consolidated  financial  position or results of
     operations.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
In  November  2002,  the FASB  issued  Interpretation  No.  45,  "Guarantors  Accounting  and  Disclosure
     Requirements for Guarantees,  Including Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45
     requires a guarantor to make significant new disclosures  about its obligations  under certain  guarantees
     that it has issued.  It also  requires a guarantor  to  recognize,  at the  inception  of a  guarantee,  a
     liability  for the fair value of the  obligation  undertaken  in issuing  the  guarantee.  The  disclosure
     requirements  of FIN 45 are effective  for financial  statements  with periods  ending after  December 15,
     2002.  The initial  recognition  and  measurement  provisions  are  applicable on a  prospective  basis to
     guarantees  issued or modified after  December 31, 2002.  The Company has not  determined  the effect,  if
     any, that the adoption of FIN 45 will have on the  Companys  consolidated  financial  position or results
     of operations.2.
Business Operations
     The Company is engaged in the ocean  transportation  of petroleum  cargoes worldwide through the ownership
     and operation of a fleet of tankers. All of the Companys revenues are earned in international markets.
     No customer  accounted for more than 10% of the Companys  consolidated  voyage  revenues  during the year
     ended December 31, 2002. One customer,  an international  oil company,  accounted for 13% ($130.8 million)
     of the Companys  consolidated  voyage  revenues  during the year ended  December 31, 2001. Two customers,
     both  international  oil  companies,  individually  accounted  for 13%  ($118.3  million)  and 12% ($110.2
     million) of the Companys  consolidated  voyage revenues during the year ended December 31, 2000. No other
     customer  accounted  for more than 10% of the Companys  consolidated  voyage  revenues  during the fiscal
     periods presented herein.3.
Acquisition of Ugland Nordic Shipping AS
     As of May 28, 2001,  Teekay had purchased  100% of the issued and  outstanding  shares of UNS (9% of which
     was  purchased in fiscal 2000 and the remaining  91% was  purchased in fiscal  2001),  for $222.8  million
     cash,  including estimated  transaction  expenses of approximately $7 million. UNS controls a modern fleet
     of 18 shuttle  tankers  (including two  newbuildings  on order) that engage in the  transportation  of oil
     from offshore production platforms to onshore storage and refinery facilities.
     The  acquisition  of UNS has been  accounted  for using the  purchase  method of  accounting,  based  upon
     estimates of fair value.  UNS operating  results are reflected in these financial  statements  commencing
     March 6,  2001,  the date  Teekay  acquired a  majority  interest  in UNS.  Equity  income  related to the
     Companys  nine percent  interest in UNS up to December  31, 2000 has been  credited as an  adjustment  to
     retained  earnings.  Teekays  interest  in UNS for the period  from  January 1, 2001 to March 5, 2001 has
     been included in equity income for the corresponding period.
     The following table shows  comparative  summarized  consolidated  pro forma financial  information for the
     years ended  December 31, 2001 and 2000 and gives  effect to the  acquisition  of 100% of the  outstanding
     shares in UNS as if it had taken place January 1, on each of the years presented:TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
Pro Forma
                                                                              Year Ended             Year Ended
                                                                          December 31, 2001       December 31, 2000
                                                                             (unaudited)             (unaudited)
                                                                                  $                       $                                                                        ----------------------------------------------
      Net voyage revenues..............................................         805,754                 713,350
      Net income.......................................................         336,514                 265,554
      Net income per common share
      - basic .........................................................            8.47                    6.90
      - diluted........................................................            8.31                    6.75

4.
Investments in Marketable SecuritiesGross           Gross            Approximate
                                                                        Unrealized     Unrealized           Market and
                                                           Cost           Gains          Losses          Carrying Values
                                                             $              $               $                   $
                                                       -----------------------------------------------------------------
      December 31, 2002
      Available-for-sale equity securities.............   21,416                -         (7,786)            13,630
                                                        ----------        ---------     ----------         -----------
                                                          21,416                -         (7,786)            13,630
                                                        ==========        =========     ==========         ===========

      December 31, 2001
      Available-for-sale equity securities.............   24,500                -         (8,474)            16,026
      Available-for-sale debt securities.................  5,028                -              -              5,028
                                                        ----------        ---------     ----------         -----------
                                                          29,528                -         (8,474)            21,054
                                                        ==========        =========     ==========         ===========

Available-for-sale  equity  securities  represent  1,001,221  shares (2001  1,150,221) in Nordic American
     Tanker Shipping Ltd. These shares were acquired as part of the 2001 acquisition of UNS (see Note 3).
     The cost and approximate market value of  available-for-sale  debt securities by contractual  maturity, as
     at December 31, 2002 and December 31, 2001, are shown as follows:Approximate
                                                                                                           Market and
                                                                                           Cost         Carrying Values
                                                                                             $                 $
                                                                                      ----------------------------------

      December 31, 2002
      Less than one year ........................................................              -                  -
      Due after one year through five years .....................................              -                  -
                                                                                        ----------          ---------
                                                                                               -                  -
                                                                                        ==========          =========

      December 31, 2001
      Less than one year ........................................................          5,028              5,028
      Due after one year through five years .....................................              -                  -
                                                                                        ----------          ---------

                                                                                           5,028              5,028
                                                                                        ==========          =========
5.
Accrued LiabilitiesDecember 31,     December 31,
                                                                                            2002             2001
                                                                                              $               $
                                                                                     ----------------------------------

      Voyage and vessel..........................................................          37,314           16,450
      Interest...................................................................          22,484           24,180
      Payroll and benefits.......................................................          23,845           10,381
                                                                                        ----------        ---------
                                                                                           83,643           51,011
                                                                                        ==========        =========

TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
6.
Long-Term DebtDecember 31,     December 31,
                                                                                            2002             2001
                                                                                              $               $
                                                                                    ----------------------------------

      Revolving Credit Facilities................................................         210,000                -
      First Preferred Ship Mortgage Notes (8.32%) due through 2008...............         167,229          167,229
      Term Loans due through 2009 ...............................................         401,593          416,239
      Senior Notes (8.875%) due July 15, 2011 ...................................         352,000          352,234
                                                                                      -------------     -------------
                                                                                        1,130,822          935,702
      Less current portion.......................................................          83,605           51,830
                                                                                      -------------     -------------
                                                                                        1,047,217          883,872
                                                                                      =============     =============

