6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2004

Commission File Number 001-3136

TSAKOS ENERGY NAVIGATION LIMITED

(Translation of registrant’s name into English)

367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .

This document contains 12 pages. The exhibit index is located on page 2.

EXHIBIT INDEX

99.1	Selected Consolidated Financial and Other Data (Unaudited) for the three months ended March 31, 2004.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 19, 2004

TSAKOS ENERGY NAVIGATION LIMITED
By:	/s/ Nikolas P. Tsakos
	Nikolas P. Tsakos
	President

EX-99.1

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

MARCH 31, 2004 and DECEMBER 31, 2003

(Expressed in thousands of U.S. Dollars - except per share data)

	March 31, 2004			December 31, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	79,491		86,813
Receivables-
Trade accounts receivable, net		10,970		13,401
Insurance claims		2,580		2,749
Due from related companies		5,454		3,836
Advances and other		4,420		5,586
		23,424		25,572
Inventories		3,953		3,381
Prepaid insurance and other		2,620		1,205
Total current assets		109,488		116,971
FIXED ASSETS:
Advances for vessels under construction and acquisitions		65,539		33,420
Vessels		852,550		800,870
Accumulated depreciation		(154,900	)	(146,208	)
Vessels’ Net Book Value		697,650		654,662
Total fixed assets		763,189		688,082
DEFERRED CHARGES, net		18,554		20,454
Total assets	$	891,231		825,507
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	46,219		41,602
Accounts payable-
Trade		17,475		15,609
Due to related companies		1,174		3,326
Other		10,118		1,825
		28,767		20,760
Accrued liabilities		7,531		6,112
Accrued bank interest		2,417		2,276
Financial instruments - Fair value		8,030		5,097
Unearned revenue		4,042		3,611
Deferred income, current portion		4,005		4,005
Total current liabilities		101,011		83,463
LONG-TERM DEBT, net of current portion		438,263		411,018
DEFERRED INCOME, net of current portion		15,451		16,457
STOCKHOLDERS’ EQUITY:
Common stock, $ 1.00 par value; 40,000,000 shares authorized at March 31, 2004 and December 31, 2003 ; 17,261,006 and 17,151,623 issued and outstanding at March 31, 2004 and December 31, 2003, respectively.		17,261		17,152
Additional paid-in capital		204,798		203,631
Other comprehensive income/(loss)		(5,528	)	(1,431	)
Retained earnings		119,975		95,217
Total stockholders’ equity		336,506		314,569
Total liabilities and stockholders’ equity	$	891,231		825,507

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Expressed in thousands of U.S. Dollars - except per share data)

	Three months ended March 31,
	2004			2003
REVENUES:
Revenue from vessels	$	83,023		$	58,238
Commissions		(3,499	)		(2,559	)
Revenue from vessels, net		79,524			55,679
EXPENSES:
Voyage expenses		17,016			14,145
Vessel operating expenses		13,667			9,986
Depreciation		8,692			7,439
Amortization of deferred charges		2,374			1,743
Provision for doubtful receivables		244			—
Management fees		1,245			1,005
General and administrative expenses		570			439
Operating income		35,715			20,922
OTHER INCOME (EXPENSES):
Interest and finance costs, net		(3,154	)		(3,012	)
Interest Income		81			94
Foreign currency losses		(45	)		(92	)
Share of profits of joint venture		—			364
Amortization of deferred gain on sale of vessels		792			—
Other, net		—			(201	)
Total other income (expenses), net		(2,326	)		(2,847	)
Net Income	$	33,389		$	18,075
Earnings per share, basic	$	1.94		$	1.06
Earnings per share, diluted	$	1.93		$	1.06
Weighted average number of shares, basic		17,195,173			17,007,612
Weighted average number of shares, diluted		17,272,003			17,086,381

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND THREE MONTHS ENDED MARCH 31, 2004

(Expressed in thousands of U.S. Dollars - except per share data)

