For the quarterly period endedSeptember 30, 2005

OR

(   )       TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.

For the
      period from __________________
  to __________________

|                                                             |                       
|------------------------------------------------------------ | ----------------------
|                                                             | Commission File Number
|                                                             | 001-14135             
|                                                             |                       
|                                                            
|                                                             |                       
|OMI CORPORATION                                             
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|(Exact name of registrant as specified in its
      charter)
|                                                             |                       
|Marshall Islands                                             | 52-2098714            
|                                                             |                       
|(State or other jurisdiction                                 | (I.R.S. Employer      
|incorporation or organization)                               | Identification No.)   
|                                                            
|One Station Place, Stamford, CT                              | 06902                 
|                                                             |                       
|(Address of principal                                        | (Zip Code)            
|executive offices)                                           |                       

Registrant's telephone number, including area code  (203) 602-6700

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 and 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.

YES   X    NO
___

Indicateby check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

YES X    NO
___

Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of November 9, 2005:

Common Stock, par value $0.50
per share 74,082,391 shares

---



|OMI CORPORATION AND SUBSIDIARIES                                    
|--------------------------------------------------------------------
|INDEX                                                               
|                                                                    
|PART I: 
        FINANCIAL INFORMATION                              
|                                                                    
|Item 1 - Financial Statements                                       
|                                                                    
|Condensed Consolidated Statements of                                
|Income (unaudited) for the three and nine months                    
|ended September 30, 2005 and 2004                                   
|                                                                    
|Condensed Consolidated Balance Sheets (unaudited) as of             
|September 30, 2005 and December 31, 2004                            
|                                                                    
|Condensed Consolidated Statement of Changes in                      
|Stockholders' Equity (unaudited) for the nine                       
|months ended September 30, 2005                                     
|                                                                    
|Condensed Consolidated Statements of Cash Flows (unaudited)         
|for the nine months ended September 30, 2005 and 2004               
|                                                                    
|Notes to Condensed Consolidated Financial                           
|Statements (unaudited)                                              
|                                                                    
|Item 2 - Management's Discussion and Analysis of                    
|Results of Operations and Financial Condition                       
|                                                                    
|Item 3 - Quantitative and Qualitative Disclosures about             
|Market Risks                                                        
|                                                                    
|Item 4 - Controls and Procedures                                    
|                                                                    
|PART II: 
        OTHER INFORMATION                                 
|                                                                    
|Item 1 - Legal Proceedings                                          
|                                                                    
|Item 2 - Changes in Securities and Use of Proceeds                  
|                                                                    
|Item 3 - Defaults upon Senior Securities                            
|                                                                    
|Item 4  Submission of Matters to a Vote of
        Security Holders
|                                                                    
|Item 5 - Other Information                                          
|                                                                    
|Item 6 - Exhibits                                                   
|                                                                    
|SIGNATURES                                                          

2

---



PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

OMI CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME(IN THOUSANDS, EXCEPT PER SHARE DATA) 
(UNAUDITED)

|                                     |      | FOR THE THREE |      |   | FOR THE NINE  |  
|------------------------------------ | ---- | ------------- | ---- | - | ------------- | -
|                                     |      | MONTHS ENDED  |      |   | MONTHS ENDED  |  
|                                     |      | SEPTEMBER 30, |      |   | SEPTEMBER 30, |  
|                                     | 2005 |               | 2004 |   | 2005          |  
|                                     |      |               |      |   |               |  
|                                    
|Revenue                              | $    | 143,204       |      | $ | 129,410       |  
|                                     |      |               |      |   |               |  
|Operating Expenses:                  |      |               |      |   |               |  
|Voyage expense                       |      | 33,185        |      |   | 21,082        |  
|Vessel expense                       |      | 21,694        |      |   | 15,523        |  
|Charter hire expense                 |      | 15,495        |      |   | 12,620        |  
|Depreciation and amortization        |      | 17,623        |      |   | 14,226        |  
|General and administrative           |      | 7,618         |      |   | 5,891         |  
|Loss (gain) on disposal of vessels   |      |              |      |   | 1,060         |  
|                                     |      |               |      |   |               |  
|Total operating expenses             |      | 95,615        |      |   | 70,402        |  
|                                     |      |               |      |   |               |  
|                                    
|Operating Income                     |      | 47,589        |      |   | 59,008        |  
|                                     |      |               |      |   |               |  
|                                    
|Other (Expense) Income:              |      |               |      |   |               |  
|Loss on investment                   |      |              |      |   |              |  
|Interest expense                     |      | (11,043       | )    |   | (8,857        | )
|Interest income                      |      | 322           |      |   | 313           |  
|Other                                |      | 2,743         |      |   |              |  
|                                     |      |               |      |   |               |  
|Net Other Expense                    |      | (7,978        | )    |   | (8,544        | )
|                                     |      |               |      |   |               |  
|                                     |      |               |      |   |               |  
|Net Income                           | $    | 39,611        |      | $ | 50,464        |  
|                                     |      |               |      |   |               |  
|Basic Earnings Per Common Share      | $    | 0.49          |      | $ | 0.55          |  
|                                    
|Diluted Earnings Per Common Share    | $    | 0.49          |      | $ | 0.55          |  
|                                    
|Weighted Average Shares Outstanding: |      |               |      |   |               |  
|Basic                                |      | 81,405        |      |   | 91,884        |  
|Diluted                              |      | 81,468        |      |   | 91,997        |  
|                                    
|Cash Dividends Declared Per Share    | $    | 0.08          |      | $ | 0.05          |  

See notes to condensed consolidated financial statements.

3

---



|OMI CORPORATION AND SUBSIDIARIES                         
|---------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                    
|(IN THOUSANDS)                                           
|(UNAUDITED)                                              
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|ASSETS                                                   
|Current Assets:                                          
|Cash, including cash equivalents:                        
|2005-$19,856; 2004-$10,120                               
|                                                         
|Receivables:                                             
|Traffic receivables, net of allowance for                
|doubtful accounts: 2005-$4,773;                          
|2004-$4,183                                              
|Other                                                    
|Other prepaid expenses and current assets                
|Vessels held for sale                                    
|                                                         
|Total Current Assets                                     
|                                                         
|                                                         
|Vessels and other property, at cost                      
|Construction in progress                                 
|                                                         
|Total vessels and other property                         
|Less accumulated depreciation                            
|                                                         
|Vessels and other property-net                           
|                                                         
|Drydock costs-net of amortization                        
|Other assets and deferred charges                        
|                                                         
|Total Assets                                             
|                                                         
|                                                         
|LIABILITIES AND STOCKHOLDERS EQUITY                     
|Current Liabilities:                                     
|Current portion of long-term debt                        
|Accounts payable                                         
|Accrued vessel and voyage                                
|Accrued interest                                         
|Other accrued expenses                                   
|Charter hire payable                                     
|Other current liabilities                                
|                                                         
|Total Current Liabilities                                
|                                                         
|Long-term debt                                           
|Other liabilities                                        
|                                                         
|Stockholders equity                                     
|                                                         
|Total Liabilities and Stockholders Equity               
|                                                         
|                                                         
|                                                         
|                                                         
|See notes to condensed consolidated financial statements.

4

---



OMICORPORATIONANDSUBSIDIARIESCONDENSEDCONSOLIDATEDSTATEMENTOFCHANGESINSTOCKHOLDERSEQUITYFOR
THE NINEMONTHSENDEDSEPTEMBER30, 2005(INTHOUSANDS)(UNAUDITED)

|                                 |              |   |         |        |          |   |            |   |               |         |               | Unearned     |               | Accumulated |        |       |   |   |          |  
|-------------------------------- | ------------ | - | ------- | ------ | -------- | - | ---------- | - | ------------- | ------- | ------------- | ------------ | ------------- | ----------- | ------ | ----- | - | - | -------- | -
|                                 |              |   |         |        |          |   |            |   |               |         |               | Compensation |               | Other       |        | Total |   |   |         
|                                 | Common Stock |   | Capital |        | Retained |   | Restricted |   | Comprehensive |         | Stockholders |              | Comprehensive
|                                 | Shares       |   | Amount  |        | Surplus  |   | Earnings   |   | Stock         |         | (Loss) Income |              | Equity        |             | Income
|                                 |              |   |         |        |          |   |            |   |               |         |               |              |               |             |       
|Balance at January 1, 2005       | 85,630       |   | $       | 42,815 |          | $ | 340,147    |   | $             | 391,476 |               | $            | (6,851        | )           | $      | (185  | ) | $ | 767,402  |  
|                                
|Comprehensive income:            |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|Net income                       |              |   |         |        |          |   |            |   |               | 162,528 |               |              |               |             |        |       |   |   | 162,528  |  
|Other comprehensive income:      |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|Net unrealized gain on           |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|derivatives                      |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        | 2,432 |   |   | 2,432    |  
|                                 |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|Total comprehensive income       |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|                                 |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|                                
|Dividends on common stock        |              |   |         |        |          |   |            |   |               | (19,870 | )             |              |               |             |        |       |   |   | (19,870  | )
|Exercise of stock options        | 99           |   |         | 49     |          |   | 486        |   |               |         |               |              |               |             |        |       |   |   | 535      |  
|Purchase and retirement of       |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|common stock                     | (7,742       | ) |         | (3,871 | )        |   | (135,138   | ) |               |         |               |              |               |             |        |       |   |   | (139,009 | )
|Issuance of restricted stock     |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|awards                           | 602          |   |         | 301    |          |   | 11,144     |   |               |         |               |              | (11,445       | )           |        |       |   |   | -        |  
|Amortization of restricted stock |              |   |         |        |          |   |            |   |               |         |               |              |               |             |        |       |   |   |          |  
|awards                           |              |   |         |        |          |   |            |   |               |         |               |              | 2,780         |             |        |       |   |   | 2,780    |  
|                                 |              |   |         |        |          |   |            |   |               |         |               |              |               |             |       
|Balance at September 30, 2005    | 78,589       |   | $       | 39,294 |          | $ | 216,639    |   | $             | 534,134 |               | $            | (15,516       | )           | $      | 2,247 |   | $ | 776,798  |  
|                                 |              |   |         |        |          |   |            |   |               |         |               |              |               |             |       

See notes tocondensedconsolidatedfinancialstatements.

5

---



|OMI CORPORATION AND SUBSIDIARIES                    
|----------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|(IN THOUSANDS)                                      
|(UNAUDITED)                                         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:        
|Net income                                          
|Adjustments to reconcile net income to net cash     
|provided by operating activities:                   
|Depreciation and amortization of vessels and other  
|property                                            
|(Gain) loss on disposal of assets                   
|Loss on investment                                  
|Amortization of deferred gain on sale of vessels    
|Amortization of debt issue costs                    
|Amortization of restricted stock awards             
|Other                                               
|Changes in assets and liabilities:                  
|Decrease (increase)in receivables and other current 
|assets                                              
|Increase in accounts payable and accrued liabilities
|(Increase)decrease in other assets and deferred     
|charges                                             
|Decrease in other liabilities                       
|Other                                               
|                                                    
|Net cash provided by operating activities           
|                                                    
|CASH FLOWS USED BY INVESTING ACTIVITIES:            
|Additions to vessels and other property             
|Proceeds from disposition of vessels                
|Payments for drydocking                             
|Payments for investments                            
|Escrow of funds                                     
|Proceeds (payments) on a deposit in escrow          
|                                                    
|Net cash used by investing activities               
|                                                    
|CASH FLOWS USED BY FINANCING ACTIVITIES:            
|Proceeds from issuance of debt                      
|Payments on debt                                    
|Payments for debt issue costs                       
|Proceeds from issuance of common stock              
|Payments of dividends                               
|Payments for the purchase of common stock           
|                                                    
|Net cash (used) provided by financing activities    
|                                                    
|                                                    
|Net decrease in cash and cash equivalents           
|Cash and cash equivalents at beginning of year      
|                                                    
|Cash and cash equivalents at end of period          
|                                                    

See notes to condensed consolidated financial statements.

6

---



OMI CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note
  1 - Basis of Presentation and Summary of Significant Accounting Policies

OMI Corporation (OMI or the Company) is a leading seaborne transporter of crude oil and refined petroleum products operating in the international shipping markets.
The unaudited condensed consolidated interim financial statements of OMI are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the Securities and Exchange Commissions instructions
to Form 10-Q. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. The
condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The statements
of income for the three and nine months ended September 30, 2005, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2005.

The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions
have been eliminated in consolidation.

ReclassificationsCertain reclassifications have been made to
the condensed financial statements for the three and nine months ended September 30, 2004 for Revenues and Voyage expense to conform to the three and nine months ended September 30, 2005 presentation. Revenues, which
comprise voyage revenue, time charter revenue and Other revenue, and voyage expenses have increased by $1,682,000 and $4,477,000 for the three and nine months ended September 30, 2004, respectively, to reflect broker commissions paid by the
Company as a component of voyage expenses rather than as a reduction of voyage revenues. This reclassification has no impact on operating income or net income.

Application of Newly Issued Accounting StandardsIn December 2004, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)), as amended. This Statement requires companies to expense the estimated fair value of stock options
and similar equity instruments issued to employees. Currently, companies are required to calculate the estimated fair value of these share-based payments and can elect to either include the estimated cost in earnings or disclose the pro forma effect
in the footnotes to their financial statements. The fair value concepts were not changed significantly in FAS 123(R); however, in adopting this Standard, companies must choose among alternative valuation models and amortization assumptions. We do
not expect the adoption of SFAS 123(R) to have a material adverse impact on our net income and earnings per share.

On April 14, 2005 the U.S. Securities and Exchange Commission (the SEC) announced a deferral of the effective date of FAS 123(R) for calendar year companies until the beginning
of 2006 and this pronouncement will apply to all awards existing as of the adoption date, as well as those granted and modified after the adoption date.

7

---



Note 1 - Basis of Presentation and Summary of Significant Accounting Policies(continued)

Stock-Based CompensationThe Company currently sponsors stock option plans and restricted stock award plans.

During 2003, OMI adopted the fair value recognition provisions of SFAS 123, Accounting for Stock Based Compensation, as amended by SFAS 148, Accounting for Stock Based
Compensation-Transition and Disclosure to account prospectively for stock options issued after December 31, 2002. In accordance with the modified prospective method of adoption, results of prior years have not been restated. There were no
options granted in the three and nine months ended September 30, 2005 or 2004. Currently, all of the stock options previously issued have vested. No stock-based employee compensation expense for stock options was reflected in net income for the
three or nine months ended September 30, 2005 and 2004.