The Company has two long-term  Revolving  Credit  Facilities  (the  "Revolvers")  available,  which, as at
     December  31,  2002,  provided  for  borrowings  of up to $450.7  million,  of which  $240.7  million  was
     undrawn.  Interest  payments are based on LIBOR (December 31, 2002: 1.4%;  December 31, 2001: 1.9%) plus a
     margin  depending on the  financial  leverage of the Company;  at December 31, 2002 and 2001,  the margins
     ranged between 0.50% and 0.75%.  The amount available under the Revolvers  reduces  semi-annually by $28.8
     million,  with final balloon  reductions  in 2006 and 2008.  The  Revolvers  are  collateralized  by first
     priority  mortgages  granted  on  33 of  the  Companys  vessels,  together  with  certain  other  related
     collateral, and a guarantee from Teekay for all amounts outstanding under the Revolvers.
     The  8.32%  First   Preferred   Ship  Mortgage  Notes  due  February  1,  2008  (the  "8.32%  Notes")  are
     collateralized  by first  preferred  mortgages on seven of the Companys  Aframax  tankers,  together with
     certain  other  related  collateral,  and are  guaranteed  by seven  subsidiaries  of Teekay  that own the
     mortgaged  vessels (the "8.32%  Notes  Guarantor  Subsidiaries")  to a maximum of 95% of the fair value of
     their net  assets.  As at  December  31,  2002,  the fair  value of these net assets  approximated  $171.6
     million.  The 8.32% Notes are also subject to a sinking fund,  which will retire $45.0  million  principal
     amount of the 8.32% Notes on each February 1, commencing 2004.  During June 2001, the Company  repurchased
     a principal amount of $22.0 million of the 8.32% Notes outstanding.
     Upon the 8.32%  Notes  achieving  Investment  Grade  Status (as defined in the  Indenture)  and subject to
     certain other conditions,  the guarantees of the 8.32% Notes Guarantor  Subsidiaries  will terminate,  all
     of the  collateral  securing the  obligations  of the Company and the 8.32% Notes  Guarantor  Subsidiaries
     under the Indenture and the Security  Documents (as defined in the Indenture) will be released  (whereupon
     the Notes will become  general  unsecured  obligations  of the  Company) and certain  covenants  under the
     Indenture will no longer be applicable to the Company.
     Condensed  financial  information  regarding  the Company,  the 8.32% Notes  Guarantor  Subsidiaries,  and
     non-guarantor  subsidiaries  of the  Company  is set out in  Schedule  A of these  consolidated  financial
     statements.
     The  Company  has  several  term loans  outstanding,  which,  as at December  31,  2002,  totalled  $401.6
     million.  Interest  payments  are based on LIBOR  plus a  margin.  At  December  31,  2002 and  2001,  the
     margins  ranged between 0.50% and 1.45%.  The term loans reduce in quarterly or semi-annual  payments with
     varying  maturities  through 2009.  All term loans of the Company are  collateralized  by first  preferred
     mortgages  on the  vessels  to which the  loans  relate,  together  with  certain  other  collateral,  and
     guarantees from Teekay.  As at December 31, 2002, UNS had term loans totaling $313.5 million.  Teekay does
     not guarantee any of the  obligations  of UNS under these  facilities.  One term loan required a retention
     deposit of $4.6 million as at December 31, 2002 (December 31, 2001 - $7.8 million).TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
The 8.875%  Senior Notes due July 15, 2011 (the "8.875%  Notes") rank equally in right of payment with all
     of the  Companys  existing and future  senior  unsecured  debt and senior to the  Companys  existing and
     future  subordinated  debt.  The 8.875%  Notes are not  guaranteed  by any of  Teekays  subsidiaries  and
     effectively  rank behind all existing and future  secured  debt of Teekay and other  liabilities,  secured
     and unsecured, of its subsidiaries.
     Among other matters,  the long-term  debt  agreements  generally  provide for such items as maintenance of
     certain  vessel  market  value to loan ratios and minimum  consolidated  financial  covenants,  prepayment
     privileges (in some cases with penalties),  and restrictions  against the incurrence of new investments by
     the individual  subsidiaries without prior lender consent. The amount of Restricted Payments,  as defined,
     that the Company can make,  including  dividends and purchases of its own capital stock,  is limited as of
     December 31, 2002,  to $440.6  million.  Certain of the loan  agreements  require a minimum  level of free
     cash be maintained.  As at December 31, 2002, this amount was $84.8 million.
     The aggregate  annual  long-term debt principal  repayments  required to be made for the five fiscal years
     subsequent to December 31, 2002 are $83.6 million (2003),  $104.9 million  (2004),  $131.1 million (2005),
     $180.8 million (2006), and $84.8 million (2007).7.
LeasesCharters-out
     Time  charters  and bareboat  charters to third  parties of the  Companys  vessels are  accounted  for as
     operating  leases.  As at December 31, 2002,  minimum future  revenues to be received on time charters and
     bareboat  charters  currently in place are $176.7 million (2003),  $189.6 million  (2004),  $146.7 million
     (2005), $101.9 million (2006), $94.4 million (2007), and $546.5 million thereafter.
     The minimum  future  revenues  should not be construed to reflect  total  charter hire revenues for any of
     the years.Charters-in
     As at December 31, 2002,  minimum  commitments  under vessel  operating  leases are $25.7 million  (2003),
     $10.8 million (2004) and $2.0 million (2005).8.
Fair Value of Financial Instruments
     Carrying amounts of all financial instruments approximate fair market value except for the following:Long-term  debt - The fair values of the Companys  fixed rate  long-term  debt are based on either quoted
     market prices or estimated  using  discounted cash flow analyses,  based on rates currently  available for
     debt with similar terms and remaining maturities.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
Interest rate swap agreements and foreign  exchange  contracts - The fair value of interest rate swaps and
     foreign  exchange  contracts,  used for hedging  purposes,  is the estimated amount that the Company would
     receive or pay to terminate the agreements at the reporting  date,  taking into account  current  interest
     rates, the current credit worthiness of the swap counter parties and foreign exchange rates.
     The estimated fair value of the Companys financial instruments is as follows:December 31, 2002                 December 31, 2001
                                                         Carrying          Fair           Carrying            Fair
                                                          Amount           Value           Amount            Value
                                                            $                $                $                $
                                                      -------------------------------------------------------------------