	Comprehensive Income (Loss)			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)Income			Total Stock- Holders’ Equity
BALANCE, January 1, 2001				$	9,629		$	108,603		$	52,836		$	—			171,068
Net income		3,894									3,894						3,894
-        Issuance of common stock					7,350			102,900									110,250
-        Expenses related to the issuance of common stock								(9,868	)								(9,868	)
-        Issuance of common stock on acquisition of shares in LauriTen Ltd.					217			3,033									3,250
-        Repurchase and cancellation of common stock ( 172,800 shares)					(173	)		(1,806	)								(1,979	)
-        Cash dividends declared and paid											(8,542	)					(8,542	)
-        Fair value of financial instruments		(629	)											(629	)		(629	)
Comprehensive income	$	3,265
BALANCE, December 31, 2002				$	17,023		$	202,862		$	48,188		$	(629	)	$	267,444
Net income		59,052									59,052						59,052
-        Exercise of stock options					269			2,421									2,690
-        Repurchase and cancellation of common stock ( 140,100 shares)					(140	)		(1,652	)								(1,792	)
-        Cash dividends declared and paid ($ 0.70 per share)											(12,023	)					(12,023	)
-        Fair value of financial instruments		(802	)											(802	)		(802	)
Comprehensive income	$	58,250
BALANCE, December 31, 2003				$	17,152		$	203,631		$	95,217		$	(1,431	)	$	314,569
Net income		33,389			—			—			33,389						33,389
-        Exercise of stock options					109			1,167									1,276
-        Dividends declared											(8,631	)					(8,631	)
-        Fair value of financial instruments		(4,097	)											(4,097	)		(4,097	)
Comprehensive income	$	29,292
BALANCE, March 31, 2004				$	17,261			204,798			119,975			(5,528	)		336,506

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

(FORMERLY MIF LIMITED AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Expressed in thousands of U.S. Dollars)

	Three months ended March 31,
	2004			2003
Cash Flows from Operating Activities:
Net income	$	33,389		$	18,076
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		8,692			7,439
Amortization of deferred costs		2,374			1,743
Amortization of loan fees		91			81
Amortization of deferred income		(1,006	)		(210	)
Change in fair value of interest rate swaps		(1,164	)		(1,518	)
Share of profits in joint venture		—			(364	)
Payments for dry-docking		(396	)		(4,892	)
(Increase) Decrease in:
Receivables		2,148			(6,194	)
Inventories		(572	)		(2,961	)
Prepayments and other		(1,415	)		157
Increase (Decrease) in:
Accounts payable		(624	)		6,915
Accrued liabilities		1,560			(698	)
Unearned revenue		431			223
Net Cash from Operating Activities		43,507			17,797
Cash Flows from Investing Activities:
Advances for vessels under construction		(37,270	)		(3,708	)
Vessel acquisitions and/or improvements		(46,529	)		(89,728	)
Payments for investments in joint venture		—			(13	)
Net Cash used in Investing Activities		(83,799	)		(93,449	)
Cash Flows from Financing Activities:
Proceeds from long-term debt		40,000			82,360
Exercise of stock options		1,276			—
Financing costs		(169	)		(524	)
Payments of long-term debt		(8,137	)		(2,474	)
Repurchase and cancellation of common stock		—			(364	)
Net Cash from Financing Activities		32,970			78,998
Net increase in cash and cash equivalents		(7,322	)		3,346
Cash and cash equivalents at beginning of period		86,813			39,674
Cash and cash equivalents at end of period	$	79,491		$	43,020

EX-99.2

Exhibit 99.2

TSAKOS ENERGY NAVIGATION LIMITED

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quarter ended March 31, 2004 versus quarter ended March 31, 2003

Revenue from vessels, net. Net revenue from vessels (freight less brokerage commission) was $79.5 million during the quarter ended March 31, 2004 as compared to $55.7 million during the quarter ended March 31, 2003. The 42.8% increase was due partially to an increase in the number of vessels from an average of 23.6 vessels in the first quarter 2003 to an average of 27.7 vessels in the first quarter 2004, and partially from the continued improvement in the charter markets driven by a harsh U.S. winter, increased demand from the Far East, low U.S. inventories, continued passage difficulties in the Bosphorus and limited restrictions on the supply of oil despite OPEC’s attempts to restrict production.

The average time charter equivalent rate per vessel for the quarter was $30,029 per day compared to $24,695 for the previous year. All tanker categories achieved good rates as follows: (First quarter 2003 average TCE rates shown in parentheses) - VLCCs earned an average $52,818 ($35,500), Suezmaxes $27,315 ($35,302), Aframaxes $34,092 ($23,106), Panamaxes $29,436 ($20,867), and Product Carriers $15,072 ($11,546). Suezmax rates were reduced because during the first quarter of 2003 three of the four new Suezmaxes were earning peak spot rates, while the same three vessels were earning time charter rates in 2004.