Note 2  Credit Facilities and Loan Agreements

As of September 30, 2005 the Companys debt and credit arrangements consisted of the following (in thousands):

|Term loans under bank mortgage agreements at a    |   |         | 
|------------------------------------------------- | - | ------- | 
|margin plus variable rates above the London       |   |         | 
|Interbank Offering Rate (LIBOR)(1),(2),(3)      | $ | 410,834 | 
|Reducing revolving facilities under bank mortgage |   |         | 
|agreements at a margin plus variable rates above  |   |         | 
|LIBOR(1),(2)                                      |   | 104,000 | 
|7.625% Unsecured Senior Notes due December 2013   |   | 200,000 | 
|2.875% Unsecured Convertible Senior Notes due     |   |         | 
|December 2024                                     |   | 186,250 | 
|                                                  |   |         | 
|Total                                             |   | 901,084 | 
|                                                 
|Less current portion of long-term debt-           |   |         | 
|Scheduled payments of debt                        |   | 34,471  | 
|                                                  |   |         | 
|Long-term debt                                    | $ | 866,613 | 
|                                                  |   |        

(1)Rates for the nine months ended September 30, 2005 ranged from 2.77 percent to 4.9875 percent (including margins). Rates for the nine months ended September
30, 2004 ranged from 1.97 percent to 3.625 percent (including margins).

(2)As of September 30, 2005, OMI had interest rate swaps for various loans with notional amounts aggregating $103,286,000 (not including $62,400,000
that begins in February 2006). The interest rate on these swaps range from 2.90 percent to 4.86 percent, and the maturity dates range from October 2005 to July 2009.

(3)In October 2005, two variable rate term loans, collateralized by three vessels, were amended and will be fixed rate loans for the next five years at which
time they will revert to floating rate loans. The fixed rate for one term loan with an outstanding balance aggregating $26,500,000 and maturing in October 2013 is 4.65 percent and the fixed rate for the other term loan with an outstanding
balance of $29,100,000 and maturing in August 2011 is 4.67 percent.

Reducing Revolving Credit Facilities

OMI Corporation has two reducing revolving credit facilities collateralized by vessels. On May 11, 2005, we amended and restated our $348,000,000 facility with an original due date of
July 27, 2006 and an available balance of $154,394,000 with a ten year $320,000,000 collateralized reducing revolving credit facility (the "$320 Facility").

8

---



Note 2  Credit Facilities and Loan Agreements (continued)

Additionally, we repaid a $24,000,000 term loan (seeTerm Loansbelow) on a vessel and included two new recently delivered product
carriers as collateral under the modified $320 Facility.Borrowings under the $320 Facility bear interest at LIBOR plus a margin of 0.675% . The scheduled semi-annual
reductions of $10,000,000 of the available amount under the $320 Facility are further reduced upon the disposal of a vessel pledged as collateral. As of September 30, 2005, the undrawn amount under the $320 Facility was $216,000,000
and outstanding borrowings were $104,000,000. During October 2005, we drew down an additional $100,000,000 on the $320 Facility.

During the nine months ended September 30, 2005, the Company made unscheduled payments aggregating $95,000,000 on our $375 Facility. As of September 30, 2005, the available and
undrawn amount under the $375 Facility was $363,750,000, with nothing being drawn under the facility. During the fourth quarter of 2005, as a result of the sale of the PECOS and SABINE (see Note 8) the available amount under this facility
was reduced by an aggregate of $65,320,000. The semi-annual reductions will also be reduced to $9,230,000 and the remaining balloon payment at maturity in November 2014 will be $132,290,000.

In May and July 2005, we drew down $22,956,000 and $23,002,000, respectively, on our $70.8 million term loan, relating to the acquisitions of the FOX and TEVERE, see Note 7.

During the nine months ended September 30, 2005, seven of our term loans were amended to reduce the margin above LIBOR to 0.675% and modify certain covenants (consistent with loans entered
into in 2005).  We also extended two term loans by four years each to 2013 and 2015.

During April 2005, we repaid a term loan with an original maturity date of April 2009, which had $22,350,000 outstanding.

2.875% Convertible Notes Due 2024

During the three and nine months ended September 30, 2005, the Company repurchased an aggregate of $38,250,000 and $63,750,000, respectively, of its 2.875% Convertible Notes issued in December 2004. At
September 30, 2005, other accrued expenses included $14,617,000 for an amount repurchased in September 2005, but settled in October 2005. We recorded a gain of $2,008,000 and $2,811,000 on the extinguishment of the convertible notes for
the three and nine months ended September 30, 2005, respectively, which is included in Other (Expense) Income on the Condensed Consolidated Statements of Income.

The conversion
ratio and conversion price on the 2.875% Convertible Notes are adjusted upon
the payment of cash dividends in excess of $0.28
per share per annum. In October 2005, the Company paid a dividend of $0.08
per share for a year to date total of $0.31 per share. As a result the conversion
ratio increased to 32.5895 shares for each $1,000 bond, and the conversion
price decreased to $30.68 per
share.

In the fourth quarter of 2005, we have repurchased an additional $41,494,000 of the Convertible Notes (as of November 4, 2005) and will recognize a gain on the extinguishment of
notes of approximately $1,861,000.

9

---



Note 2  Credit Facilities and Loan Agreements (continued)

All of our loan agreements contain restrictive covenants as to cash, maintenance of specified financial ratios, collateral values and other non-financial restrictions. As of September 30,
2005, we were in compliance with all covenants.

All derivatives are recognized on the Companys balance sheet at their fair values.  For accounting hedges, on the date the derivative contract is entered into the Company designates
the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge) or (2) a hedge of a forecasted transaction (cash flow hedge). The Company has entered
into forward freight agreements (FFAs). We use FFAs as economic hedges to the Company, but have not designated FFAs as hedges for accounting purposes, and, as such, changes in the fair value of FFAs are recorded to the Companys
statement of income each reporting period.  FFAs involve contracts to provide theoretical voyages at fixed rates. The FFA contracts settle based on the monthly Baltic Tanker Index (BITR).  The BITR average rates received in the spot
market are by cargo type and trade route for crude oil and refined petroleum products. The duration of a contract can be one month, quarterly or up to two years with open positions settling on a monthly basis. We have taken short positions in FFA
contracts as a hedge to reduce a portion of the Companys exposure to the spot charter market by creating synthetic time charters. We have also from time to time taken long positions, which have increased our exposure to the spot
market.

As of September 30, 2005, the Company had interest rate swaps to effectively convert a portion of its debt from a floating to a fixed-rate basis. The swaps are designated and qualify as
cash flow hedges. These swap contracts were effective hedges and therefore no ineffectiveness was recorded in the Condensed Consolidated Statements of Income.

As of September 30, 2005, we had various interest rate swaps aggregating $165,686,000 (which includes a notional amount of $62,400,000 for an interest rate swap that commences in
February 2006) on various debt tranches with a range of 2.9% to 4.86% expiring from October 2005 to August 2012. The Company pays fixed-rate interest amounts and receives floating-rate interest amounts based on three month LIBOR settings (for a term
equal to the swaps reset periods). As of September 30, 2005, the fair market value of the interest rate swaps resulted in an unrealized gain of $2,247,000 (an asset of $2,622,000 and a liability of $375,000). The gain was recorded
to Other comprehensive income.

At September 30, 2005, the FFAs had an aggregate notional value of $27,738,000, which is an aggregate of both long and short positions that extend to December 2005.

10

---



Note 3  Financial Instruments (continued)

The notional amount is based on a computation of the quantity of cargo (or freight) the contract specifies, the contract rate (based on a certain trade route) and a flat rate determined by the market on an annual basis.
Each contract is marked to market for the specified cargo and trade route. The fair value of forward freight agreements is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date.As of September 30, 2005, the Company recorded an asset of $449,000 and a liability of $390,000 related to the fair market value of these economic hedges. The Company recorded
the aggregate net realized and unrealized gain of $735,000 and $1,343,000, for the three and nine months ended September 30, 2005, respectively, which is classified in Other (Expense) Income on the Condensed Consolidated Statements of
Income. We had no FFAs during the three and nine months ended September 30, 2004.

From October 1, 2005 to November 4, 2005, the Company committed to additional forward freight agreements with an aggregate notional amount of $4,709,000. These forward freight
agreements expire by December 2005.

The Company is exposed to credit loss in the event of non-performance by the counter parties to the interest rate swap agreements and forward freight agreements; however, the Company does
not anticipate non-performance by any of the counter parties.

Note 4  Earnings Per Common Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period.  The computation of diluted earnings per share assumes the foregoing and the exercise
of stock options using the treasury stock method and the conversion of the 2.875% Unsecured Convertible Senior Notes due 2024 (2.875 Convertible Notes) to the extent dilutive.

The components of the denominator for the calculation of basic and diluted earnings per share and the results of such calculations are as follows:

|                                           |                      |       
|------------------------------------------ | -------------------- | ------
|                                           | For the Three Months |       
|                                           | Ended September 30,  |       
|(in thousands, except per share amounts)   | 2005                 |       
|                                           |                      |       
|Basic earnings per share:                  |                      |       
|Weighted average common shares outstanding |                      | 81,405
|                                           |                      |       
|Diluted earnings per share:                |                      |       
|Weighted average common shares outstanding |                      | 81,405
|Options                                    |                      | 63    
|                                           |                      |       
|Weighted average common shares-diluted     |                      | 81,468
|                                           |                      |       
|                                          
|Basic earnings per common share            | $                    | 0.49  
|                                           |                      |       
|                                          
|Diluted earnings per common share          | $                    | 0.49  
|                                           |                      |       

11

---



Note 4  Earnings Per Common Share (continued)

For the nine months ended September 30, 2005, the 2.875% Convertible Notes were not dilutive as the average price of OMIs stock was less than the conversion price of $30.74 per share or a conversion ratio of
32.5355 shares for each $1,000 bond.

Note 5 - Equity Transactions

Acquisition and Retirement of Treasury Stock

The Company has a stock buy back and retirement program in place. The following table illustrates repurchases by Board authorized programs (dollars in thousands) in the three and nine
months ended September 30, 2005:

|                  |  |   |                 |  | Shares       |  |   |             |  | Total Shares |  |   | Total      
|----------------- |  | - | --------------- |  | ------------ |  | - | ----------- |  | ------------ |  | - | -----------
|Board             |  |   | Amount          |  | Repurchased  |  |   | Costs For   |  | Repurchased  |  |   | Costs For  
|Authorization     |  |   | Authorized      |  | 3rdQtr. 2005 |  |   | Repurchases |  | 9 Mos. 2005  |  |   | Repurchases
|                 
|                 
|December 2004     |  |   | 4,250,000 Shrs. |  | 737,500      |  | $ | 13,067      |  | 4,250,000    |  | $ | 78,278     
|August 2005(1)    |  |   | 3,000,000 Shrs. |  | 3,000,000    |  |   | 51,814      |  | 3,000,000    |  |   | 51,814     
|September 2005(1) |  | $ | 70,000          |  | 493,900      |  |   | 8,919       |  | 493,900      |  |   | 8,919      
|                  |  |   |                 |  |              |  |   |             |  |              | 
|Total             |  |   |                 |  | 4,231,400    |  | $ | 73,800      |  | 7,743,900    |  | $ | 139,011    
|                  |  |   |                 |  |              |  |   |             |  |              | 
|                 
|Average Price     |  |   |                 |  |              |  |   |             |  |              |  |   |            
|Per Share         |  |   |                 |  |              |  | $ | 17.44       |  |              |  | $ | 17.95      

(1) Note: 1,000,000 shares repurchased in September 2005, aggregating $18,139,000 settled in October 2005.  The amount was accrued and was recorded in the Condensed Consolidated
Balance Sheet in Other accrued expenses.

During October and November 2005, we repurchased 4,505,000 shares of common stock at an average price of $17.60 per share, aggregating approximately $79,277,000. All shares
repurchased were retired upon purchase.  During October 2005, the Board of Directors authorized a new authority to expend $70,000,000 for the repurchase of additional shares of common stock.  As of November 4, 2005, there are
74,082,391shares of common stock outstanding and $53,451,000 remains under the October 2005 $70,000,000 authority for share repurchases.

During the nine months ended September 30, 2004, we repurchased 1,588,000 shares of common stock, at an average price of $9.96 per share, aggregating $15,821,000.

In September 2004, the Board of Directors retired 1,698,000 shares of common stock (consisting of 1,588,000 shares acquired in 2004 and 110,000 of forfeited restricted stock) and resolved
to retire all future common stock repurchases and forfeitures immediately.

12

---



Note 5 - Equity Transactions (continued)

The Company has granted restricted stock to certain of its employees, executive officers and directors under the 2001 Restricted Stock Plan and the 2003 Stock Incentive Plan. During
February and May 2005, OMI granted 30,000 shares (20,000 shares of which have been forfeited) and 592,847 shares of restricted stock at fair values at the grant dates of $18.30 per share and $19.00 per share, respectively. At September 30,
2005, there were 1,943,119 shares of restricted stock outstanding at an average fair value at grant date of $11.12 per share.

The Company is amortizing unearned compensation
    over the applicable vesting periods. We recognized compensation expense related
    to restricted stock of $1,313,000 and $682,000 during the three months ended September 30, 2005 and 2004, respectively, and $2,780,000 and $1,676,000 during the nine months ended September 30, 2005 and 2004,
  respectively.

On September 8, 2005, the Board of Directors of OMI declared a dividend on its common stock of $0.08 per share to shareholders based on the number of common shares outstanding of
79,922,000 to holders of record on September 29, 2005. As of September 30, 2005, $6,394,000 was accrued for dividends payable and included in other current liabilities in the Condensed Consolidated Balance Sheets.  The dividend was paid on
October 12, 2005. The first quarter cash dividend of $6,846,000 was paid on April 12, 2005, and the second quarter dividend of $6,628,000 was paid on July 13, 2005.

Note 6 - Supplemental Cash Flow Information

During the nine months ended September 30, 2005 and 2004, cash paid for interest, net of $2,779,000 and $2,397,000 for capitalized interest, totaled approximately $16,859,000
and $16,080,000, respectively.

Note 7  Acquisitions/Vessel Deliveries

During the nine months ended September 30, 2005, OMI took delivery of five 2005 built vessels. The following table summarizes the acquisitions of vessels delivered during the 2005 period
and capitalized costs, which includes capitalized interest (in thousands):

|               |  | Type of   |  | Date         |  | Capitalized |         | Charter   
|-------------- |  | --------- |  | ------------ |  | ----------- | ------- | ----------
|Name of Vessel |  | Vessel    |  | Delivered    |  | Costs       |         | Expiration
|               |  |           |  |              |  |             |         |           
|LAUREN         |  | Handymax  |  | January 2005 |  | $           | 40,219  |           
|BRAZOS         |  | Handymax  |  | March 2005   |  |             | 40,380  |           
|FOX            |  | Handysize |  | May 2005     |  |             | 29,972  |           
|TEVERE         |  | Handysize |  | July 2005    |  |             | 29,799  |           
|THAMES         |  | Handymax  |  | July 2005    |  |             | 37,442  |           
|               |  |           |  |              |  |             |         |           
|Total          |  |           |  |              |  | $           | 177,812 |           
|               |  |           |  |              |  |             |         |           

|(P) | Time charters with profit sharing.                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The THAMES began operating
            in the spot market upon delivery and commenced a one year time charter
            in October 2005.

13

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Note 7  Acquisitions/Vessel Deliveries (continued)

The final payments on the 2005 deliveries were paid with cash from operations and financing under a term loan and the $320 Facility (see Note 2).