      Cash and cash equivalents, marketable
        securities, and restricted cash...............    307,040         307,040         203,837           203,837
      Long-term debt ................................. (1,130,822)     (1,143,753)       (935,702)         (952,055)
      Derivative instruments (note 12) ...............
        Interest rate swap agreements ................       (802)           (802)         (2,429)           (2,429)
        Foreign currency contracts ...................        545             545            (343)             (343)
        Bunker fuel swap contracts....................        254             254            (328)             (328)
        Written freight call option...................          -               -            (857)             (857)

The  Company  transacts  all  of  its  derivative   instruments  with  investment  grade  rated  financial
     institutions and requires no collateral from these institutions.9.
Capital Stock
     The  authorized  capital stock of Teekay at December 31, 2002 was  25,000,000  shares of Preferred  Stock,
     with a par value of $1 per share, and 725,000,000  shares of Common Stock,  with a par value of $0.001 per
     share.  As at December 31, 2002,  Teekay had 39,692,060  shares of Common Stock and no shares of Preferred
     Stock issued and outstanding.
     On September 19, 2001,  Teekay  announced  that its Board of Directors had authorized the repurchase of up
     to  2,000,000  shares of its  Common  Stock in the open  market.  As at  December  31,  2002,  Teekay  had
     repurchased 561,700 shares of Common Stock at an average price of $27.97 per share.
     As of December  31,  2002,  the Company had reserved  5,803,471  shares of Common Stock for issuance  upon
     exercise of options  granted  pursuant to the Companys  1995 Stock Option Plan (the  "Plan").  During the
     years ended December 31, 2002,  2001, and 2000, the Company  granted  options under the Plan to acquire up
     to 1,026,025,  863,200,  and 889,500 shares of Common Stock,  respectively,  to certain eligible officers,
     employees  (including  senior sea staff),  and  directors of the Company.  The options have a 10-year term
     and had  initially  vested  equally over four years from the date of grant.  Effective  September 8, 2000,
     the Company  amended the Plan which  reduced the vesting  period for all  subsequent  stock option  grants
     from four years to three years.  In  addition,  the Company also  accelerated  the vesting  period for the
     existing  grants  by one  year.  The  impact  of the  accelerated  vesting  for  the  existing  grants  on
     compensation expense was not material for the years ended December 31, 2002, 2001 and 2000.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
A summary of the Companys  stock option  activity,  and related  information for the years ended December
     31, 2002, 2001 and 2000 is as follows:December 31, 2002        December 31, 2001         December 31, 2000
                                          --------------------------------------------------------------------------
Weighted-                 Weighted-                 Weighted-
                                          Options     Average      Options      Average      Options      Average
                                          (000s)     Exercise     (000s)      Exercise     (000s)     Exercise
                                             #         Price          #          Price          #          Price
                                                         $                         $                         $
                                          --------------------------------------------------------------------------

      Outstanding-beginning of year....    2,740         28.04       2,860          22.25       3,099       22.14
      Granted..........................    1,026         39.12         863          41.19         889       23.56
      Exercised........................     (190)        22.16        (917)         22.44      (1,080)      23.00
      Forfeited........................      (69)        33.86         (66)         26.86         (48)      22.77
                                          -------                   --------                   -------
      Outstanding-end of year..........    3,507         31.46       2,740          28.04       2,860       22.25
                                          =======                   ========                   =======

      Exercisable- end of year ........    1,739         24.97       1,164          22.99       1,453       23.54
                                          =======                   ========                   =======

      Weighted-average fair value
        of options granted during
        the year (per option) .........                   9.79                      10.19                    6.62

Exercise  prices for the  options  outstanding  as of  December  31,  2002 ranged from $16.88 per share to
     $41.19 per share. These options have a weighted-average remaining contractual life of 7.53 years.10.
Related Party Transactions
     As at December 31, 2002,  Resolute  Investments,  Inc.  owned 41.6% of the  Companys  outstanding  Common
     Stock.  Two of the  Companys  directors  are officers and  directors  of Resolute  Investments,  Inc. Two
     additional  directors  of the  Company  are  directors  of the entity that  ultimately  controls  Resolute
     Investments, Inc.
     Payments made by the Company to Resolute  Investments,  Inc. or companies related through common ownership
     in respect of port agent services,  legal and  administration  fees,  shared office costs,  and consulting
     fees for the years ended December 31, 2002,  2001 and 2000 totalled $0.9 million,  $1.5 million,  and $1.6
     million,  respectively.  In 1993 the Company  purchased all of the issued and  outstanding  shares of Palm
     Shipping Inc. (now Teekay Chartering Limited) from an affiliate of Resolute  Investments,  Inc. During the
     year ended  December 31, 2002,  the Company  accrued and expensed in other (loss) income $6.0 million as a
     settlement of a contingent  payment,  which was required under the terms of the Palm Shipping  acquisition
     agreement.11.
Other (Loss) IncomeYear Ended      Year Ended       Year Ended
                                                                December 31,    December 31,     December 31,
                                                                    2002            2001             2000
                                                                     $                $                $
                                                               -------------------------------------------------
      Loss on disposition of vessels and equipment.........              -               -           (1,004)
      (Loss) gain on disposition of available-for-sale
      securities...........................................         (1,130)            758                -
      Equity income from joint ventures ...................          4,523          17,324            9,546
      Deferred income taxes ...............................        (11,413)         (6,963)            (999)
      Miscellaneous........................................         (3,455)         (1,011)          (3,679)
                                                                 -----------     -----------       -----------
                                                                   (11,475)         10,108            3,864
                                                                 ===========     ===========       ===========

TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
12.
Derivative Instruments and Hedging Activities
     The Company adopted SFAS 133,  "Accounting for Derivative  Instruments and Hedging Activities," on January
     1,  2001.  The  Company  recognized  the fair  value of its  derivatives  as  assets of $2.2  million  and
     liabilities of $1.3 million on its  consolidated  balance sheet as of January 1, 2001.  These amounts were
     recorded as a cumulative effect of an accounting  change as an adjustment to stockholders  equity through
     other  comprehensive  income.  There was no impact on net income.  In  addition,  a deferred  gain of $3.2
     million on unwound  interest rate swap  agreements  presented as other  long-term  liabilities at December
     31,  2000,  was  reclassified  to  accumulated  other  comprehensive  income and will be  recognized  into
     earnings over the hedged term of the debt.
     The Company only uses  derivatives  for hedging  purposes.  The following  summarizes  the Companys  risk
     strategies with respect to market risk from foreign currency  fluctuations,  changes in interest rates and
     bunker fuel prices and the effect of these strategies on the Companys financial statements.
     The  Company  hedges  portions of its  forecasted  expenditures  denominated  in foreign  currencies  with
     forward  contracts and a portion of its bunker fuel  expenditures  with bunker fuel swap contracts.  As at
     December 31, 2002,  the Company was committed to foreign  exchange  contracts for the forward  purchase of
     approximately  Singapore  Dollars 2.0  million,  Norwegian  Kroner 74.3  million,  Canadian  Dollars  84.0
     million and Euros 1.9 million  for U.S.  Dollars,  at an average  rate of  Singapore  Dollar 1.78 per U.S.
     Dollar,  Norwegian  Kroner 7.39 per U.S.  Dollar,  Canadian Dollar 1.59 per U.S. Dollar and Euros 0.93 per
     U.S.  Dollar,  respectively.  As at December  31,  2002,  the Company  was  committed  to bunker fuel swap
     contracts  totalling  20,400  metric  tonnes with a  weighted-average  price of $116.00  per tonne,  which
     expire between January 2003 and May 2004.
     As at December  31,  2002,  the Company was  committed  to interest  rate swap  agreements  whereby  $20.0
     million  of  the  Companys  floating  rate  debt  was  swapped  with  fixed  rate  obligations  having  a
     weighted-average  remaining term of 10 months,  expiring between March 2003 and May 2004. These agreements
     effectively  change the Companys  interest  rate exposure on $20.0 million of debt from a floating  LIBOR
     rate to a weighted-average fixed rate of 5.75%.
     The  Company is exposed  to credit  loss in the event of  non-performance  by the  counter  parties to the
     interest  rate swap  agreements,  foreign  exchange  forward  contracts,  and bunker fuel swap  contracts;
     however, the Company does not anticipate non-performance by any of the counter parties.
     During the year ended  December 31, 2002,  the Company  recognized a net gain of $0.1 million  relating to
     the ineffective  portion of its interest rate swap agreements and foreign currency forward contracts.  The
     ineffective  portion of these  derivative  instruments  is presented as interest  expense and other (loss)
     income, respectively.
     As at December 31, 2002, the Company  estimates,  based on current  foreign  exchange  rates,  bunker fuel
     prices and interest rates,  that it will reclassify  approximately  $1.5 million of net gain on derivative
     instruments  from  accumulated  other  comprehensive  income to earnings  during the next 12 months due to
     actual voyage,  vessel operating,  drydocking and general and administrative  expenditures and the payment
     of interest expense associated with the floating-rate debt.TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
13.
Commitments and Contingencies
     As at December 31, 2002, the Company was committed to the  construction of two shuttle,  three Suezmax and
     six Aframax  tankers  scheduled  for  delivery  between  March 2003 and October  2004,  at a total cost of
     approximately  $496.6 million,  excluding  capitalized  interest.  As of December 31, 2002,  payments made
     towards these commitments  totalled $127.3 million and long-term financing  arrangements existed for $16.3
     million of the unpaid cost of these  vessels.  It is the  Companys  intention  to finance  the  remaining
     unpaid amount of $353.0 million through  incremental debt or the utilization of surplus cash balances,  or
     a combination  thereof.  As of December 31, 2002, the remaining  payments  required to be made under these
     newbuilding  contracts  were $245.9  million in 2003,  and $123.4  million in 2004.  With the exception of
     four Aframax  tankers  scheduled for delivery in 2004, all of the vessels upon delivery will be subject to
     long-term charter contracts, which expire between 2009 and 2015.
     The  Company  is  also  committed  to a  capital  lease  on an  Aframax  tanker  that is  currently  under
     construction  and is expected to deliver in the fourth  quarter of 2003.  The lease will  require  minimum
     payments of $66.9 million (including a purchase obligation payment) over the 15-year term of the lease.
     Teekay and certain  subsidiaries  of Teekay have guaranteed  their share of the outstanding  mortgage debt
     in three 50%-owned joint venture  companies.  As of December 31, 2002,  Teekay and these  subsidiaries had
     guaranteed  $82.7 million of such debt, or 50% of the total $165.3  million in  outstanding  mortgage debt
     of the joint venture  companies.  The  outstanding  mortgage debt has maturity dates ranging from May 2008
     to August 2009. These joint venture companies own three shuttle tankers.
     On December  16, 2002,  Teekay and Statoil ASA  announced  that they had entered  into an agreement  under
     which  Teekay  will  acquire  Statoils  wholly-owned  shipping  company,  Navion ASA  (excluding  its oil
     drilling ship and related operations and one floating  production,  storage and offload vessel), on a debt
     free-basis,  for approximately $800.0 million in cash. Navion, based in Norway,  operates primarily in the
     shuttle tanker and the  conventional  crude oil and product tanker  markets.  As of December 31, 2002, the
     Company had made a deposit of $76.0 million towards the purchase price,  with the remaining  unpaid amount
     being due upon closing,  which is expected to take place in the second  quarter of 2003. It is anticipated
     that the  acquisition of Navion will be funded by borrowings  under a new credit  facility,  together with
     available cash or cash generated from operations and borrowings under other existing credit facilities.14.
Change in Non-Cash Working Capital Items Related to Operating ActivitiesYear Ended      Year Ended       Year Ended
                                                                    December 31,    December 31,     December 31,
                                                                        2002            2001             2000
                                                                         $                $                $
                                                                -------------------------------------------------