In January 2004, the VLCC La Madrina was acquired and immediately started a voyage charter at the exceptional rates then prevailing. In all, the vessel achieved an average TCE of $77,442 during the quarter, representing $5.9 million or approximately 7% of the total net revenue of the Company.

During the course of year 2003, six newly built vessels were delivered, four Panamaxes and two Aframaxes. The additional contribution to net revenue of these vessels to the first quarter 2004 over their contribution in 2003 was $14.8 million, nearly 19% of total net revenue.

Total productivity achieved by the fleet in the first quarter 2004 was 96.4% compared to 92.0% for the first quarter of 2003. Two Aframax vessels, the Tamyra and the Olympia, undertook significant dry dockings during this quarter. Tamyra lost 50 days in the quarter, undertaking its fourth special survey which continued into the second quarter. The Olympia, which is a chartered-in vessel, lost 30 days hire while proceeding to and undergoing its first special survey. In the same quarter last year, three vessels were at some stage undergoing survey related dry docking repairs.

Commissions. Commissions were $3.5 million, or 4.2% of revenue from vessels, during the quarter ended March 31, 2004, compared to $2.6 million, which was 4.4% of revenue from vessels, for the quarter ended March 31, 2003. The decrease in percentage was due to the termination of one charter on which brokerage fees were higher than average, and to the increased employment of vessels in pool operations under which direct commission payable is lower.

Voyage expenses. Voyage expenses include costs that are directly related to a voyage, such as port charges, canal dues and bunker (fuel) costs. They are borne by the Company in the case of spot market single voyages or for voyages under contracts of affreightment. Otherwise, in the case of time and bare-boat charters they are borne by the charterer. For vessels trading under a pool arrangement, allocation of revenue to pool members is determined after accounting for total

voyage expenses by the pool managers. Voyage expenses were $17.0 million during the quarter ended March 31, 2004, compared to $14.1 million during the first quarter of the prior year, a 20.3% increase. However, total operating days on spot charter and contract of affreightment actually decreased from 1,021 days in the first quarter of 2003 to 933 days in the first quarter of 2004, a 9% decrease. Bunker prices were also approximately 12% lower than during the previous year’s period.

The increase is due, therefore, primarily to the impact of charter-in rates on the two Suezmaxes that were sold and leased back as the Cape Baker and Cape Balboa in the fourth quarter of 2003. Charter-in freight is accounted for as a voyage expense. The cost of chartering in the two Suezmaxes amounted to $4.1 million in the first quarter, 2004. In the previous year’s quarter, there was a $1.0 million cost of chartering in the product carrier Capella, which was released in September 2003.

Vessel operating expenses. Vessel operating expenses include crew costs, maintenance repairs and spares, stores, lubricants, insurance and sundry expenses such as tonnage tax, registration fees, and communications costs. They are borne by the Company for all vessels of the fleet except for the one vessel on bare-boat charter, and the three vessels which are chartered-in (Cape Baker, Cape Balboa and Olympia). Total vessels’ operating expenses were $13.7 million during the quarter ended March 31, 2004 as compared to $10.0 million during quarter ended March 31, 2003, an increase of 36.9%. This is mainly a result of an increase in operating days of approximately 503 days, or 28%, over the previous year, in vessels bearing operating expenses, which is equivalent to almost 5.5 vessels.

Vessel operating expenses per ship per day for the fleet increased from $5,383 for the quarter ended March 31, 2003 to $6,263 for the quarter ended March 31, 2004, a 16% increase. Against the average of $5,946 for the year 2003, the current operating expense per day represents an increase of 5%, but against the $6,642 incurred in the preceding quarter, there was in fact a 6% decrease. For the most part, the increase is due to the fall in value of the dollar against the Euro over the year. Approximately 25% of the Company’s operating expenses are in Euro, mainly in respect to Greek officers on the vessels. Increased insurance costs and extra repairs and spares, and the addition of a VLCC to the fleet also contributed to increased running costs.

Depreciation. Depreciation was $8.7 million during the quarter ended March 31, 2004 compared to $7.4 million during the quarter ended March 31, 2003, an increase of 16.8%, and due primarily to the addition of seven new vessels between the middle of the first quarter of 2003 to the middle of the first quarter 2004. This was set off by the sale of the aforementioned Suezmaxes in the fourth quarter 2003, which are now operating as chartered-in vessels.