Note 8  Disposals of Vessels

In January 2005, we sold our last two non-double hull handysize crude oil carriers (TANDJUNG AYU and BANDAR AYU) for an aggregate sales price of $36,752,000, net of commissions.  The
sale of the vessels resulted in a gain of approximately $2,874,000, which was recorded to the Consolidated Statements of Income in the first quarter of 2005.

During September 2005, we contracted to sell two 1998-built Suezmax vessels, the PECOS and SABINE, in the fourth quarter for sales prices aggregating approximately $137,900,000, net of
commissions. The gain on disposal of approximately $54,065,000 will be recognized in the fourth quarter. During October 2005, the POTOMAC (a wholly-owned Suezmax vessel), replaced the SABINE on a seven year time charter which began in May
2005.

Note 9 - Financial Information Relating to Segments

The Company organizes its business principally into two operating segments, the Crude Oil Fleet and the Product Carrier Fleet.  These segments and their respective operations are as follows:

Crude Oil Fleet - includes vessels that normally carry crude oil and dirty products. The current fleet includes one size vessel, Suezmax tanker. The 2005 results include the handysize vessels sold in
January. The fleet in 2004 also included handysize, ULCC and Panamax size vessels, which were sold in 2004 and 2005.

Product Carrier Fleet - includes vessels that normally carry refined petroleum products such as gasoline and aviation fuel.  This fleet includes three sizes of vessels, Panamax, handymax and handysize vessels.

The following is a summary by major operating segments for the three and nine months ended September 30, 2005 and September 30, 2004:

|                                    | For the Three Months |         |      | For the Nine Months |        
|----------------------------------- | -------------------- | ------- | ---- | ------------------- | -------
|                                    | Ended September 30,  |         |      | Ended September 30, |        
|(in thousands)                      | 2005                 |         | 2004 |                     | 2005   
|                                    |                      |         |      |                     |        
|Revenue:                            |                      |         |      |                     |        
|Crude Oil Fleet                     | $                    | 79,396  |      | $                   | 90,879 
|Product Carrier Fleet               |                      | 63,565  |      |                     | 38,351 
|                                    |                      |         |      |                     |        
|Subtotal                            |                      | 142,961 |      |                     | 129,230
|Other                               |                      | 243     |      |                     | 180    
|                                    |                      |         |      |                     |        
|Total                               | $                    | 143,204 |      | $                   | 129,410
|                                    |                      |         |      |                     |        
|Time Charter Equivalent Revenue:(1) |                      |         |      |                     |        
|Crude Oil Fleet                     | $                    | 54,119  |      | $                   | 70,746 
|Product Carrier Fleet               |                      | 55,657  |      |                     | 37,402 
|                                    |                      |         |      |                     |        
|Total                               | $                    | 109,776 |      | $                   | 108,148
|                                    |                      |         |      |                     |        
|Net Income:                         |                      |         |      |                     |        
|Crude Oil Fleet(2)                  | $                    | 19,106  |      | $                   | 43,104 
|Product Carrier Fleet(3)            |                      | 28,349  |      |                     | 16,614 
|General and administrative expense  |                      |         |      |                     |        
|Not allocated to vessels            |                      | (5,499  | )    |                     | (3,969 
|Other(4)                            |                      | (2,345  | )    |                     | (5,285 
|                                    |                      |         |      |                     |        
|Total                               | $                    | 39,611  |      | $                   | 50,464 
|                                    |                      |         |      |                     |        

14

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Note 9 - Financial Information Relating to Segments (continued)

|(1) | The Company uses time charter equivalent (TCE) revenue, which is (i) voyage revenue less voyage expenses and (ii) time charter (TC) revenue, as a measure of analyzing fluctuations in voyage
revenue between financial periods and as a method of equating revenue generated from a voyage charter to time charter.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

The following is a reconciliation of TCE revenue for the three months ended September 30, 2005:

|                                                                                                             | Crude Oil |         | Product  |   |             
|------------------------------------------------------------------------------------------------------------ | --------- | ------- | -------- | - | ------------
|                                                                                                             | Fleet     |         | Carriers |   | Consolidated
|(in
    thousands)                                                                                           |           |         |          |   |             
|Voyage and TC Revenues                                                                                       | $         | 79,396  |          | $ | 63,565      
|Voyage Expenses                                                                                              |           | 25,277  |          |   | 7,908       
|                                                                                                             |           |         |          |   |             
|TCE Revenue                                                                                                  | $         | 54,119  |          | $ | 55,657      
|                                                                                                             |           |         |          |   |             
|                                                                                                            
|The following is a reconciliation of TCE revenue for the three months ended September 30, 2004:             
|                                                                                                            
|                                                                                                             | Crude Oil |         | Product  |   |             
|                                                                                                             | Fleet     |         | Carriers |   | Consolidated
|(in
        thousands)                                                                                       |           |         |          |   |             
|Voyage and TC Revenues                                                                                       | $         | 90,879  |          | $ | 38,351      
|Voyage Expenses                                                                                              |           | 20,133  |          |   | 949         
|                                                                                                             |           |         |          |   |             
|TCE Revenue                                                                                                  | $         | 70,746  |          | $ | 37,402      
|                                                                                                             |           |         |          |   |             
|                                                                                                             |           |         |          |   |             
|The
          following is a reconciliation of TCE revenue for the nine months ended
    September 30, 2005:
|                                                                                                             |           |         |          |   |             
|                                                                                                             | Crude Oil |         | Product  |   |             
|                                                                                                             | Fleet     |         | Carriers |   | Consolidated
|(in
        thousands)                                                                                       |           |         |          |   |             
|Voyage
        and TC Revenues                                                                               | $         | 283,365 |          | $ | 178,729     
|Voyage
        Expenses                                                                                      |           | 71,762  |          |   | 24,501      
|                                                                                                             |           |         |          |   |             
|TCE
        Revenue                                                                                          | $         | 211,603 |          | $ | 54,228      
|                                                                                                             |           |         |          |   |             
|                                                                                                             |           |         |          |   |             
|The
          following is a reconciliation of TCE revenue for the nine months ended
    September 30, 2004:
|                                                                                                             |           |         |          |   |             
|                                                                                                             | Crude Oil |         | Product  |   |             
|                                                                                                             | Fleet     |         | Carriers |   | Consolidated
|(in
        thousands)                                                                                       |           |         |          |   |             
|Voyage
        and TC Revenues                                                                               | $         | 257,971 |          | $ | 98,195      
|Voyage
        Expenses                                                                                      |           | 51,008  |          |   | 2,559       
|                                                                                                             |           |         |          |   |             
|TCE
        Revenue                                                                                          | $         | 206,963 |          | $ | 95,636      
|                                                                                                             |           |         |          |   |             

|(2) | Net income for the nine months ended September 30, 2005 includes Gain on disposal of vessels of $2,874,000. Net Income for the nine months ended September 30, 2004, includes a net gain on disposal of three
vessels of $1,267,000, and the net income for the three months ended September 30, 2004 includes a gain on the disposal of one vessel of $907,000.                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) | Net income for the three and nine months ended September 30, 2004 includes loss on disposal of a vessel of $1,967,000.                                                                                                                                                                                                                                                                                                                                                            
|   
|(4) | Net income for the three and nine months ended September 30, 2005 includes(i) the gain on extinguishment of notes of $2,008,000 and $2,811,000 , respectively and (ii) the realized and unrealized gains on
freight forward agreements aggregating $735,000 and $1,343,000, respectively. Net income for the three and nine months ended September 30, 2004 includes loss on investment of $3,098,000, which resulted from expenses related to a
terminated acquisition (Stelmar).
|   

15

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Note 10 - Other Commitments and Contingencies

Contracts Relating to Vessels

At September 30, 2005, we had commitments to construct five product carriers, four handymax and one handysize, which are scheduled to be delivered in 2006 (three in the first quarter and two in the second quarter). The
contract costs for the five vessels aggregate approximately $183,320,000.  As of September 30, 2005, payments to the shipyard of $67,698,000 have been made on these contracts, $12,600,000 of which was paid during the nine months ended
September 30, 2005. Bank financing or operating cash will provide the additional amounts to be paid.

As of September 30, 2005, future construction and delivery payments aggregated approximately $115,622,000 (before financing) are as follows:

| | Year                     |  | Payments       |        
| | ------------------------ |  | -------------- | -------
| |                          |  |                |        
| |                          |  | (in thousands) |        
| |                          |  |                |        
| | 2005                     |  | $              | 11,207 
| | 2006                     |  |                | 104,415
| |                          |  |                |        
| | Total Remaining Payments |  | $              | 115,622
| |                          |  |                |        

Operating Leases

In February 2005, OMI agreed to time charter-in for seven years two new Suezmax vessels. One vessel was delivered in June 2005 and the other was delivered in September 2005.  OMI has options to extend the term of the
time charters and/or to acquire the vessels.

During April 2005, we signed a new lease for existing and additional office space at our corporate office in Stamford, Connecticut. The lease was extended from December 2006 to February
2017, which increased our commitment for the period from August 2005 to February 2017 by $14,432,000.

During February 2005, the time charter contracts for AMAZON and SAN JACINTO (handymax product carriers) expired; however, new three year time charters with different charterers were secured
at higher rates beginning in April and May of 2005.

During February 2005, the time charter contract for the RHONE (a handysize product carrier) was extended for two years at a higher fixed rate plus profit sharing. The new time charter began
in May 2005.

During March 2005, we signed a new three year time charter contract for the GUADALUPE (a handymax product carrier) at a higher rate than its previous contract, which expired in January
2005.  The new time charter began in April 2005.

During April 2005, the time charter contracts for the MADISON and TRINITY (two handysize product carriers) were revised. The time charters now expire in April 2010 and are at a higher
rate.

16

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Note 10 - Other Commitments and Contingencies (continued)

During April 2005, we signed seven year time charter contracts with profit sharing arrangements for SABINE (which was replaced by the POTOMAC in October 2005; see Note 8) and SACRAMENTO
(two Suezmax tankers).  The contracts commenced in May 2005.

During May 2005, the time charter contracts for the OHIO and ORONTES (handysize product carriers) were revised. The time charter contracts now expire in June 2010 and are at a higher rate.

During May 2005, we signed a three year time charter contract that began in August 2005 for the SEINE (a handysize product carrier). The new time charter is at a higher rate than the time
charter that expired in August 2005.

During May 2005, we signed three year time charter contracts for the MOSELLE and ROSETTA, both handymax product carriers.  The new contracts begin when the current time charters expire in
February and March 2006, respectively, and are at a higher rate.

During September 2005, we signed a one year time charter contract commencing in October 2005 for the THAMES, a handymax product carrier delivered during the third quarter of 2005.

Minimum future revenues (not including profit sharing) to be received for time charters subsequent to September 30, 2005 are as follows: $36,627,000 in the remaining fourth quarter of
2005, $144,168,000 in 2006, $124,730,000 in 2007, $95,566,000 in 2008, $60,051,000 in 2009 and $63,556,000 thereafter.

Athenian Arbitration

The Company terminated an agreement to acquire one of the Suezmax vessels it was to acquire in August 2004 from Athenian Sea Carriers Ltd., as delivery was not tendered in accordance with
  the requirements of the agreement. In September 2005, the dispute relating to the failed delivery of the Suezmax tanker was settled.  The Companys deposit of $6,450,000 (previously classified as restricted cash and included in the
  Condensed Consolidated Balance Sheet in Other assets and deferred charges) was returned to OMI, together with interest.  No other payments were made by either party.  There is no material impact on the Company resulting from the
settlement.

Other

In September 2005, the Company reached an agreement with one of its insuring Protection and Indemnity Associations (P & I club) in respect of costs and expenses relating to
  the investigation by the U.S. Government of certain insured ships which culminated in a plea agreement and fine paid for a violation by the crew of the vessel GUADALUPE of the Act to Prevent Pollution from Ships. In 2003, the Company expensed a fine
  it paid to the U.S. Government in the amount of $4.2 million and associated costs. In the fourth quarter of 2005, the Company will receive $1,000,000 from the settling insurer. We have recognized a $620,000 gain (which reflects
associated expenses of $380,000) in the Condensed Consolidated Statements of Income, for the three and nine months ended September 30, 2005 from the insurance recovery.

17

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Note 10 - Other Commitments and Contingencies (continued)

A claim against another P & I club relating to the same incident was rejected by that insurer and the Company has commenced an arbitration seeking recovery on the claim. At September 30, 2005, no amounts have been
recorded nor will any be recognized until the arbitration has been decided or settled.

OMI and certain subsidiaries are defendants in various actions arising from shipping operations.  Such actions are covered by insurance or, in the opinion of management, the ultimate
  resolution of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Management accrues an estimate of expense for any matters that are considered probable of occurring
based on the facts and circumstances.

18

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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following presentation of managements discussion and analysis of  OMI Corporations (OMI or the Company) financial condition and results of operations
should be read in conjunction with the condensed consolidated financial statements and accompanying notes appearing elsewhere in this Form 10-Q.

Overview

We provide seaborne transportation services for crude oil and petroleum products in the international shipping markets. Our customers include major independent and state-owned oil
companies, major oil traders, government entities and various other entities.

We own or charter-in a fleet of 45 vessels (see our Fleet section). We are focused on maintaining a high quality fleet that is concentrated primarily in two vessel types, Suezmax tankers,
  which generally carry crude oil (we refer to these as our crude oil fleet or Suezmax fleet) from areas of oil production to refinery areas, and product carriers, which generally carry refined petroleum products (we refer to
as our product carrier fleet), such as gasoline and aviation fuel, from refineries to distribution areas.

Financial Summary

OMI is a growing company, with investments in a modern, high quality fleet of vessels. The delivery of seven newbuildings in 2005, two of which are chartered-in, is reflective of our
growth strategy. We market certain of our vessels to maximize profit in strong markets and at the same time receive contracted revenue from other vessels. As of September 30, 2005, the average age of our vessels was 2.9(1)years (excluding vessels sold in the fourth quarter). We will take delivery of five newbuildings currently on order in 2006.

(Note (1):All averages referring to vessel age in this release are weighted averages based on deadweight tons (dwt) and are
  calculated as of September 30, 2005, based on our operating fleet of 45 vessels, including four vessels chartered-in and excluding the Suezmax vessels, the PECOS and the SABINE, contracted for sale. Dwt, expressed in metric tons each of which is
equivalent to 1000 kilograms, refers to the total weight a vessel can carry when loaded to a particular load line.

OMIs net income of $162.5 million for the nine months ended September 30, 2005 was higher than the net income reported in the comparable nine month periods since the
  Companys inception in 1998. Revenue of $143.2 million for the three months and $463.1 million for the nine months ended September 30, 2005 increased 11 percent and 30 percent, respectively, compared to the same periods in 2004. Average
  spot rates earned by our Suezmax fleet in the 2005 periods were strong, although lower than average rates earned in the same 2004 periods. The 2004 rates were the highest in at least 30 years. Other factors contributing to the 2005 spot market
fluctuations are discussed in the Market Overview section.