      Accounts receivable....................................         (13,508)         23,993          (49,405)
      Prepaid expenses and other assets......................          (5,002)          5,152            3,443
      Accounts payable.......................................          27,375             666            2,613
      Accrued liabilities....................................          (1,827)         (1,614)           6,673
                                                                    -----------     ------------      -----------
                                                                        7,038          28,197          (36,676)
                                                                    ===========     ============      ===========
TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Contd)
           (all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)
15.
Subsequent Events
     (a) On February  1, 2003,  one of the  Companys  vessels,  the  Alliance  Spirit,  was empty of cargo and
     waiting off  Skikda,  Algeria to load crude oil when a severe  storm arose and pushed the vessel  aground.
     Subsequent to the grounding,  the vessel has been  classified as a constructive  total loss.  Although all
     bunker fuel,  diesel fuel, lube oils,  paints and chemicals on board have been  successfully  removed from
     the vessel,  between 40 and 80 metric  tonnes of residual oil cargo remain in the cargo tanks.  The vessel
     is insured for its full value and thus,  the  Company has  requested  payment of the  insurance  proceeds,
     which is anticipated to cover the vessels full value.  The Company also maintains  insurance  coverage on
     the vessel for  environmental  damage or  pollution  liability  in an amount of  $1 billion.  The  Company
     believes any liability  resulting from the escape of any oil into the environment  would be  substantially
     below this amount.  Under the applicable  global  convention,  any liability  above $1 billion for any oil
     spill in this region relating to this incident would be limited to approximately $32 million.
     (b) As of February 18, 2003, the Company  completed an offering for gross  proceeds of $143.75  million in
     mandatory  convertible  equity units  pursuant to its currently  effective  universal  shelf  registration
     statement  filed with the U.S.  Securities  and  Exchange  Commission.  Each  equity unit  includes  (a) a
     forward  contract  that  requires  the holder to purchase  for $25 a specified  fraction of a share of the
     Companys  Common Stock on February 16, 2006 and (b) a $25  principal  amount,  subordinated  note due May
     18, 2006. The forward contracts provide for contract  adjustment  payments of 1.25% annually and the notes
     bear  interest at 6.0%  annually.  Upon  settlement  on  February  16,  2006 of the 5.75  million  forward
     contracts  included in the equity units, the Company will issue between  3,267,150 and 3,991,075 shares of
     its Common  Stock  (depending  on the average  closing  price of the Common Stock for the  20-trading  day
     period  ending on the third  trading day prior to February 16,  2006).  Proceeds  from the offering may be
     used  to  finance  potential   acquisitions  and  for  general  corporate   purposes,   including  capital
     expenditures, working capital, and the repayment of debt.SCHEDULE ATEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                        (in thousands of U.S. dollars)
Year Ended December 31, 2002
                                          ----------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                   Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                 $                $               $               $                $
                                          ----------------- -------------- ---------------- --------------- ----------------

Net voyage revenues                                   -          36,480         649,624         (142,232)        543,872
Operating expenses                               17,191          34,314         515,253         (142,232)        424,526
                                          ----------------- -------------- ---------------- --------------- ----------------
     (Loss) income from vessel                  (17,191)          2,166         134,371                -         119,346
operations


Net interest expense                            (41,575)              -         (12,905)               -         (54,480)
Equity in net income of subsidiaries            111,177               -               -         (111,177)              -
Other income (loss)                                 980               -         (12,455)               -         (11,475)
                                          ----------------- -------------- ---------------- --------------- ----------------
Net income                                       53,391           2,166         109,011         (111,177)         53,391
Retained earnings (deficit), beginning
of the year                                     935,660         (15,278)      1,036,401       (1,021,123)        935,660
Dividends declared                              (34,079)              -               -                -         (34,079)
Repurchase of Common Stock                         (967)              -               -                -            (967)
                                          ----------------- -------------- ---------------- --------------- ----------------
Retained earnings (deficit),  end of
the year                                        945,005         (13,112)      1,145,412       (1,132,300)        954,005
                                          ================= ============== ================ =============== ================

                                                                    Year Ended December 31, 2001
                                          ----------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                   Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                 $                $               $               $                $
                                          ----------------- -------------- ---------------- --------------- ----------------

Net voyage revenues                                   -          34,688         899,218         (144,412)        789,494
Operating expenses                               10,809          32,660         506,974         (144,412)        406,031
                                          ----------------- -------------- ---------------- --------------- ----------------
     (Loss) income from vessel                  (10,809)          2,028         392,244                -         383,463
operations


Net interest (expense) income                   (22,548)              -         (34,505)               -         (57,053)
Equity in net income of subsidiaries            369,023               -               -         (369,023)              -
Other income                                        852           1,663           7,593                -          10,108
                                          ----------------- -------------- ---------------- --------------- ----------------
Net income                                      336,518           3,691         365,332         (369,023)        336,518
Retained earnings (deficit), beginning
of the year                                     641,149         (18,969)        671,069         (652,100)        641,149
Adjustment for equity income on step
acquisition                                         198               -               -                -             198
Dividends declared                              (34,102)              -               -                -         (34,102)
Repurchase of Common Stock                       (8,103)              -               -                -          (8,103)
                                          ----------------- -------------- ---------------- --------------- ----------------
Retained earnings (deficit),  end of
the year                                        935,660         (15,278)      1,036,401       (1,021,123)        935,660
                                          ================= ============== ================ =============== ================

                                                                     Year Ended December 31, 2000
                                           ---------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                   Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                  $               $               $               $                $
                                           ---------------- -------------- ---------------- --------------- ----------------

Net voyage revenues                                    -         35,137         776,291         (167,159)        644,269
Operating expenses                                   420         25,202         433,578         (142,606)        316,594
                                           ---------------- -------------- ---------------- --------------- ----------------
     (Loss) income from vessel operations           (420)         9,935         342,713          (24,553)        327,675


Net interest (expense) income                    (17,373)            46         (44,192)               -         (61,519)
Equity in net income of subsidiaries             287,127              -               -         (287,127)              -
Other income                                         686              -           3,178                -           3,864
                                           ---------------- -------------- ---------------- --------------- ----------------
Net income                                       270,020          9,981         301,699         (311,680)        270,020
Retained earnings (deficit), beginning
of the year                                      404,130        (28,950)        369,370         (340,420)        404,130
Dividends declared                               (33,001)             -                 -              -         (33,001)
                                           ---------------- -------------- ---------------- --------------- ----------------
Retained earnings (deficit),  end of the
year                                             641,149        (18,969)        671,069         (652,100)        641,149
                                           ================ ============== ================ =============== ================
______________
(See Note 6)

SCHEDULE ATEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                                 CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
                                        (in thousands of U.S. dollars)
Year Ended December 31, 2002
                                          ----------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                    Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                 $                $               $               $                $
                                          ----------------- -------------- ---------------- --------------- ----------------