Amortization of deferred charges. We amortize the cost of drydocking and special surveys over the period to the next special survey and this amortization is included as part of the normal costs we incur in connection with the operation of our vessels. During the quarter ended March 31, 2004, amortization of deferred drydocking charges was $2.4 million as compared to $1.7 million during the quarter ended March 31, 2003, an increase of 36.2 %, due to the major new dry dock work in the two year period since January 1, 2002.

Provision for doubtful receivables. There is a dispute with a charterer for an amount of $0.2 million accounted for as revenue. Although management continues its efforts to recover this amount, it has been provided for as a doubtful debt.

Management fees. The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. Since January 1, 2002 all vessels (excluding temporarily chartered-in vessels) bear a management fee of $15,000 per month, of which $10,000 per month is payable to Tsakos Shipping and Trading S.A. for the technical management of the fleet. Management believes this to be a very competitive fee to pay for such services. The remaining $5,000 per vessel is retained by Tsakos Energy Management to cover the running costs associated with the administration of Tsakos Energy Navigation Ltd. Management fees totaled $1.2 million during the quarter ended March 31, 2004, compared to $1.0 million for the quarter ended March 31, 2003, an increase of 23.9%, commensurate with the increase in available days provided by the newly acquired vessels to the fleet.

General and administrative expenses. G&A expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors’ liability insurance, and travel-related expenses. General and administrative expenses were $0.6 million during the quarter ended March 31, 2004 compared to $0.4 million during the previous year quarter 2003, an increase of 29.8 % primarily due to additional expenditures relating to investor relations and the significant new requirements for legal and audit services as a result of new regulations for public companies. The sum of these expenses, together with the management fees payable to Tsakos Energy Management Ltd., represents the overheads of the Company. On a per vessel basis, daily overhead costs were $720 for Quarter 1, 2004 compared to the average $734 for the year 2003.

Operating income. As a result of the reasons stated above, income from vessel operations was $35.7 million during the quarter ended March 31, 2004 versus $20.9 million during the quarter ended March 31, 2003, representing a 70.7% increase.

Interest and finance costs. Interest and finance costs remained fairly constant at $3.2 million for the quarter ended March 31, 2004 and compared to $3.0 million for the quarter ended March 31, 2003. Actual loan interest rose from $2.9 million to $3.0 million, a 3.4% increase. Although total average bank loans were approximately $475.5 million for Quarter 1, 2004 compared to $432.0 million for the previous year’s quarter, an increase of 10%, the average interest rate for the current quarter borne on the Company’s loans was approximately 2.31 % compared to 2.62% for the first quarter of 2003. The actual interest payable on the non-hedging swaps amounted to $1.9 million in the first quarter of 2004 compared to $2.1 million in the first quarter of 2003, the decrease being mainly due to the expiry of two of the four non-hedging swaps during the course of 2003 and the reduced life of the remaining two non-hedging swaps.

There was a positive movement of $1.4 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the first quarter of 2003, which is accounted for through the income statement and is included in Interest and finance costs, compared to a positive movement of $1.5 million in the first quarter of 2003.

Capitalized interest in the first quarter of 2004 was $0.4 million compared to $0.3 million in the previous year, due to the extra number of vessels under construction during the past year, offset by the modest decrease in average interest rates.

Interest income. Interest income was $0.1 million during the first quarter of 2004 and $0.1 million during the quarter ended March 31, 2003, despite much higher average bank deposits, because of lower time deposit interest rates in 2004 compared to 2003.

Foreign exchange losses. There were foreign exchange losses of approximately $0.1 million in both the first quarter of 2004 and 2003, due to the devaluation of the U.S. dollar compared to the Euro.

Share of profits of joint venture. The joint venture LauriTen Ltd. was terminated in August 2003. The share of net income due to TEN Ltd. from the joint venture for the quarter ended March 31, 2003 was $0.4 million.

Gain on the sale of vessels. The Company sold two Suezmaxes in a sale and leaseback transaction in Quarter 4, 2003. The total gain of $15.8 million has been deferred and is being amortized over the five year minimum charter period. The amortization of this gain amounted to $0.8 million for the first quarter of 2004.

Other, net. There were no other costs or income in the period. For the first quarter of 2003, the Company incurred non-recurring charges amounting to $0.2 million relating to the investigation of companies for possible acquisition purposes.

As a result of the foregoing, net income for the quarter ended March 31, 2004 was $33.4 million, or $ 1.94 per share, basic, versus $1.06 per share, basic, during the quarter ended March 31, 2003, an increase of 83.0%.