Our Company benefited from the continued strength of the tanker market during the nine month period of 2005 with a larger Suezmax fleet compared to last year, which also contributed to
increased earnings. We have also benefited from product carriers that were either delivered or

19

---



came off time charter in 2004 and operated in the spot market during a period of strong rates.

In an effort to maintain our high quality vessels and a good safety record, we have implemented additional initiatives in 2005 that have increased operating costs (see Breakdown by Fleet
  section). We believe that the investment in high quality people operating the ships, appropriate stores and supplies to maintain the ships, training, environmental and other vessel related initiatives is necessary in order to be a high quality
  operator. We also believe that our customers prefer OMI because we are a quality operator. We were able to continue long-term relationships through time charter contracts renewed with existing customers, and we have formed new relationships due to
the quality of our tonnage and operations.

OMIs financial performance in 2005 is based on the following key elements of our business strategy:

|(1) | concentrate in two vessel categories: Suezmax tankers, which offer size advantages (over Aframaxes and Panamaxes) and geographic flexibility (over VLCCs), and product carriers, which provide an advantage because of
  increasing demand for petroleum products in areas where no additional refineries have recently been built. Our product carrier sizes allow us to participate in most trading areas and over the last few years we have accumulated twelve ice class
  product carriers (eleven are handysize and one is a handymax size product carrier), further expanding trading capabilities,
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | maintain high quality vessels and standards of operation through improved environmental procedures, crew training and maintenance and repair procedures,                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) | manage the balance between the ability to capture upside in stronger spot markets and the predictable revenues from long-term contracts, which cover a certain portion of fixed costs,                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) | maintain a balance between available liquidity to purchase vessels as market conditions and opportunities arise and maintaining prudent financial ratios (e.g. leverage ratio),                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(5) | enter into strategic alliances and operate from geographic locations that provide us with market opportunities to improve our vessel utilization and earnings, and                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(6) | monitor and manage the repurchase of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   

There are many factors that affect tanker rates, including supply and demand for vessels and the cargo that the vessels carry (the supply/demand for crude oil or refined product). Market
conditions (see Market Overview section) and economic and regulatory changes also affect revenues and expenses. The following are several key drivers for our Revenues and Operating income:

|(1) | spot rates in the Suezmax tanker market and product tanker market (for those product carriers operating in the spot market or on time charters with profit sharing arrangements) (Note: for the next twelve months, we
  estimate a variation of $1,000 per day for vessels on spot would increase/decrease net income by $10.5 million or $0.14 per share, of which $0.07 per share comes from each of the product carrier and Suezmax fleets),
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | the number of revenue earning operating days from the addition to, or removal of vessels from our fleet,                                                                                                                                                                                                                                                                                                                                        
|   
|(3) | marketing our vessels by the formation of strategic alliances (better scheduling of vessels and positioning, resulting in better utilization) and capitalizing on our experience and reputation in the industry,
  and                                                                                                                                                                                                                          
|   
|(4) | managing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   

20

---



The Company studies market indicators and trends
when making decisions for managing risks, including but not limited to the following:
world oil demand (increases / decreases in consumption of oil), where supply
to meet the demand comes from (long-haul versus short-haul voyages), world oil
supply by geographic regions, inventory levels by geographic regions, world tanker
newbuildings (orderbook) and deletions (scrappings and
conversions).

For the past several
  years, there have been trends that are resulting in increased demand for tankers.
  Improvements in the economies of China and South Asia have increased oil demand
  there. Supply of oil to meet the increased demand has led to oil moving from
  more distant areas, such as from the Atlantic region to China. This is a long
  trade route that results in increased tonne miles for vessels, i.e. increased
  demand for tankers. Additionally, continued shortage of refinery capacity in
  major consuming areas (the U.S., Western Europe and the Pacific region) and
  higher crude oil production in the long-haul Middle East have had a favorable
  impact in the performance of both our crude oil and product carrier fleets.
  More recently, tonne mile demand increased due to hurricane activity impacting
crude oil production and refinery capacity in the U.S. Gulf of Mexico region.

The following are
  several other significant items that have occurred during the nine months ended
September 30, 2005 and so far in the fourth quarter of 2005:

- We took delivery of five vessels, three handymax (the LAUREN, the BRAZOS and the THAMES) and two handysize product carriers (the TEVERE and the
  FOX) from the shipyard in January, March, May and July 2005.
- We time chartered-in two 2005-built Suezmax vessels in June and September 2005. These ships will be in the Gemini pool for seven
  years.

- In January 2005, we sold our last two non-double hull handysize crude oil carriers, which were built in 1993 (TANDJUNG AYU and BANDAR
  AYU).
- In September 2005, we agreed to sell two 1998-built Suezmaxes, the PECOS and the SABINE. The vessels were delivered in the fourth quarter of 2005
  and will result in a fourth quarter gain on
  sale of approximately $54 million.

- During February 2005, the charter contracts for two handymax product carriers (AMAZON and SAN JACINTO) expired; however, we secured new three
  year time charters with different charterers at higher rates. The contracts began in April and May of 2005.
- During February 2005, a one year time charter contract for a handysize product carrier (RHONE) was extended for two years at a higher fixed rate
  plus profit sharing. The new time charter began in late May 2005.
- During March 2005, a new three year time charter contract was secured, at a higher rate than its previous contract for a handymax
  product carrier (GUADALUPE). The vessels previous

21

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- During April 2005, five year time charter contracts for two handysize product carriers (MADISON and TRINITY) with original expiration dates of
  2006 were each extended at higher rates for a five year period, which began in April 2005.
- During April 2005, seven year time charter contracts with profit sharing arrangements for two Suezmax tankers (SACRAMENTO
  and SABINE replaced by the Potomac in October) were secured and began in May 2005.
- During May 2005, the time charter contracts for the OHIO and ORONTES (handysize product carriers) were revised. The time charter contracts now
  expire in June 2010 and are at a higher rate.
- During May 2005, we signed a three year time charter contract commencing in September 2005 for the SEINE (a handysize product carrier). The new
  time charter is at a higher rate than the time charter that expired in August 2005.
- During May 2005, we signed three year time charter contracts for the MOSELLE and ROSETTA, both handymax product carriers.
  The new contracts, which begin when the current time charters expire in February and March 2006, are at a higher rate.
- During September 2005, we signed a one year time charter contract, which commenced in October 2005 for the THAMES, a handymax product carrier
  delivered during the third quarter of 2005.

- During the nine months ended September 30, 2005, we repurchased 7,744,000 shares of common stock under Board authorized programs, which was
  retired, at an average price of $17.95 per share, aggregating $139.0
  million. The shares were retired upon repurchase. In the fourth quarter, we have repurchased 4,505,000, at an average price of $17.60
  per share, aggregating $79.3 million.
- During October 2005, the Board authorized an additional $70.0 million to repurchase shares of common stock.

Looking forward,
  we will continue to focus on our initiatives of growing the business with accretive
  transactions including adding modern vessels, as well as repurchasing stock,
maximizing profits and managing costs. See Liquidity and Capital Resources section.

The tanker market
  continued at a profitable level in the third quarter of 2005, though the average
  TCE for Suezmax tankers in the West Africa to U.S. trade was lower than the
  preceding quarter rate and the rate prevailing in the same period of last year.
  This was the result of slower world oil demand growth and growth in the world
  tanker fleet. However, it should be noted that the average rate in the first
  three quarters of 2005 was the second highest level for this period since at
  least 1990. Freight rates in the crude oil tanker market have risen well above
the third quarter average rate thus far in the fourth quarter.

22

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The average OPEC
  oil production in the third quarter of 2005 totaled about 30.0 million barrels
  per day (b/d), an average increase of 0.4 million b/d, or 1.4% compared to the
    same period last year. About half of OPECs oil production growth came
    from the long-haul Middle East. OPEC oil production, including Iraq, in the
    fourth quarter of 2005 is expected to average 30.0 million b/d, the same
    as the preceding quarter and about 0.2 million b/d higher than the same period
a year ago.

World oil demand
  in the third quarter of 2005 was 0.9 million b/d higher than the seasonally
  low second quarter, and average 0.5 million b/d or 0.6% higher compared to
  the same period of last year. World oil demand is expected to increase further
  in the foreseeable future due to the usual seasonal oil demand gains in the
  winter months and further improvement of world economic activity. World oil
  demand in 2005 is expected to increase at a slower rate than last year as a
  result of persistent high oil prices due to low spare oil production capacity,
  ongoing geopolitical risks and hurricane related oil production and refinery
problems in the Gulf of Mexico.

Recently, hurricane
  activity resulted in shutdowns of most of the U.S. crude oil production and
  refinery capacity in the Gulf of Mexico. It is estimated that about 0.3 million
  b/d of crude oil production and about 0.4 million b/d of refinery capacity
  will be out of service through year-end and some will be out of service into
the first quarter of 2006.

Total preliminary
  commercial crude oil and petroleum products inventories in the United States,
Western Europe and Japan at the end of

23

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the third quarter of 2005 were about 69 million barrels, or 3.2% higher than the year earlier level, and 2.0% above the average of the last five years.  At the same time, crude oil inventories were 6.8% higher and
    petroleum products inventories were 0.6% below the average of the last five years, respectively. Oil inventories in terms of days forward consumption are expected to be at high levels for the rest of the year and by year-end be well above the end
2004 level and above the average of the last five years.

The world tanker
  fleet totaled 320.1 million dwt at the end of the third quarter of 2005, up
  by 15.5 million dwt or 5.1% from the level at the year-end of 2004. The tanker
  orderbook totaled about 81.3 million dwt, or 25.4% of the existing fleet at
  the end of the third quarter of 2005. Approximately 7.4 million dwt are for
  delivery in 2005, 23.7 million dwt in 2006, 27.6 million dwt in 2007 and most
of the balance in 2008.

The tanker orderbook
  includes 64 Suezmaxes of about 10.1 million dwt or 23.8% of the existing internationally
  trading Suezmax tanker fleet. The Suezmax orderbook for delivery in the next
  few years represents vessels to replace old tonnage affected by IMO regulations
  as well as to satisfy an expected increase in demand. It should be noted that
  more trades suitable for Suezmaxes are developing and that Suezmax tankers
  are flexible vessels since they are traded effectively in medium and long haul
trades.

At the end of the
  third quarter of 2005, approximately 30.5 million dwt or 9.5% of the total
  tanker fleet was 20 or more years old, including 9.8 million dwt or 3.1% of
  the fleet which was 25 or more years old. Furthermore, 10 Suezmaxes were 20
  or more years old, including 3 which were 25 or more years old. Tanker sales
  for scrap and for Floating Production Storage Offloading (FPSO)
  conversion totaled about 5.6 million dwt in the first three quarters of 2005,
including five Suezmaxes and five VLCCs.

The EU adopted tanker
  regulations which commenced on October 21, 2003. In response to the EU regulations,
  the IMO adopted new strict tanker regulations which commenced on April 5, 2005.
  These regulations primarily prevent single-hull tankers of 5,000 dwt and above
  from carrying heavy fuel oil from early April 2005, accelerate the phase-out
of single-hull tankers

24

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to 2010, in line with EU rules, and force all single-hull
    tankers to comply with the Condition Assessment Scheme (CAS)
    from the age of 15 years, commencing in 2005. Finally, tankers with only
    double sides or double bottoms will be allowed to operate beyond 2010, provided
    that these tankers were in service on July 1, 2001. Such tankers will not
    be allowed to operate beyond the date on which they become 25 years of age
after the date of delivery.

At the end of September
  2005, there were about 97.3 million dwt of tankers or 30.4% of the total tanker
fleet which will be affected by these regulations.

The strong freight
  rate environment of the product tanker market continued in the third quarter
  of 2005, and the average spot TCE for handysize product tankers in the Caribbean
  was higher than the preceding quarter rate and the rate prevailing in the same
  period of last year. In addition, the average rate in the first three quarters
  of 2005 was the highest level for this period since at least 1990. The product
  tanker market strength was the result of continuous growth in the demand for
  oil, shortage of refinery capacity in consuming areas and the substantial loss
  of U.S. refinery capacity in the Gulf of Mexico due to hurricane activity recently,
  notwithstanding an increase of the world product tanker fleet. Freight rates
in the product tanker market continued strong thus far in the fourth quarter.

The world product
  tanker fleet, (which ranges from small 10,000 dwt product carriers to larger
  than 100,000 dwt for coated Aframax tankers) totaled about 65.4 million dwt
  at the end of the third quarter of 2005, up by about 9.0% from the year-end
  2004 level. The product tanker orderbook for delivery over the next few years
  totaled about 28.0 million dwt, or about 42.8% of the existing product tanker
  fleet at the end of the third quarter of 2005. Approximately 3.1 million dwt
  are for delivery in 2005, 11.4 million dwt in 2006, 9.2 million dwt in 2007
  and most of the balance in 2008. At the end of the third quarter of 2005, approximately
  11.9 million dwt or 18.2% of the existing fleet was 20 or more years old. The
  orderbook for handysize and handymax product tankers at the end of September
  2005 totaled about 11.8 million dwt or 31.3% of the existing handysize and
handymax product tanker fleet.

Total preliminary
  commercial inventories of oil products in the United States, Western Europe
  and Japan at the end of the third quarter of 2005 were marginally higher than
  the same time a year ago, and 0.6% below the average of the last five years.
  At the same time, inventories of middle distillates, the seasonal product,
  in these areas were 0.9% higher than last year and marginally below the last
five years average.

25

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The tanker market
  is expected to benefit in the foreseeable future as a result of improving world
  economic activity, seasonally higher world oil demand in the winter months,
  shortage of refinery capacity in the United States, Western Europe and Asia,
  the loss of U.S. oil production and refinery capacity due to hurricane activity
  in the Gulf of Mexico recently, possible disruptions due to political instability
in short-haul oil producers Venezuela and Nigeria, and the effect of regulations.

OMIs Fleet

OMIs fleet
  currently comprises vessels aggregating approximately 3.7 million dwt. It includes
  15 Suezmaxes, after the sale of two Suezmax vessels in the fourth
  quarter  and excluding three Suezmax vessels in the Gemini pool owned by a
  pool member, 28 handysize and handymax product carriers and two Panamax product
  carriers. Currently, four Suezmax tankers are chartered-in: the OLIVER JACOB,
  whose charter expires June  2010, the MAX JACOB, whose charter expires December
  2006, the CAPE BASTIA, whose charter expires June 2012 and the CAPE BONNY,
  whose charter expires September 2012. The following table of OMIs
    current fleet includes, wholly owned and chartered-in vessels by segment
and type and
aggregate dwt.:

|                                    |  |            |  |     |          
|----------------------------------- |  | ---------- |  | --- | ---------
|                                    |  | Number     |  |    
|                                    |  | Of vessels |  | Dwt
|                                    |  |            |  |    
|Crude Oil Fleet:                    |  |            |  |     |          
|1998-2004 built Suezmax vessels     |  | 11         |  |     | 1,764,470
|1999-2005 built Suezmax vessels (A) |  | 4          |  |     | 632,872  
|                                    |  |            |  |    
|Total                               |  | 15         |  |     | 2,397,342
|                                    |  |            |  |    
|Product Carrier (Clean) Fleet:    |  |            |  |     |          
|1999-2005 built handysize vessels   |  | 17         |  |     | 623,122  
|2000-2005 built handymax vessels    |  | 11         |  |     | 517,006  
|2003 built Panamax vessels          |  | 2          |  |     | 140,659  
|                                    |  |            |  |    
|Total                               |  | 30         |  |     | 1,280,787
|                                    |  |            |  |    
|Total Fleet                         |  | 45         |  |     | 3,678,129
|                                    |  |            |  |    
|                                   
|(A) Chartered-in Suezmax vessels.  