Net income                                       53,391           2,166         109,011         (111,177)         53,391
Other comprehensive income
     Unrealized loss on
        available-for-sale securities                 -               -            (239)               -            (239)
     Reclassification adjustment for
        loss on available-for-sale
        securities included in
        net income                                    -               -             737                -             737
     Unrealized gain on derivative
        instruments                                   -               -           3,023                -           3,023
     Reclassification adjustment for
        gain on derivative instruments                -               -          (1,815)               -          (1,815)
                                          ----------------- -------------- ---------------- --------------- ----------------
Comprehensive income                             53,391           2,166         110,717         (111,177)         55,097
                                          ================= ============== ================ =============== ================

Year Ended December 31, 2001
                                          ----------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                   Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                 $                $               $               $                $
                                          ----------------- -------------- ---------------- --------------- ----------------

Net income                                      336,518           3,691         365,332         (369,023)        336,518
Other comprehensive income
     Unrealized loss on
        available-for-sale securities                 -               -          (6,636)               -          (6,636)
     Reclassification adjustment for
        gain on available-for-sale
        securities included in net income             -               -          (3,627)               -          (3,627)
     Cumulative effect of accounting
        change                                        -               -           4,155                -           4,155
     Unrealized loss on derivative
        instruments                                   -               -          (2,274)               -          (2,274)
     Reclassification adjustment for
        gain on derivative instruments                -               -            (974)               -            (974)
                                          ----------------- -------------- ---------------- --------------- ----------------
Comprehensive income                            336,518           3,691         355,976         (369,023)        327,162
                                          ================= ============== ================ =============== ================


Year Ended December 31, 2000
                                          ----------------- -------------- ---------------- --------------- ----------------
8.32% Notes                                        Teekay
                                               Teekay         Guarantor     Non-Guarantor                   Shipping Corp.
                                           Shipping Corp.   Subsidiaries    Subsidiaries     Eliminations   & Subsidiaries
                                                 $                $               $               $                $
                                          ----------------- -------------- ---------------- --------------- ----------------

Net income                                      270,020           9,981         301,699         (311,680)        270,020
Other comprehensive income
     Unrealized gain on
     available-for-sale securities                    -               -           4,555                -           4,555
                                          ----------------- -------------- ---------------- --------------- ----------------
Comprehensive income                            270,020           9,981         306,254         (311,680)        274,575
                                          ================= ============== ================ =============== ================

______________
   (See Note 6)

SCHEDULE ATEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                                           CONDENSED BALANCE SHEETS
                                        (in thousands of U.S. dollars)
As at December 31, 2002
                                         ----------------------------------------------------------------------------------
8.32% Notes                                        Teekay
                                              Teekay         Guarantor    Non-Guarantor                    Shipping Corp.
                                          Shipping Corp.    Subsidiaries   Subsidiaries     Eliminations   & Subsidiaries
                                                 $               $              $                $                $
                                         ------------------ ------------ ----------------- --------------- ----------------
     ASSETS
Cash and cash equivalents                              -            -           284,625              -           284,625
Other current assets                               1,500           43           197,390        (96,000)          102,933
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total current assets                          1,500           43           482,015        (96,000)          387,558
Vessels and equipment (net)                            -      258,664         1,807,993              -         2,066,657
Advances due from subsidiaries                   263,105            -                 -       (263,105)                -
Other assets (principally marketable
      securities and investments
      in subsidiaries)                         1,701,937            -           123,748     (1,701,937)          123,748
Investment in joint ventures                           -            -            56,354              -            56,354
Goodwill                                               -            -            89,189              -            89,189
                                         ------------------ ------------ ----------------- --------------- ----------------
                                               1,966,542      258,707         2,559,299     (2,061,042)        2,723,506
                                         ================== ============ ================= =============== ================
     LIABILITIES & STOCKHOLDERS
     EQUITY
Current liabilities                               22,320        7,574           255,661        (96,000)          189,555
Long-term debt                                   519,229            -           572,500              -         1,091,729
Due (from) to affiliates                               -     (105,085)          425,788       (320,703)                -
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total liabilities                           541,549      (97,511)        1,253,949       (416,703)        1,281,284
                                         ------------------ ------------ ----------------- --------------- ----------------
Minority Interest                                      -            -            20,324              -            20,324
Stockholders Equity
Capital stock                                    470,988           23             5,943         (5,966)          470,988
Contributed capital                                    -      369,307           136,766       (506,073)                -
Retained earnings (deficit)                      954,005      (13,112)        1,145,412     (1,132,300)          954,005
Accumulated other comprehensive loss                   -            -            (3,095)             -            (3,095)
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total stockholders equity                1,424,993      356,218         1,285,026     (1,644,339)        1,421,898
                                         ------------------ ------------ ----------------- --------------- ----------------
                                               1,966,542      258,707         2,559,299     (2,061,042)        2,723,506
                                         ================== ============ ================= =============== ================


As at December 31, 2001
                                         ----------------------------------------------------------------------------------
8.32% Notes                                        Teekay
                                              Teekay         Guarantor    Non-Guarantor                    Shipping Corp.
                                          Shipping Corp.    Subsidiaries   Subsidiaries     Eliminations   & Subsidiaries
                                                 $               $              $                $                $
                                         ------------------ ------------ ----------------- --------------- ----------------
     ASSETS
Cash and cash equivalents                              -            -           174,950              -           174,950
Other current assets                               1,101          472           186,946        (96,000)           92,519
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total current assets                          1,101          472           361,896        (96,000)          267,469
Vessels and equipment (net)                            -      264,768         1,778,330              -         2,043,098
Advances due from subsidiaries                   346,430            -                 -       (346,430)                -
Other assets (principally marketable
     securities and investments
     in subsidiaries)                          1,599,746            -            42,783     (1,599,746)           42,783
Investment in joint ventures                           -            -            27,352              -            27,352
Goodwill                                               -            -            87,079              -            87,079
                                         ------------------ ------------ ----------------- --------------- ----------------
                                               1,947,277      265,240         2,297,440     (2,042,176)        2,467,781
                                         ================== ============ ================= =============== ================
LIABILITIES & STOCKHOLDERS
     EQUITY
Current liabilities                               24,813        1,319           197,193        (96,000)          127,325
Long-term debt                                   519,463            -           403,816              -           923,279
Due (from) to affiliates                               -      (90,131)          503,145       (413,014)                -
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total liabilities                           544,276      (88,812)        1,104,154       (509,014)        1,050,604
                                         ------------------ ------------ ----------------- --------------- ----------------
Minority Interest                                      -            -            18,977              -            18,977
Stockholders Equity
Capital stock                                    467,341           23             5,943         (5,966)          467,341
Contributed capital                                    -      369,307           136,766       (506,073)                -
Retained earnings (deficit)                      935,660      (15,278)        1,036,401     (1,021,123)          935,660
Accumulated other comprehensive loss                   -            -            (4,801)             -            (4,801)
                                         ------------------ ------------ ----------------- --------------- ----------------
     Total stockholders equity                1,403,001      354,052         1,174,309     (1,533,162)        1,398,200
                                         ------------------ ------------ ----------------- --------------- ----------------
                                               1,947,277      265,240         2,297,440     (2,042,176)        2,467,781
                                         ================== ============ ================= =============== ================

