The growth in sea shipping trade of containerized cargo has surpassed the growth in world trade generally and world economic growth due to the introduction of the container during the 1950s, and the volumes of containerized cargo are still growing rapidly. Most of the ports located in the Hamburg-Le Havre range are fighting for the vastly mounting amounts of containerized cargo. Short of seaport/terminal capacity for supporting the increasing container throughput to the hinterlands is under great pressure both on the short-term and long-term competition between the seaports, with respect to future growth. Several studies have been done according to port competition in Hamburg- Le Havre (HLH) region, for example, in the report ‘Dynamic Port Planning under Competition’ by W.A. Gerrits, a port competition theory and model according to maritime economic has been established to find out the key factors affect the competitiveness for both Rotterdam Port and Antwerp Port. In S. Minderhoud’s report ‘Model Competition for Container Linear Services between the Ports of Rotterdam and Antwerp’, similarly a completion model is built and some strategic suggestions on the policy side are given out. But both of these studies focus on the maritime side or look upon the hinterland part quite generally by applying a cost model. In this research also competition model is built up but having two models base on the transport cost and transport time respectively, and this study is mainly fasten on and go to detail the inland shipping side. The overall objective of this thesis is to build a competition model for inland shipping between the Ports of Rotterdam and Antwerp, and analysis the effects of each model component with the model outputs, and then think it over how to improve Rotterdam or Antwerp’s competitiveness (i.e. market share) on inland shipping market. This model can also be used for policy makers to verify the correctness and effectiveness of decision-makings in regards to port or route strategies. The new model can be implemented to estimate container throughputs on each route in the specific study area and market share as regards the attractiveness for ports of Rotterdam and Antwerp, both on the outgoing and incoming sides. When considering either the travel time or the travel cost on each route for a container, not only the time or costs elements on the inland side need to be included, but also consider some key elements with respect to the maritime seaports conditions. Different outputs can be analyzed in terms of changing some elements to reveal their impacts. Then the relative measures and strategies base on the sensitivity analysis can be planed for improving the market share for either of the two seaports in particular. For building models the methodology of ‘discrete choice model’ is used to model the containers assignment: the shipping companies choose the logistic chain and the associated port based on the utility on each chain. A main variable for the time utility is the generalized transport time and for the cost utility is the generalized transport cost on the specific route. In the time model, the following input elements are included: access time, sea vessel handling time, seaport dwelling time, inland barge handling time, free on-route transport time, locking time. The composing components of cost model, including the access cost, handling costs, seaport time costs (vessel handling, seaport dwelling time), on-route transport cost (incl. labor cost, materials cost, maintenance cost and fuel cost). In the scenarios study, four scenarios are formed, port expansion (scenario 1) and Albert canal improvement (scenario 4) are policy driven measures that are already under execution or under planning, port crane improvement (scenario 2) and using more large barges (scenario 3) are two scenarios base on trends that is going on right now and maintain this trends in the near future. Under each scenario, mostly three options are studied and compared like the ‘What If’ approach. For example, in scenario 1, option 1 will analysis the effects of expansion project Maasvlakte II at Rotterdam port and Antwerp does not expand, Rotterdam will gain more inland shipping market share (and option 2 is a situation Antwerp expands only), however, in option 3 if Antwerp port also does the port expansion with similar size or more, then what is the new balance is analyzed and compared with the current situation. In the end, the conclusions of the research and the limitations of research scope, model (data) and scenarios study are explained. And topics and improvements recommended for further potential studies in the field of inland shipping modeling are concluded as below, - To be a more extensive scope and more systematic study. More seaports and inland ports in the HLH range could be included and modeled, and further studies may also take the other transit goods (i.e. bulk, box) in to consideration. - Models to be more concise and better meeting with the real situation. More components like port dues, barge waiting time at seaport that would contribute to the total cost and time could be also included. Besides, more accurate data are required, especially for barge category compositions on each route, and also try to contain the smaller barges like categories I, II and III. Furthermore, using more recent years of throughputs on the four routes is advised. All these improvements can make the model more reliable trustworthiness. - In the scenarios study, due to the time limitation for this research, actually more measures or combinations of measures could be compared and looked into detail.