26

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The following five vessels are under construction:



|                                        |  | Type of   |  | Date To Be |  |        |  | Charter   
|--------------------------------------- |  | --------- |  | ---------- |  | ------ |  | ----------
|Name of Vessel                          |  | Vessel    |  | Delivered  |  | Dwt    |  | Expiration
|                                        |  |           |  |            |  |        |  |           
|                                       
|Vessels Under Construction:             |  |           |  |            |  |       
|WABASH                                  |  | Handymax  |  | Jan-06     |  | 47,000 |  | SPOT      
|KANSAS                                  |  | Handymax  |  | Mar-06     |  | 47,000 |  | SPOT      
|RHINE                                   |  | Handysize |  | Mar-06     |  | 37,000 |  | SPOT      
|REPUBLICAN                              |  | Handymax  |  | Apr-06     |  | 47,000 |  | SPOT      
|PLATTE                                  |  | Handymax  |  | May-06     |  | 47,000 |  | SPOT      
|                                        |  |           |  |            |  |       
|Total Vessels Under Construction        |  |           |  | 225,000    |  |       
|                                        |  |           |  |            |  |       
|                                       
|Total Fleet with Vessels to be acquired |  | 3,903,129 |  |           
|                                        |  |           |  |           
|Critical Accounting Estimates           |  |           |  |            |  |       

There have been no
  significant changes to our critical accounting estimates during the nine months
  ended September 30, 2005 as compared to those we disclosed in Managements
  Discussion and Analysis of Results of Operations and Financial Condition included
in our Annual Report on Form 10-K for the year ended December 31, 2004.

OMIs net income was $39.6 million or $0.49 basic and diluted earnings per share (EPS) and $162.5 million or $1.94 basic and diluted EPS for the three and
    nine months ended September 30, 2005, respectively, compared to net income of $50.5 million or $0.55 basic and diluted EPS and $137.2 million or $1.63 basic and $1.62
diluted EPS for the three and nine months ended September 30, 2004, respectively.

Results of Operations for the Three and Nine Months Ended September 30, 2005 Compared to the Three and Nine Months ended September 30, 2004

The following table
  summarizes our results of operations for the three and nine months ended September
30, 2005, compared to the three and nine months ended September 30, 2004:

RESULTS OF OPERATIONS

|(In millions, except per share      | For the Three Months |       | For the Nine Months |  
|----------------------------------- | -------------------- | ----- | ------------------- | -
|data)                               | Ended September 30,  |       | Ended September 30, |  
|                                    | 2005                 |       | 2004                |  
|                                    |                      |       |                     |  
|Voyage and time charter revenue     | $                    | 143.0 |                     | $
|Voyage expenses                     |                      | 33.2  |                     |  
|                                    |                      |       |                     |  
|Time charter equivalent revenue     |                      | 109.8 |                     |  
|Other revenue                       |                      | 0.2   |                     |  
|Vessel expenses                     |                      | 21.7  |                     |  
|Charter hire expense                |                      | 15.5  |                     |  
|Depreciation and amortization       |                      | 17.6  |                     |  
|General and administrative expenses |                      | 7.6   |                     |  
|Loss (gain) on disposal of vessels  |                      |      |                     |  
|                                    |                      |       |                     |  
|Operating income                    |                      | 47.6  |                     |  
|Loss on Investment                  |                      |      |                     |  
|Interest expense                    |                      | (11.0 | )                   |  
|Interest income                     |                      | 0.3   |                     |  
|Other                               |                      | 2.7   |                     |  
|                                    |                      |       |                     |  
|Net income                          | $                    | 39.6  |                     | $
|                                    |                      |       |                     |  

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Time Charter Equivalent Revenue

TCE revenue comprises revenue from vessels operating on time charters (TC) and voyage revenue less voyage expenses from vessels operating in the spot market. Consistent with
industry practice we use TCE revenue as a key performance indicator as we measure and analyze fluctuations between financial periods; (1) TCE revenue serves as an industry standard for measuring revenue and comparing results between geographical
regions and among competitors and (2) as a method of equating TCE revenue generated from a voyage charter to time charter revenue. A time charter involves the placing of a vessel at the charterers disposal for a set period of time, during
which the charterer may use the vessel in return for the payment by the charterer of a specified daily or monthly hire rate. Under a voyage charter, the owner of a vessel agrees to provide the vessel for the transport of specific goods between
specific ports in return for the payment of an agreed upon freight per ton of cargo or, alternatively, for a specified total amount. All operating costs are for the owners account.

OMI operates vessels on voyage (or spot) charters
    and on time charters. In both 2005 and 2004, the majority of our tonnage
    (primarily our Suezmax vessels) operated in the spot market, giving us the
    ability to take advantage of the strong spot market. As of September 30,
    2005, 70% of our dwt (24 vessels) operated in the spot market and 23 of our
    47 vessels operated on time charters. Ten vessels are under profit sharing
    arrangements (see Contracted Time Charter Revenue section). Our time charters
    with profit sharing arrangements have a floor rate, and we share in the profit
    above that rate equally, without a cap. This enables us to benefit from strong
    tanker markets while protecting our downside. Revenue generated by time charters
    gives the Company the ability to cover certain fixed charges (cost to operate
    the chartered vessels, consolidated general and administrative expenses and
    interest expense).

The Company earned TCE revenue of $109.8 million for the three months ended September 30, 2005 and $108.1 million for the three months ended September 30, 2004. During the three
months ended September 30, 2005, 61 percent or $67.2 million of our TCE revenue was earned by vessels operating on voyage charters in the spot market and 39 percent or $42.6 million of our TCE revenue was earned by vessels operating on TC.
We earned TCE revenue of $365.8 million for the nine months ended September 30, 2005 and $302.6 million for the nine months ended September 30, 2004. During the nine months ended September 30, 2005, 73 percent or $267.0 million of our
TCE revenue was earned by vessels operating on voyage charters in the spot market and 27 percent or $98.8 million of our TCE revenue was earned by vessels operating on TC. TCE revenue increased in the three and nine months ended September 30,
2005 compared with the three and nine months ended September 30, 2004 primarily because of more operating days in 2005 from the twelve vessels acquired in 2004 and seven acquired in 2005, two of which are chartered-in (seven in the crude oil fleet
and twelve in the product carrier fleet). TCE revenue also decreased due to the disposal of eight non-double hulled vessels, four crude oil carriers and two product carriers disposed of in 2004 and two crude oil carriers disposed of in 2005 (see
discussion below for the fluctuation analysis of TCE revenue for vessels on spot and on time charters and the Market Overview section for explanations for the rate fluctuations during the 2005 and 2004 periods in the spot market).

The following table compares TCE revenue earned by vessels on spot for the three and nine months ended September 30, 2005 to the three and nine months ended September 30, 2004, in millions
of dollars and as a percent change in spot revenue in 2005:

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|                           |  | For the Three Months |      |      |   |        |  | For the Nine Months |       |   |      |  
|-------------------------- |  | -------------------- | ---- | ---- | - | ------ |  | ------------------- | ----- | - | ---- | -
|                           |  | Ended September 30,  |      |      |   |        |  | Ended September 30, |       |   |      |  
|TCE Revenue for vessels on |  |                      |      |      |   |        |  |                     |       |   |      |  
|Spot(in millions)          |  | 2005                 |      | 2004 |   | Change |  |                     | 2005  |   | 2004 |  
|                           |  |                      |      |      |   |        |  |                     |       |   |      |  
|Crude Oil Fleet            |  | $                    | 48.6 |      | $ | 67.8   |  | $                   | (19.2 | ) |      | $
|Product Carrier Fleet      |  |                      | 18.6 |      |   | 1.3    |  |                     | 17.3  |   |      |  
|                           |  |                      |      |      |   |        |  |                     |       |   |      |  
|Total                      |  | $                    | 67.2 |      | $ | 69.1   |  | $                   | (1.9  | ) |      | $
|                           |  |                      |      |      |   |        |  |                     |       |   |      |  
|% change in spot revenue   |  |                      |      |      |   |        |  |                     |       |   |      |  
|in 2005                    |  |                      |      |      |   |        |  |                     | -3    | % |      |  

TCE revenue of $67.2 million earned by vessels operating on spot charters during the three months ended September 30, 2005 decreased $1.9 million compared to TCE revenue of $69.1 million earned by vessels
operating in the spot market during the three months ended September 30, 2004. The net decrease in TCE revenue resulted primarily from decreases of $19.2 million earned for the crude oil fleet. Decreases in the crude oil fleet were offset by
increases of $17.3 million earned by the product carrier fleet.

- Decreases in TCE revenue earned by vessels
      in the crude oil fleet operating on
      spot charters resulted primarily from (1) decreases in
      the Suezmax fleet TCE revenue primarily as the result of lower average
      TCE rates in the third quarter of 2005, in addition to decreases
      in spot revenue from two vessels that began time charters
      in the second quarter of 2005 and (2) decreases in TCE revenue
      primarily for vessels sold in 2004 (three Panamax vessels and
      one Ultra Large Crude Carrier (ULCC)).
- Increases in TCE revenue earned by the vessels
      in the product carrier fleet operating
      on spot charters resulted primarily from increases
      in operating days from four new vessels delivered in 2004
      and three new vessels delivered in 2005 and from vessels previously
      on time charters that began operating in the spot market.

TCE revenue of $267.0 million earned by vessels operating in the spot market during the nine months ended September 30, 2005 increased $64.4 million compared to TCE revenue of
$202.6 million earned by vessels operating in the spot market during the nine months ended September 30, 2004. The increase in TCE revenue resulted primarily from increases of $58.7 million earned by the product carrier fleet and $5.7
million earned by the crude oil fleet.

- Increase in TCE revenue earned by the vessels
      in the product carrier fleet operating
      on spot charters resulted primarily from increases
      in operating days from four new vessels delivered in 2004,
      three new vessels delivered in 2005 and from vessels previously
      on time charters that began operating on spot charters during
      the nine months ended September 30, 2005.
- Increase in TCE revenue earned by vessels
      in the crude oil fleet operating on
      spot charters resulted primarily from increases in Suezmax
      fleet TCE revenue primarily as the result of more operating
      days in 2005, primarily for five Suezmax vessels acquired
      in the third quarter of 2004 and for two Suezmax vessels chartered-in
      during June and September 2005, in addition to more pool
      member TCE revenue days during the nine months ended September
      30, 2005 compared to the same period in 2004.

The following table compares TCE revenue earned by vessels on TC for the three and nine months ended September 30, 2005 to the three and nine months ended September 30, 2004, in millions of
dollars and as a percent of Total TCE revenue in each of the three and nine month ended September 30, 2005 and 2004:

29

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|                              |  | For the Three Months |      |   |      |   |      | For the Nine Months |  |      |     |  |     
|----------------------------- |  | -------------------- | ---- | - | ---- | - | ---- | ------------------- |  | ---- | --- |  | ----
|                              |  | Ended September 30,  |      |   |      |   |      | Ended September 30, |  |      |     |  |     
|TCE Revenue for vessels on TC |  |                      |      |   |      |   |      |                     |  |      |     |  |     
|(in millions)                 |  | 2005                 |      |   | 2004 |   |      | Change              |  | 2005 |     |  | 2004
|                              |  |                      |      |   |      |   |      |                     |  |      |     |  |     
|Crude Oil Fleet               |  | $                    | 5.5  |   |      | $ | 3.0  |                     |  | $    | 2.5 |  | $   
|Product Carrier Fleet         |  |                      | 37.1 |   |      |   | 36.1 |                     |  |      | 1.0 |  |     
|                              |  |                      |      |   |      |   |      |                     |  |      |     |  |     
|Total                         |  | $                    | 42.6 |   |      | $ | 39.1 |                     |  | $    | 3.5 |  | $   
|                              |  |                      |      |   |      |   |      |                     |  |      |     |  |     
|% of TCE Revenue for vessels  |  |                      |      |   |      |   |      |                     |  |      |     |  |     
|on TC to Total TCE Revenue    |  |                      | 39   | % |      |   | 36   | %                   |  |      |     |  |     

TCE revenue of $42.6 million earned by vessels on time charter during the third quarter of 2005 increased $3.5 million compared to TCE revenue of $39.1 million earned by vessels
on time charter during the third quarter of 2004. Increases were $2.5 million in the crude oil fleet and were $1.0 million in the product carrier fleet.

- The increase in TCE revenue of $2.5
      million earned by the crude oil fleet
      was the result of increases in TC revenue earned by two Suezmax
      vessels that began time charters in May 2005.
- The increase in TCE revenue of $1.0
      million earned by the product carrier
      fleet was primarily the result of increases earned by vessels
      operating on time charters with new or renewed contracts at
      higher rates, three vessels acquired (two vessels delivered in 2005
      and one in 2004) with more operating days during the third quarter
      2005 and more profit sharing was earned in the third quarter
  of 2005 compared to the third quarter of 2004.

TCE revenue of $98.8 million earned by vessels on time charter during the nine months ended September 30, 2005 decreased $1.1 million compared to TCE revenue of $99.9 million
earned by vessels on time charter during the same period in 2004. Decreases in the crude oil fleet TCE revenue were $1.0 million and were $0.1 million in the product carrier fleet.

- The decrease in TCE revenue of $1.0
      million earned by the crude oil fleet
      was primarily the result of decreases in TCE revenue primarily
      for the two crude oil carriers sold in January 2005, which
      were offset in part by increases in TC revenue earned by two Suezmax
      vessels that began time charters in May 2005.
- The decrease in TCE revenue of $0.1
      million earned by the product carrier
      fleet was primarily the result of fewer operating days from
      vessels operating on time charters whose time charters expired
      and began operating on spot charters. In addition, there were
      fewer operating days from the vessel sold in August 2004. Although
      TCE revenue was lower during the nine months ended September
      30, 2005 compared to the same period in 2004, the average
  TCE rate was approximately 9 percent higher (increased average
  TCE reflects increased profit sharing in the 2005 period compared
  to the 2004 period.)

Note: For detailed information of fluctuations by vessel type, see Breakdown by Fleet sections.