______________
(See Note 6)

SCHEDULE ATEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                                      CONDENSED STATEMENTS OF CASH FLOWS
                                        (in thousands of U.S. dollars)
Year Ended December 31, 2002
                                                 --------------------------------------------------------------------------------
8.32% Notes                                         Teekay
                                                     Teekay       Guarantor     Non-Guarantor                    Shipping Corp.
                                                 Shipping Corp.  Subsidiaries    Subsidiaries    Eliminations    & Subsidiaries
                                                       $              $               $                $               $
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from operating activities           (51,914)      24,994          241,364                 -        214,444
                                                 --------------- ------------- ----------------- -------------- -----------------
FINANCING ACTIVITIES
Net proceeds from long-term debt                             -            -          255,185                 -        255,185
Scheduled repayments of long-term debt                       -            -          (51,830)                -        (51,830)
Prepayments of long-term debt                                -            -           (8,000)                -         (8,000)
Other                                                   51,914      (14,953)         (69,312)                -        (32,351)
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from financing activities            51,914      (14,953)         126,043                 -        163,004
                                                 --------------- ------------- ----------------- -------------- -----------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment                       -      (10,041)        (160,522)                -       (170,563)
Deposit for purchase of Navion ASA                           -            -          (76,000)                -        (76,000)
Other                                                        -            -          (21,210)                -        (21,210)
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from investing activities                 -      (10,041)        (257,732)                -       (267,773)
                                                 --------------- ------------- ----------------- -------------- -----------------
Increase in cash and cash equivalents                        -            -          109,675                 -        109,675
Cash and cash equivalents,
     beginning of the year                                   -            -          174,950                 -        174,950
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents, end of the year                   -            -          284,625                 -        284,625
                                                 =============== ============= ================= ============== =================


Year Ended December 31, 2001
                                                 --------------------------------------------------------------------------------
8.32% Notes                                         Teekay
                                                     Teekay       Guarantor     Non-Guarantor                    Shipping Corp.
                                                 Shipping Corp.  Subsidiaries    Subsidiaries    Eliminations    & Subsidiaries
                                                       $              $               $                $               $
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from operating activities            (7,458)      21,446          506,162                 -        520,150
                                                 --------------- ------------- ----------------- -------------- -----------------
FINANCING ACTIVITIES
Net proceeds from long-term debt                       345,045            -          343,336                 -        688,381
Scheduled repayments of long-term debt                       -            -          (72,026)                -        (72,026)
Prepayments of long-term debt                          (22,045)           -         (729,693)                -       (751,738)
Other                                                 (316,034)     (20,502)         301,031                 -        (35,505)
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from financing activities             6,966      (20,502)        (157,352)                -       (170,888)
                                                 --------------- ------------- ----------------- -------------- -----------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment                       -         (945)        (204,102)                -       (205,047)
Purchase of Ugland Nordic Shipping AS                      198            -         (176,651)                -       (176,453)
Other                                                        -            1           25,887                 -         25,888
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from investing activities               198         (944)        (354,866)                -       (355,612)
                                                 --------------- ------------- ----------------- -------------- -----------------
Decrease in cash and cash equivalents                     (294)           -           (6,056)                -         (6,350)
Cash and cash equivalents,
    beginning of the period                                294            -          181,006                 -        181,300
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents, end of the year                   -            -          174,950                 -        174,950
                                                 =============== ============= ================= ============== =================

Year Ended December 31, 2000
                                                 --------------------------------------------------------------------------------
8.32% Notes                                         Teekay
                                                     Teekay       Guarantor     Non-Guarantor                    Shipping Corp.
                                                 Shipping Corp.  Subsidiaries    Subsidiaries    Eliminations    & Subsidiaries
                                                       $              $               $                $               $
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from operating activities           (19,407)      25,048          327,614                 -        333,255
                                                 --------------- ------------- ----------------- -------------- -----------------

FINANCING ACTIVITIES
Net proceeds from long-term debt                             -            -          206,000                 -        206,000
Scheduled repayments of long-term debt                       -            -          (63,757)                -        (63,757)
Prepayments of long-term debt                          (35,726)           -         (394,200)                -       (429,926)
Other                                                   55,217      (63,293)           2,916                 -         (5,160)
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from financing activities            19,491      (63,293)        (249,041)                -       (292,843)
                                                 --------------- ------------- ----------------- -------------- -----------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment                       -       (1,407)         (54,046)                -        (55,453)
Proceeds from disposition of assets                          -            -            9,713                 -          9,713
Acquisition costs related to purchase of
Bona Shipholding Ltd.                                        -            -           (2,685)                -         (2,685)
Other                                                        -            -          (31,014)                -        (31,014)
                                                 --------------- ------------- ----------------- -------------- -----------------
     Net cash flow from investing activities                 -       (1,407)         (78,032)                -        (79,439)
                                                 --------------- ------------- ----------------- -------------- -----------------
Increase (decrease) in cash and cash equivalents            84      (39,652)             541                 -        (39,027)
Cash and cash equivalents, beginning of the year           210       39,652          180,465                 -        220,327
                                                 --------------- ------------- ----------------- -------------- -----------------
Cash and cash equivalents, end of the year                 294            -          181,006                 -        181,300
                                                 =============== ============= ================= ============== =================
___________________
(See Note 6)



EXHIBIT 12.1



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002



In connection with Amendment No. 1 to
the Annual Report of Teekay Shipping Corporation (the
Company) on Form 20-F for the year ended
December 31, 2002 as filed with the Securities and Exchange Commission on the date
hereof (the Form 20-F), I, Bjorn Moller, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
§906 of the Sarbanes-Oxley Act of 2002, that:


     (1)    
          Amendment No. 1 to the Form 20-F fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
          and


     (2)    
          The information contained in Amendment No. 1 to the Form 20-F fairly presents,
          in all material respects, the financial condition and results of operations of
          the Company.