Gemini Tankers

Gemini Tankers ("Gemini" or the pool) is a wholly owned subsidiary of OMI, and began operating in December 2003. Gemini is a pool for double hull Suezmax vessels. As of
September 30, 2005, there were 17 Suezmax vessels (14 from OMI and three from other participants) operating in the pool. The earnings of the pool are allocated to the pool members using an agreed upon formula. The gross revenues of Gemini are
reflected in OMIs consolidated revenues, and the charter hire expense for the other participants vessels are included in OMIs consolidated charter hire

30

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expense. The SABINE (a Suezmax vessel sold in November
2005) will enter the Gemini pool as a pool participant, as the NORDIC SATURN,
in the fourth quarter.

During 2005, two 2005-built double hull Suezmaxes (one vessel chartered-in by OMI and one vessel from the other pool participant) entered the pool in June and August, respectively. Two more
2005-built Suezmaxes (one chartered-in during September and another vessel from the other participant) will begin operating in the pool in the fourth quarter. Additionally, two Suezmax vessels owned by OMI exited the pool in May 2005 to begin
long-term time charters and two 1998-built Suezmax vessels were sold and are exiting the pool in the fourth quarter.

Vessel expense of $21.7 million for the three months and $65.5 million for the nine months ended September 30, 2005, increased by $6.2 million and $21.5 million,
respectively, compared to $15.5 million for the three months and $44.0 million for the nine months ended September 30, 2004.

Vessel expense includes operating expenses such as crew related costs, stores, routine maintenance and repairs, insurance and miscellaneous. These expenses are a function of the fleet size,
utilization levels for certain expenses, and requirements under laws or regulations, by charterers and our own standards.

Vessel expenses increased $6.2 million or 40% for the three months and $21.5 million or 49% for the nine months ended September 30, 2005 compared to the same periods in 2004,
primarily as a result or two factors, first, the increased number of vessels operating in 2005 and second, increased costs per vessel. The number of vessel operating days, which contributed to the increase in vessels expenses, increased
approximately 20 percent for the three months and approximately 21 percent for the nine months ended September 30, 2005 compared to the 2004 periods because of 19 vessels acquired (12 vessels during 2004 and five vessels during 2005, excluding
vessels chartered-in) net of eight vessels disposed in 2004 and 2005.  Additionally, higher costs in 2005 related to crew expenses, insurance, storing the ships (spare parts and supplies) and lube oils contributed to the increase in daily vessel
expenses in 2005 (39 percent in the crude oil fleet and 30 percent in the product carrier fleet for the nine month period in 2005 compared to the nine month period in 2004). Note: Quarterly fluctuation of daily vessel expenses reflect timing
differences when comparing 2005 quarters to 2004 quarters.

Charter Hire Expense

Charter hire expense is typically the payment made to the owner of the vessel chartered-in for our use. The owner is responsible for the vessels operating expenses, in addition to
drydock and capital expenditures. We are responsible for the voyage expenses.  Additionally, expenses, representing the net distributable profit from the pool, for the vessels from the other Gemini pool participants are included in charter hire
expense.

31

---



Charter hire expense increased $2.9 million for the three months and $2.4 million for the nine months ended September 30, 2005 compared to the same periods in 2004, primarily as a
result of increases due to two additional vessels chartered-in during June and September 2005 for a seven year period.  Increases in charter hire expense for the Gemini Pool resulted from one vessel that was added to the pool in July 2005 (see
discussion above relating to Gemini Tankers), which was offset by decreases in charter hire expense resulting from lower rates earned for the three and nine month periods in 2005 compared to the same periods in 2004.

Depreciation and amortization expense of $17.6 million for the three months and $51.2 million for the nine months ended September 30, 2005, increased by $3.4 million and
$11.5 million, respectively, compared to $14.2 million for the three months and $39.7 million for the nine months ended September 30, 2004 as the result of additional depreciation expense from the acquisition of 17 vessels, which was
offset in part by reductions to depreciation expense relating to the eight vessels disposed of in 2004 and in January 2005.

General and administrative
(G & A) expenses of $7.6 million for the three months and $21.1
million for the nine months ended September 30, 2005, increased by
$1.7 million and $6.3 million, respectively, compared to $5.9 million
for the three months and $14.8
million for the nine months ended September 30, 2004 because of increased compensation
expense, including non-cash expense from amortization of restricted stock awards,
increases in personnel due to a larger fleet, expenses due to opening a London
office and other additional corporate requirements.

During thenine months ended September 30, 2005, again on disposal of vesselsof $2.9 million was recorded, which resulted from the sale of two non-double hull crude oil carriers in January 2005.

The net loss on disposal of $1.1 million for the three months and $0.7 million for the nine months ended September 30, 2004, resulted from the sale of four single hull vessels, one
product carrier and three Panamax vessels. For the three months ended September 30, 2004, the net loss on disposals of $1.1 million resulted from the disposal of the product carrier of $2.0 million, which was offset in part by the gain on
sale of one Panamax vessel of $0.9 million. The loss on disposal of $0.7 million for the nine months ended September 30, 2004 resulted from the third quarter disposals in addition to the loss on the disposal of one Panamax vessel, of
$1.5 million offset in part by the gain on disposal of another Panamax vessel of $1.8 million during the second quarter.

Interest expense of $11.0 million for the three months and $31.9 million for the nine months ended September 30, 2005, increased by $2.2 million and $7.6 million,
respectively, compared to $8.8 million and $24.3 million for the three and nine months ended September 30, 2004, respectively.

The following table is a breakdown of Interest expense for the three and nine months ended September 30, 2005 compared to the three and nine months ended September 30, 2004:

32

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|                                  |  | For The Three |      |   | For The Nine  |  
|--------------------------------- |  | ------------- | ---- | - | ------------- | -
|                                  |  | Months Ended  |      |   | Months Ended  |  
|                                  |  | September 30, |      |   | September 30, |  
|(in millions)                     |  | 2005          |      |   | 2004          |  
|                                  |  |               |      |   |               |  
|                                 
|Interest on variable and fixed    |  |               |      |   |               |  
|Rate debt                         |  | $             | 10.6 |   |               | $
|Impact of swaps                   |  |               | -    |   |               |  
|Capitalized interest              |  |               | (0.8 | ) |               |  
|Amortization of debt issue cost & |  |               |      |   |               |  
|other                             |  |               | 1.2  |   |               |  
|                                  |  |               |      |   |               |  
|Interest expense                  |  | $             | 11.0 |   |               | $
|                                  |  |               |      |   |               |  

Interest expense increased primarily for Interest on variable and fixed rate debt, which increased approximately $2.7 million during the three months and by $10.0
million during the nine months ended September 30, 2005 compared to the three
and nine months ended September 30, 2004, primarily as a result of a higher average
debt balance during 2005. The average debt balance increased by approximately
15 percent during the three months ended September 30, 2005 compared to the same
period in 2004 (from an average balance of $788.6 million for the three months ended September 30, 2004 to an average balance of $903.4 million for the three months ended
September 30, 2005) and approximately 41 percent during the nine months ended September 30, 2005 compared to the same period in 2004 (from an average balance of $627.2 million for the nine months ended September 30, 2004 to an average balance of
$885.9 million for the nine months ended September 30, 2005), due to additional financing for the acquisition of vessels.

Other

Other expense of $2.7 million for the three months and $4.1 million for the nine months ended September 30, 2005 comprised realized and unrealized gains on freight forward
agreements aggregating $0.7 million and $1.2 million for the three and nine months ended September 30, 2005, respectively, and the gain on the extinguishment of 2.875% Convertible Notes of $2.0 million and $2.9 million, for the three
and nine months ended September 30, 2005, respectively.

Segment InformationDetailed Results of Operations

OMIs segment information is detailed by its two operating segments, its crude oil tankers and product carrier fleets. OMI also manages its performance by category in the tables that
follow.

The following discussion of Vessel Operating Income (defined as TCE revenue less vessel expense, charter hire expense and depreciation and amortization) for our crude oil tanker fleet and
our product carrier or clean fleet segments excludes gain on disposal of vessels and General and administrative expenses.

Crude Oil Tankers Results of Operations

Vessel Operating Income for the Crude Oil Tankers decreased $23.8 million and $8.9 million for the three and nine months ended September 30, 2005, respectively, compared to the same
periods in 2004. The net decrease in Vessel Operating Income during the 2005 periods were primarily attributable to decreases in the Suezmax TCE revenue resulting from lower average TCE rates earned by Suezmax vessels operating in the spot market
and less earnings from four vessels disposed of in 2004 and two in 2005.  During the three and nine months ended September 30, 2005,

33

---



average TCE rates were 37% lower and 13% lower, respectively, compared to the same periods in 2004 (see Market Summary).

The following table illustrates the crude oil fleet Vessel Operating Income by vessel type (other than vessels sold), Average daily TCE, Number of TCE revenue days, Average daily vessel
expense and Average number of OMI vessels operated by the crude oil fleetfor the three and nine months ended September 30, 2005 compared to the three and nine months ended
September 30, 2004:

|BREAKDOWN BY FLEET                          |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|------------------------------------------- |  | -------------------- | ------ | ------------------- | ---- | - | ------ |  | - | ------ | - |  | - | ------
|(In thousands, except daily rates expenses, |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|number of vessels and number of days)       |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|                                            |  | FOR THE THREE MONTHS |        | FOR THE NINE MONTHS
|                                            |  | ENDED SEPTEMBER 30,  |        | ENDED SEPTEMBER 30,
|CRUDE FLEET:                                |  | 2005                 |        |                     | 2004 |   | 2005   |  |   | 2004  
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Suezmaxes-on spot and time charter:         |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|TCE revenue(1), (2)                         |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Suezmaxes-on spot *                         |  | $                    | 48.6   |                     |      | $ | 64.4   |  | $ | 202.8  |   |  | $ | 178.5 
|Suezmaxes-on time charter(3)                |  |                      | 5.5    |                     |      |   | -      |  |   | 7.9    |   |  |   | -     
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Total TCE revenue                           |  |                      | 54.1   |                     |      |   | 64.4   |  |   | 210.7  |   |  |   | 178.5 
|Vessel expenses                             |  |                      | 8.4    |                     |      |   | 4.5    |  |   | 24.9   |   |  |   | 12.3  
|Charter hire expense:                       |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Pool charter hire expense                   |  |                      | 8.1    |                     |      |   | 6.8    |  |   | 26.9   |   |  |   | 26.1  
|Charter hire expense (under operating       |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|leases)*                                    |  |                      | 7.4    |                     |      |   | 4.3    |  |   | 15.5   |   |  |   | 12.4  
|Depreciation and amortization               |  |                      | 7.8    |                     |      |   | 6.6    |  |   | 23.8   |   |  |   | 15.4  
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Vessel Operating Income                     |  | $                    | 22.4   |                     |      | $ | 42.2   |  | $ | 119.6  |   |  | $ | 112.3 
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|                                           
|Suezmaxes-on spot:                          |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Average daily TCE                           |  | $                    | 31,719 |                     |      | $ | 49,717 |  | $ | 45,085 |   |  | $ | 51,757
|Number of OMI TCE revenue days *            |  |                      | 1,285  |                     |      |   | 1,156  |  |   | 3,874  |   |  |   | 2,945 
|Number of pool member TCE revenue days(1)   |  |                      | 263    |                     |      |   | 139    |  |   | 625    |   |  |   | 503   
|                                           
|Suezmaxes-on time charter:                  |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Average daily TCE                           |  | $                    | 29,803 |                     |      |   | n/a    |  | $ | 29,667 |   |  |   | n/a   
|Number of OMI TCE revenue days              |  |                      | 184    |                     |      |   | n/a    |  |   | 265    |   |  |   | n/a   
|                                           
|Suezmaxes-on spot and time charter:         |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Average daily vessel expense(4)             |  | $                    | 7,073  |                     |      | $ | 4,690  |  | $ | 7,026  |   |  | $ | 5,072 
|Average number of wholly owned vessels      |  |                      | 13.0   |                     |      |   | 10.6   |  |   | 13.0   |   |  |   | 8.9   
|Average number of chartered-in vessels      |  |                      | 3.2    |                     |      |   | 2.0    |  |   | 3.1    |   |  |   | 2.0   
|                                           
|Handysize Crude Oil Carriers sold in 2005:  |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|TCE revenue                                 |  | $                    | -      |                     |      | $ | 2.9    |  | $ | 0.9    |   |  | $ | 8.9   
|Vessel expenses                             |  |                      | -      |                     |      |   | 0.5    |  |   | 0.2    |   |  |   | 1.8   
|Depreciation and amortization               |  |                      | -      |                     |      |   | 0.7    |  |   | -      |   |  |   | 2.1   
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Vessel Operating Income                     |  | $                    | -      |                     |      | $ | 1.7    |  | $ | 0.7    |   |  | $ | 5.0   
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Average daily TCE                           |  |                      | n/a    |                     |      | $ | 16,120 |  | $ | 16,505 |   |  | $ | 16,319
|Number of TCE revenue days                  |  |                      | n/a    |                     |      |   | 184    |  |   | 57     |   |  |   | 548   
|Average number of wholly owned vessels      |  |                      | n/a    |                     |      |   | 2.0    |  |   | n/a    |   |  |   | 2.0   
|                                           
|Other Crude Carriers sold in 2004:          |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|TCE revenue                                 |  | $                    | -      |                     |      | $ | 3.4    |  | $ | -      |   |  | $ | 19.5  
|Vessel expenses                             |  |                      | (0.3   | )                   |      |   | 0.8    |  |   | (0.3   | ) |  |   | 4.9   
|Depreciation and amortization               |  |                      | -      |                     |      |   | -      |  |   | -      |   |  |   | 2.4   
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Vessel Operating income                     |  | $                    | 0.3    |                     |      | $ | 2.6    |  |   | 0.3    |   |  | $ | 12.2  
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|                                           
|Average daily TCE                           |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Number of TCE revenue days                  |  |                      | n/a    |                     |      | $ | 28,695 |  |   | n/a    |   |  | $ | 25,835
|Average number of wholly owned vessels      |  |                      | n/a    |                     |      |   | 118    |  |   | n/a    |   |  |   | 756   
|                                            |  |                      | n/a    |                     |      |   | 1.0    |  |   | n/a    |   |  |   | 2.9   
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       
|Total Vessel Operating Income               |  | $                    | 22.7   |                     |      | $ | 46.5   |  | $ | 120.6  |   |  | $ | 129.5 
|                                            |  |                      |        |                     |      |   |        |  |   |        |   |  |   |       

34

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|    | Note: Number of operating or TCE revenue days used
to compute Average daily TCE includes waiting days and is reduced only for the
days the vessels are out of service due to drydock. Average daily vessel expenses
are  computed using the number of days in the period which OMI owned the vessel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | * includes four vessels chartered-in. Two vessels
were chartered-in beginning in September and June 2005 and two vessels continue
charters from 2004(originating in 2001 and 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(1) | Consistent with general practice in the tanker shipping
industry, we use TCE revenue (defined as voyage and time charter revenues less
voyage expenses) as a measure of equating revenue generated from a voyage charter
 to revenue generated from a time charter. TCE revenue, a non-GAAP measure, provides
more meaningful information to us than voyage revenues, the most directly comparable
GAAP measure because it assists us in making operating decisions about the  deployment
of our vessels and their performance. TCE revenues are also widely used by investors
and analysts in the tanker shipping industry for comparing financial performance
between companies and to industry averages. Voyage expenses comprise all  expenses
relating to particular voyages, including bunker fuel expenses, port fees, canal
tolls and brokerage commissions. Under time charter contracts the charterer pays
the voyage expense, with the exception of commissions, whereas under voyage
charter contracts the shipowner pays the voyage expenses. TCE revenue and expenses
includes revenue and expense generated by the Gemini pool (a Suezmax pool). The
Suezmax pool began in December 2003 and included our 15 Suezmaxes (as of September
2005 there were 13 Suezmaxes, see note (3) below) and three Suezmaxes owned by
another pool member.
|   
|(2) | In July and August 2004, three 2003 built and two
2004 built Suezmax vessels were acquired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(3) | During May 2005, two Suezmax vessels previously
operating in the spot market (Gemini pool) began operating on seven year time
charters with profit sharing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(4) | Vessel expenses are only for the owned vessels(excludes
chartered-in vessels).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   

Fluctuations in each of the crude oil tanker groups were as follows:

Suezmaxes: The decrease in Vessel Operating
 Income of $19.8 million for the three months and increase of $7.3 million for
the nine months ended September 30, 2005 over the comparable periods in 2004 was attributable to the decreases in TCE revenues of $10.3 million for the three months and increases in TCE revenue of $32.2
million for the nine months. TCE revenue decreased in the third quarter 2005
as a result of lower spot rates compared to the third quarter 2004, in addition
to two time charters that began in the second quarter of 2005 at lower TCE rates
than the current spot market. Increases in TCE revenue for the nine month period
in 2005 compared to the same period in 2004 was the result of 929 more operating
days for the Suezmax vessels acquired in 2004 and 122 more operating days for
outside pool members operating in the Gemini pool.