Dated: July 28, 2004

By: /s/ Bjorn Moller 
Bjorn Moller
President and Chief Executive Officer


EXHIBIT 12.2



CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002



In connection with Amendment No. 1 to
the Annual Report of Teekay Shipping Corporation (the
Company) on Form 20-F for the year ended
December 31, 2002 as filed with the Securities and Exchange Commission on the date
hereof (the Form 20-F), I, Peter Evensen, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to
§906 of the Sarbanes-Oxley Act of 2002, that:


     (1)    
          Amendment No. 1 to the Form 20-F fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
          and


     (2)    
          The information contained in Amendment No. 1 to the Form 20-F fairly presents,
          in all material respects, the financial condition and results of operations of
          the Company.



Dated: July 28, 2004


By: /s/ Peter Evensen 
Peter Evensen 
Executive Vice President and Chief Financial Officer

EXHIBIT 13.1



CERTIFICATION



I, Bjorn Moller, Chief Executive
Officer of the company, certify that:


     1.
                    I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F of Teekay
          Shipping Corporation;2.
                    Based on my knowledge, this 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 report;3.
                    Based on my knowledge, the financial statements, and other financial information
                    included in this report, fairly present in all material respects the financial
                    condition, results of operations and cash flows of the company as of, and for,
                    the periods presented in this report;4.
                    The companys other certifying officer and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:a)
               Designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the company, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;b)
               Evaluated the effectiveness of the companys disclosure controls and
               procedures and presented in the report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; andc)
               Disclosed in this report any changes in the companys internal control over
               financial reporting that occurred during the period covered by this report that
               has materially affected, or is reasonably likely to materially affect, the
               companys internal control over financial reporting;5.
                    The companys other certifying officer and I have disclosed, based on our
                    most recent evaluation of internal control over financial reporting, to the
                    companys auditors and the audit committee of the companys board of
                    directors (or persons performing the equivalent function):a)
               all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversly affect the companys ability to record, process, summarize and
               report financial information; andb)
               any fraud, whether or not material, that involves management or other employees
               who have a significant role in the companys internal controls over
               financial reporting.Date: July 28, 2004

By:  /s/ Bjorn Moller 
            Bjorn Moller
            President and Chief Executive Officer
EXHIBIT 13.2



CERTIFICATION



I, Peter Evensen, Executive Vice
President and Chief Financial Officer of the company, certify that:


1.
                    I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F of Teekay
          Shipping Corporation;2.
                    Based on my knowledge, this 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 report;3.
                    Based on my knowledge, the financial statements, and other financial information
                    included in this report, fairly present in all material respects the financial
                    condition, results of operations and cash flows of the company as of, and for,
                    the periods presented in this report;4.
                    The companys other certifying officer and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:a)
               Designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the company, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;b)
               Evaluated the effectiveness of the companys disclosure controls and
               procedures and presented in the report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; andc)
               Disclosed in this report any changes in the companys internal control over
               financial reporting that occurred during the period covered by this report that
               has materially affected, or is reasonably likely to materially affect, the
               companys internal control over financial reporting;5.
                    The companys other certifying officer and I have disclosed, based on our
                    most recent evaluation of internal control over financial reporting, to the
                    companys auditors and the audit committee of the companys board of
                    directors (or persons performing the equivalent function):a)
               all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversly affect the companys ability to record, process, summarize and
               report financial information; andb)
               any fraud, whether or not material, that involves management or other employees
               who have a significant role in the companys internal controls over
               financial reporting; andDate: July 28, 2004

By:  /s/ Peter Evensen 
            Peter Evensen
            Executive Vice President and Chief Financial Officer
EXHIBIT 15.1



CONSENT OF INDEPENDENT
CHARTERED ACCOUNTANTS



We consent to the incorporation by
reference in the Registration Statement (Form S-8 No. 333-42434) pertaining to the Amended
1995 Stock Option Plan of Teekay Shipping Corporation (Teekay), in the
Registration Statement (Form F-3 No. 333-102594) and in the related Prospectus of Teekay
for the registration of up to $500,000,000 of its common stock, preferred stock, warrants,
stock purchase contracts, stock purchase units or debt securities and in the Registration
Statement (Form F-3 No. 33-97746) and related prospectus of Teekay for the registration of
2,000,000 shares of Teekay common stock under its Dividend Reinvestment Plan of our report
dated February 13, 2003 (except for Note 15(b) which is as of February 19, 2003), with
respect to the consolidated financial statements and the financial schedule listed in
Index: Item 18 of Teekay and its subsidiaries included in this Amendment No. 1 to the
Annual Report (Form 20-F) for the year ended December 31, 2002.

Vancouver, Canada
April 22, 2004

/s/ ERNST & YOUNG LLP
Chartered Accountants
EXHIBIT 15.2



CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by
reference in the Registration Statement (Form S-8 No. 333-42434) pertaining to the Amended
1995 Stock Option Plan of Teekay Shipping Corporation (Teekay), in the
Registration Statement (Form F-3 No. 333-102594) and in the related Prospectus of Teekay
for the registration of up to $500,000,000 of its common stock, preferred stock, warrants,
stock purchase contracts, stock purchase units or debt securities and in the Registration
Statement (Form F-3 No. 33-97746) and related prospectus of Teekay for the registration of
2,000,000 shares of Teekay common stock under its Dividend Reinvestment Plan of our report
dated May 22, 2002, included in this Amendment No. 1 to Annual Report (Form 20-F) for
the year ended December 31, 2002 with respect to the annual financial statements of Ugland
Nordic Shipping ASA for the year ended December 31, 2001.


Deloitte & Touche
Alf-Anton Eid (signed)
State Authorized Public Accountant (Norway)
April 4, 2004