Increases in Vessel Operating Income were reduced by increases in vessel expense of $3.9 million for the three months and $12.6 million for the nine months in 2005 over the same 2004 periods. Expenses increased
primary because of the increase in operating days for the five Suezmax vessels acquired in the third quarter 2004, in addition to increases in crew related costs, stores (spare parts, lube oils) and insurance costs in the 2005 periods.  Charter hire
expense increased $3.1 million for the three and nine months in 2005 compared to the same 2004 periods as a result of chartering-in two vessels in June and September for a seven year period.  Charter hire expense for vessels operating in the
Gemini pool increased $1.3 million for the three months and $0.8 million for the nine months in 2005 over the same 2004 periods, primarily because of a vessel added to the pool in July 2005.

Depreciation and amortization expense increased $1.2 million for the three months and $8.4 million for the nine months ended September 30, 2005

35

---



over the same 2004 periods. Depreciation expense also increased as a result of the vessels acquired.

During May 2005, two Suezmax vessels previously operating in the spot market began seven year time charters with profit sharing.  Profit sharing for these vessels will be recognized in accordance with the time charter
contract. One of the vessels contracted in May (the SABINE) has been replaced with another Suezmax vessel (the POTOMAC) in October 2005 because the SABINE was contracted to be sold in the fourth quarter of 2005.

Handysize Crude Oil Carriers sold in 2005: Vessel
Operating Income decreased by $1.7 million for the three months and $4.3
million for the nine months ended September 30, 2005 compared to the three and
nine months ended September 30, 2004. The decrease is the result of 184 and 491
fewer operating days in the three and nine months ended September 30, 2005 compared
to the same periods in 2004, since the two vessels only operated for 57 days
in aggregate in January 2005 prior to being sold. The two vessels in this group
were on long-term time charters when they were sold.

Other Crude Carriers Sold in 2004:Vessel
Operating Income decreased by $2.3 million for the three months and $11.9 million for
the nine months ended September 30, 2005 compared to the three and nine months ended September 30, 2004.  The decrease is the result of 118 and 756 fewer operating days in the three and nine months ended September 30, 2005 compared to the same
periods in 2004. During 2004, four single hull crude oil carriers were sold; in the fourth quarter, our Ultra Large Crude Carrier (ULCC)
was sold, and in the second and third quarters three Panamax vessels were sold. Note: Amounts for vessels sold include the settlement of certain revenues and expenses, including insurance claims from prior years.

Product Carriers Results of Operations

Vessel Operating Income increased $11.7 million and $35.3 million for the three and nine months ended September 30, 2005, respectively, over the comparable periods in 2004. The increases in Vessel Operating
Income in the 2005 periods were attributable to seven product carriers acquired in 2004 and five in 2005. The increase in Vessel Operating Income was offset partially by the decrease in earnings for the two single hull product carriers that were
disposed of in 2004.

The following table illustrates the product carrier fleet Vessel Operating Income by vessel type (other than vessels sold), Average daily TCE, Number of TCE revenue days, Average daily
vessel expense and Average number of OMI vessels operated by the product carrier fleet for the three and nine months ended September 30, 2005 compared to the three and nine months ended September 30, 2004:

36

---



|BREAKDOWN BY FLEET                     |  | FOR THE THREE |        |      | FOR THE NINE 
|-------------------------------------- |  | ------------- | ------ | ---- | -------------
|                                       |  | MONTHS ENDED  |        |      | MONTHS ENDED 
|                                       |  | SEPTEMBER 30, |        |      | SEPTEMBER 30,
|PRODUCT CARRIER FLEET:                 |  | 2005          |        | 2004 |              
|                                       |  |               |        |      |              
|Products-on time and spot charter:     |  |               |        |      |              
|TCE revenue(1):                        |  |               |        |      |              
|Products-on time charter(2)            |  | $             | 37.1   |      | $            
|Products-spot(3)                       |  |               | 18.6   |      |              
|                                       |  |               |        |      |              
|Total TCE revenue                      |  |               | 55.7   |      |              
|Vessel expenses                        |  |               | 13.6   |      |              
|Depreciation and amortization          |  |               | 9.7    |      |              
|                                       |  |               |        |      |              
|Vessel Operating Income                |  | $             | 32.4   |      | $            
|                                       |  |               |        |      |              
|Products-on time charter:              |  |               |        |      |              
|Average daily TCE                      |  | $             | 19,487 |      | $            
|Number of TCE revenue days             |  |               | 1,902  |      |              
|                                      
|Products-on spot:                      |  |               |        |      |              
|Average daily TCE                      |  | $             | 23,241 |      |              
|Number of TCE revenue days             |  |               | 800    |      |              
|                                      
|Products-on time and spot charter:     |  |               |        |      |              
|Average daily vessel expense           |  | $             | 5,010  |      | $            
|Average number of wholly owned vessels |  |               | 29.6   |      |              
|                                      
|Products-sold in 2004:                 |  |               |        |      |              
|TCE revenue(1)                         |  | $             | -      |      | $            
|Vessel expenses                        |  |               | -      |      |              
|Depreciation and amortization          |  |               | -      |      |              
|                                       |  |               |        |      |              
|Vessel Operating (Loss)Income          |  | $             | -      |      | $            
|                                       |  |               |        |      |              
|                                      
|Average daily TCE                      |  |               | n/a    |      | $            
|Number of TCE revenue days             |  |               | n/a    |      |              
|Average number of wholly owned vessels |  |               | n/a    |      |              
|                                      
|Total Vessel Operating Income          |  | $             | 32.4   |      | $            
|                                       |  |               |        |      |              

|    | Note: Number of operating or TCE revenue days used
to compute Average daily TCE includes waiting days and is reduced only for the
days the vessels are out of service due to drydock. Average daily vessel expenses
are  computed using the number of days in the period which OMI owned the vessel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | Consistent with general practice in the tanker shipping
industry, we use TCE revenue (defined as voyage and time charter revenues less
voyage expenses) as a measure of equating revenue generated from a voyage charter
 to revenue generated from a time charter. TCE revenue, a non-GAAP measure, provides
more meaningful information to us than voyage revenues, the most directly comparable
GAAP measure because it assists us in making operating decisions about the  deployment
of our vessels and their performance. TCE revenues are also widely used by investors
and analysts in the tanker shipping industry for comparing financial performance
between companies and to industry averages. Voyage expenses comprise all  expenses
relating to particular voyages, including bunker fuel expenses, port fees, canal
tolls and brokerage commissions. Under time charter contracts the charterer pays
the voyage expense, with the exception of commissions whereas under voyage  charter
contracts the shipowner pays the voyage expenses.
|   
|(2) | During the three and nine months ended September
30, 2005, OMI recognized profit sharing revenue of approximately $8.1 million
and $14.7 million, respectively, compared to $7.8 million and $10.4
 million for the three and nine months ended September 30, 2004, respectively.
During May and July 2005, two handysize product carriers were acquired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) | In January, March and July 2005, two handymax and
one handysize product carrier were acquired. In February, April, July, October
and December 2004, four handysize and three handymax product carriers were  acquired                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   

37

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Fluctuations in each of the product carrier groups were as follows:

Productson time
and spot charter: Vessel Operating Income
increased $11.5 million and $37.7 million for the three and nine months
 ended September 30, 2005, respectively, over the comparable periods in 2004.
TCE revenue increased $19.8 million during the three months and $65.3
million during the nine months ended September 30, 2005 compared to the same
periods in 2004,  primarily from increases in TCE revenue days in 2005 by 709
days for the three months and 2,133 days for the nine months ended September
30, 2005 over the same 2004 periods for newly acquired vessels, seven vessels
acquired in 2004 and five vessels  acquired in 2005.

TCE revenue from vessels on spot increased $18.6 million and $63.2 million for the three and nine months ended September 30, 2005 because in 2004 all double hull product carriers
operated on time charters.  During the 2005 periods, 77 percent of the TCE revenue days in the three months and 68 percent in the nine months, were from newly acquired vessels and 23 percent of the TCE revenue days in the three months and 32 percent
in the nine months, were from vessels with completed time charters that began operating on spot during the three and nine months ended September 30, 2005, respectively.

TCE revenue for vessels on time charters increased $1.2 million and $2.1 million for the three and nine months ended September 30, 2005, also because of newly acquired vessels and
increased profit sharing for certain vessels, $0.3 million increase in profit sharing for three months and $4.3 million for the nine months ended September 30, 2005 compared to the same periods in 2004.  At the same time, TCE revenue for
vessels on time charters declined because of completion of time charters that were not renewed and began operating in the spot market or began new contracts at later dates.

At September 30, 2005, eight vessels with long-term time charters have base time charter rates with profit sharing agreements (50% profit sharing above the base rate, seeNote
(1)below).

Note (1): In accordance with SEC Staff Accounting Bulletin No. 101 Revenue Recognition in Financial Statements, we recognize the profit sharing or contingent revenue only after meeting a
threshold, which is the minimum yearly charter hire. The Company receives preliminary profit sharing after six months.  This distribution is recorded in deferred revenue (a liability) until the threshold is reached. Amounts receivable arising from
profit sharing arrangements are accrued based on the actual results of the voyages recorded as of the reporting date.

Increases in vessel expense of $5.1 million for the three months and $18.2 million for the nine months ended September 30, 2005, resulted from the twelve vessels acquired in 2004 and 2005, in addition,
increased costs primarily relating to crew expense, insurance expense and stores (spare parts, lube oils). Depreciation expense also increased as a result of the vessels acquired.

Products-sold in 2004: Vessel
Operating Income decreased $2.4 million for the nine months ended September
30, 2005 compared to the nine months ended September 30, 2004 as a result of
the sale of two single hull product carriers in August and December 2004.(Note:
Amounts for vessels sold include the settlement of certain revenues and expenses.)

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Financial Condition and Capital Resources

Liquidity

Cash Flows

The following were the
net changes in Operating, Investing and Financing Activities for the nine months
ended September 30, 2005 and September 30, 2004:

|                                     |  |  |                     |        |   |      |   |        |        |  |   |        |  
|------------------------------------ |  |  | ------------------- | ------ | - | ---- | - | ------ | ------ |  | - | ------ | -
|                                     |  |  | For the Nine Months |        |   |      |   |       
|                                     |  |  | Ended September 30, |        |   |      |   |       
|                                     |  |  | 2005                |        |   | 2004 |   |        | Change | 
|(In millions)                        |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Condensed Cash Flows                 |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Provided (Used) by:                  |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Operating Activities                 |  |  | $                   | 241.5  |   |      | $ | 176.6  |        |  | $ | 64.9   |  
|Investing Activities                 |  |  |                     | (93.5  | ) |      |   | (570.9 | )      |  |   | 477.4  |  
|Financing Activities                 |  |  |                     | (161.5 | ) |      |   | 387.6  |        |  |   | (549.1 | )
|                                     |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Net Decrease in Cash and Cash        |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Equivalents                          |  |  |                     | (13.5  | ) |      |   | (6.7   | )      |  |   | (6.8   | )
|Cash and Cash Equivalents at the     |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Beginning of the Year                |  |  |                     | 41.8   |   |      |   | 48.8   |        |  |   | (7.0   | )
|                                     |  |  |                     |        |   |      |   |        |        |  |   |        |  
|Cash and Cash Equivalents at the End |  |  |                     |        |   |      |   |        |        |  |   |        |  
|of the Period                        |  |  | $                   | 28.3   |   |      | $ | 42.1   |        |  | $ | (13.8  | )
|                                     |  |  |                     |        |   |      |   |        |        |  |   |        |  

Working Capital

The primary components of working capital are Cash and cash equivalents (Cash), Traffic receivables and Vessels held for sale offset by current liabilities. We supplement
working capital requirements with borrowings under our revolving credit facilities (see Long-Term Debt Obligations) and other borrowings. Cash of $28.3 million at September 30, 2005 decreased $13.5 million from $41.8 million
at December 31, 2004 as excess cash was primarily used to repurchase common stock and convertible notes. Net cash provided by operating activities of $241.5 million for the nine months ended September 30, 2005 increased $64.9 million
compared to $176.6 million for the nine months ended September 30, 2004, primarily from significantly higher net earnings of the Company (see Results of Operations) and decreases in Traffic receivables for cash received during the
nine months ended September 30, 2005 for balances as of December 31, 2004. Our working capital increased by $3.2 million from $38.8 million at December 31, 2004 to $42.0 million at September 30, 2005. The increase in working capital is
the result of an increase in Current Assets of $49.6 million and an increase in Current Liabilities of $46.4 million.  At September 30, 2005, Current Assets increased primarily from increases in Vessels held for sale of $82.2 million
(for the PECOS and SABINE), partially offset by decreases in Traffic receivables of $33.1 million and Cash of $13.5 million and other current assets. At September 30, 2005, Current Liabilities increased primarily because of Accounts payable
of $10.0 million and Other accrued expense of $32.5 million, which includes accruals of $18.1 million for stock repurchases and $14.6 million accrued for convertible notes repurchased that settled in October 2005. Increases relating
to certain current assets and liabilities are attributable to timing differences of cash receipts and disbursements and accruals for revenue and expenses in a particular period and are not necessarily comparable between periods.

Our current intention, subject to the Companys financial condition, the amount of funds generated from operations, the level of capital expenditures and approval by our Board of
Directors, is to continue to pay

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a regular quarterly dividend to holders of our common stock. It is also our intention to buy back shares opportunistically and repay debt with excess cash. In the nine months ending September 30, 2005, the Company
repurchased 7,744,000 common shares for an aggregate of $139.0 million, under share repurchase programs approved by the Board of Directors, see Acquisition and Retirement of Treasury Stock. Total debt repaid in the nine months ending September
30, 2005 included unscheduled payments on bank debt of $110.0 million and early extinguishment of Convertible Notes of $63.8 million, see Long-Term Debt Obligations and Credit Arrangements sections below for more details.

As of September 30, 2005, the Company had total estimated capital commitments to acquire vessels of $115.6 million. The Company has total estimated capital expenditures aggregating
approximately $12.64 million for the remainder of 2005, which includes installment payments for vessels under construction and drydock costs.  For 2006, our estimated capital expenditures for five product carriers currently under construction to
be delivered in 2006 and 2006 estimated drydock costs (see Capital Expenditures section) are $109.5 million.  During the nine months ended September 30, 2005, we received proceeds from the disposal of two vessels of approximately $36.8
million and estimate net proceeds of approximately $137.9 million upon the sale of the two Suezmax vessels in the fourth quarter of 2005.

Vessels, Construction in Progress (CIP) and Other Property

At September 30, 2005, Vessels (including Vessels held for sale), CIP and Other Property-net of $1,656.3 million increased a net of $51.8 million (including the increase in
accumulated depreciation of $49.3 million from current period depreciation and amortization expense) from $1,604.5 million at December 31, 2004. Capital expenditures of approximately $134.4 million during the nine months ended September
30, 2005 were primarily for the final payment for five newbuildings, installment payments for vessels under construction, capital improvements and capitalized interest. Vessels, net of accumulated depreciation, decreased approximately $33.6
million due to the sale of our two handysize non-double hull crude oil carriers in January 2005.

Cash used by investing activities was $93.5 million for the nine months ended September 30, 2005, compared to cash used by investing activities of $570.9 million for the nine months
ended September 30, 2004. During the 2005 period, $134.4 million was used for capital expenditures as follows:

- $116.5 million was used for the purchase of five product carrier newbuildings delivered,
- $12.8 million was paid for vessels under construction, and
- $5.1 million was used for capital expenditures for improvements to existing vessels and capitalized interest.

Cash used by investing activities of $570.9 million for the nine months ended September 30, 2004, was primary for the acquisition of the five Suezmax vessels ($353.6 million) and
deposits/installment payments for seven product carriers under construction ($105.4 million), in addition to final payments for the delivery of three product carriers and the purchase of a 2004 product carrier.

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Long-Term Debt Obligations and Credit Arrangements

As of September 30, 2005, long-term debt obligations decreased $39.3 million to $901.1 million from $940.4 million at December 31, 2004. Long-term obligations at September 30,
2005, consisted of the following:

- Term loans of $410.8 million under bank mortgage agreements at a margin plus variable rates(1),(2)above the London Interbank Offering Rate (LIBOR);
- Reducing revolving facilities of $104.0 million under bank mortgage agreements at a margin plus variable rates(1),(2)above LIBOR;
- 7.625% Unsecured Senior Notes due December 2013 of $200.0 million and
- 2.875% Unsecured Convertible Senior Notes due December 2024 of $186.3 million.

Note: As of September 30, 2005, the available undrawn amount under all revolving facilities the Company aggregated $579.8 million.

(1)Rates for the nine months ended September 30, 2005 ranged from 2.77 percent to 4.9875 percent (including margins).

(2)As of September 30, 2005, OMI had interest rate swaps for various loans with notional amounts aggregating $103.3 million (not including $62.4 million
that begins in February 2006). The interest rate on these swaps range from 2.90 percent to 4.86 percent, and the maturity dates range from October 2005 to July 2009.

In October 2005, two variable rate term loans, collateralized by three vessels, were amended and will be fixed rate loans for the next five years at which time they will revert to floating rate loans. The fixed rate
for one term loan with an outstanding balance aggregating $26.5 million and maturing in October 2013 is 4.65 percent and the fixed rate for the other term loan with an outstanding balance of $29.1 million and maturing in August 2011 is 4.67
percent.

OMI Corporation has two reducing revolving credit facilities collateralized by vessels. On May 11, 2005, we amended and restated our $348 Facility with an original due date of July 27,
2006 and an available balance of $154.4 million with a ten year $320 million collateralized reducing revolving credit facility (the "$320 Facility"). Additionally, in April 2005, we repaid a $24 million term loan, with an original
maturity of April 2009, on a vessel and included that and two new recently delivered product carriers as collateral under the modified $320 Facility. Borrowings under the $320 Facility bear interest at LIBOR plus a margin of 0.675% . As of
September 30, 2005, the available and undrawn amount under the $375 Facility was $363.8 million. During the fourth quarter of 2005, as a result of the sale of the PECOS and SABINE, the available amount under this facility was reduced by an
aggregate of $65.3 million. The semi-annual payments will also be reduced to $9.2 million and the remaining balloon payment at maturity in November 2023 will be $132.3 million.

During the nine months ended September 30, 2005, seven of our term loans were amended to reduce the margin above LIBOR to 0.675% and modify

41

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certain covenants (consistent with loans entered into in 2005).  We also extended two term loans by four years each to 2013 and 2015.

Cash used by financing activities was $161.5 million for the nine months ended September 30, 2005, compared to cash provided by financing activities of $387.6 million for the nine
months ended September 30, 2004. During the nine months ended September 30, 2005, we made $199.9 million in principal payments ($23.7 million were scheduled payments and $110.0 million were unscheduled prepayments on revolving credit
facilities, $44.4 million payments were for early extinguishment of 2.875% Convertible Notes and $21.8 million in prepayments of a term loan now collateralized by the $320 Facility).  During the nine months ended September 30, 2005, we
received proceeds of $180.0 million; $134.0 million from our revolving credit facilities and $46.0 million from a term loan.

During the nine months
ended September 30, 2005, the Company made unscheduled prepayments on revolving
credit facilities aggregating $110.0 million; $95.0
million (comprising the $80.0 million outstanding
balance at December 31, 2004, which was paid in January and February, and $15.0
million in July) on our $375 Facility and $15.0
million in September on our $320 Facility.

During the nine months ended September 30, 2005, the Company drew down an aggregate of $180.0 million; $134.0 million on our revolving credit facilities; $119.0 million in the second and third quarters from
our $320 Facility and $15.0 million on our $375 Facility. During October 2005, we drew down an additional $100.0 million.In May and July 2005, we drew
down $23.0 million ($46.0 million in aggregate) on our $70.8 million term loan, relating to the acquisitions of the FOX and TEVERE.

During the nine months ended September 30, 2004, cash provided by financing activities was $387.6 million. During the nine months ended September 30, 2004, we made $189.0 million in
principal payments ($18.2 million were scheduled payments and $170.8 million were unscheduled prepayments on our revolving lines of credit) and received $461.7 million in proceeds from the issuance of debt; $250.0 million in proceeds
from a bridge loan and $137.3 million in draw downs under from our $348 revolving facility, which were used for initial payments for the Athenian  and Arcadian acquisitions as well as for working capital purposes and $74.4 million in
proceeds from term loans, which were used for the purchase of three vessels. We received proceeds of $140.1 million from issuance of 12,204,000 shares of common stock and the exercise of stock options, which were also used for the third quarter
acquisitions.

During the nine months
ended September 30, 2005, we paid cash of $120.9 million to repurchase 6,744,000
shares of common stock and approximately $19.5 million of cash dividends
paid to shareholders in January  2005, April and July 2005. During October
and November 2005, we repurchased 4,505,000 shares of common stock at an average
price of $17.60 per share, aggregating approximately $79.3 million.

Our debt to total capitalization (debt and stockholders equity) at September 30, 2005 was 54 percent and net debt (total debt less cash and cash equivalents) to total net
capitalization (total capitalization less cash and cash equivalents) was 53 percent. As of November 4, 2005, we had approximately $473.7 million in available liquidity (including cash and undrawn available lines of credit). We expect to use cash
from operations, undrawn balances available to us through our revolving facilities, or committed bank debt to finance capital expenditures. Since we have not borrowed all funds available under these two revolving facilities, there are currently no
quarterly future payments due in the next 12 months.

We repurchased an additional $41.5 million of the Convertible Notes in the fourth quarter of 2005, (as of November 4, 2005), and will recognize a gain on the extinguishment of notes of
approximately $1.9 million.

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Unsecured Senior Notes and Subsidiary Guarantees

On November 26, 2003, the Company issued $200.0 million of 7.625% Senior Notes (the "Notes") due December 1, 2013, with allowances for optional redemptions on or after December 1, 2008.
 The Notes accrue interest at the rate of 7.625% per year, payable semiannually in arrears on June 1 and December 1.  The Notes are general unsecured, senior obligations of the Company. The Notes are guaranteed fully and unconditionally as well as
jointly and severally by substantially all of the Companys current and future subsidiaries. Any subsidiaries of the Company, other than the subsidiary guarantors, are minor within the meaning of Rule 3-10 of Regulation S-X under the Securities
Act. The Senior Notes are subject to certain covenants that among other things, limit the type and amount of additional indebtedness that may be incurred by the Company and the restricted subsidiaries and impose certain limitations on sales or
transfers of assets and certain payments, the ability of the Company to enter into sale and leaseback transactions and certain mergers, consolidations and purchases of assets. The Company has no independent assets or operations within the meaning of
Rule 3-10 of Regulation S-X under the Securities Act.

All of our loan agreements contain restrictive covenants as to cash, net worth, maintenance of specified financial ratios and collateral values. As of September 30, 2005, we were in
compliance with all covenants.

As of September 30, 2005, we had various interest rate swaps aggregating $165.7 million (which includes a notional amount of $62.4 million for an interest rate swap that commences in February 2006) on various
debt tranches with a range of 2.9% to 4.86% expiring from October 2005 to August 2012. The Company pays fixed-rate interest amounts and receives floating-rate interest amounts based on three month LIBOR settings (for a term equal to the swaps
reset periods). As of September 30, 2005, the fair market value of the interest rate swaps resulted in a net unrealized gain of $2.2 million (an asset of $2.6 million and a liability of $0.4 million).  The unrealized gain was recorded to
Other comprehensive income.

Forward Freight Agreements

At September 30, 2005, the FFAs had an aggregate notional value of $27.7 million, which is an aggregate of both long and short positions that extend to December 2005. The notional
amount is based on a computation of the quantity of cargo (or freight) the contract specifies, the contract rate (based on a certain trade route) and a flat rate determined by the market on an annual basis. Each contract is mark to market for the
specified cargo and trade route. The fair value of forward freight agreements is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date.As of September 30, 2005, the Company has recorded an asset of $0.4 million and a liability of $0.4 million related to the fair market value of these economic hedges. The Company has recorded the aggregate net
realized and unrealized gain of $0.7 million and $1.3 million, for the three and nine months ended September 30, 2005, respectively, which is classified as Other (Expense) Income on the Condensed Consolidated Statements of Income for the
three

43

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and nine months ended September 30, 2005. We had no FFAs during the three and nine months ended September 30, 2004.

From October 1, 2005 to November 4, 2005, the Company committed to additional forward freight agreements with an aggregate notional amount of $4.7 million. These forward freight
agreements expire by December 2005.

Currently, OMI has time
charter contracts for 24 vessels, 10 with profit sharing arrangements. The contracted
TC revenue schedule below does not
include any estimates for profit sharing in the future periods; however, profit
sharing of approximately $14.7 million earned during the nine months ended
September 30, 2005 is included. We have reduced future contracted revenue for
any estimated off-hire days relating to drydocks.The
following table reflects our actual results of 2005 through the third quarter
and current contracted time charter revenue through 2009:





|                     |  | 2005 |       | 2006 |   | 2007  |  | 2008 |       | 2009 |   |      | 
|-------------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ---- | 
|                     |  |      |       |      |   |       |  |      |       |      |   |      | 
|(in millions)        |  |      |       |      |   |       |  |      |       |      |   |      | 
|TC Revenue           |  | $    | 138.0 |      | $ | 144.2 |  | $    | 124.7 |      | $ | 95.6 | 
|Number of Vessels(a) |  |      | 24    |      |   | 21    |  |      | 19    |      |   | 13   | 

|(a) | Number of vessels at the end of each year assuming
no additional extensions or new charters.                 
|--- | -------------------------------------------------------------------------------------------------------------
|   
|(b) | The remaining eight charters expire as follows:
six charters will expire in 2010 and two will expire in 2012.
|   

We recognize profit sharing, if any, for each vessel with a profit sharing provision in the time charter contract when the minimum threshold is met, which is the minimum charter hire
revenue. Historically, we have recognized profit sharing on or about the anniversary of each time charter contract. The table below reflects the number of vessels profit sharing we expect to record by quarter:

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|               |  | 2005 |  | 2006 |  | 2007 |  | 2008 |  | 2009
|-------------- |  | ---- |  | ---- |  | ---- |  | ---- |  | ----
|               |  |      |  |      |  |      |  |      |  |     
|              
|First Quarter  |  | 1    |  | 1    |  | 1    |  | 1    |  | 1   
|Second Quarter |  | 1    |  | 5    |  | 5    |  | 4    |  | 4   
|Third Quarter  |  | 3    |  | 4    |  | 2    |  | 2    |  | 2   
|Fourth Quarter |  | -    |  | -    |  | -    |  | -    |  | -   
|               |  |      |  |      |  |      |  |      |  |     
|              
|Total          |  | 5    |  | 10   |  | 8    |  | 7    |  | 7   
|               |  |      |  |      |  |      |  |      |  |     

Capital Expenditures

2005 Drydocks

OMI evaluates certain vessels to determine if a drydock, special survey, both a drydock combined with a special survey or a postponement is appropriate for each vessel. We have vessels
inspected and evaluated regularly in anticipation of a drydock during the year.  Currently, we anticipate the completion of the drydock of one vessel which began in September 2005 and drydocking two additional vessels in the fourth quarter of 2005,
for an estimated aggregate cost of $1.4 million. The vessels (two product carriers on time charters) are expected to incur up to approximately 59 off-hire days in the fourth quarter.

Currently, we estimate drydock cost (in millions) for 2006 to be approximately $5.1 million, with the allocation of off-hire days to be approximately 235 days. The breakdown by vessel
segment and charter type (spot or TC) for the Crude oil Fleet and Product Carrier fleet is as follows:

|                 |  | Number of Days  |  | Number of Days  |     | Projected
|---------------- |  | --------------- |  | --------------- | --- | ---------
|                 |  | 1stHalf of 2006 |  | 2ndHalf of 2006 |     | Costs    
|                 |  |                 |  |                 |     |          
|                 |  |                 |  |                 |     |          
|Crude Oil Fleet: |  |                 |  |                 |     |          
|Suezmax-spot     |  | 40              |  |                 | 20  |          
|Suezmax-TC       |  | 20              |  |                 | n/a |          
|Clean Fleet:     |  |                 |  |                 |     |          
|Products-TC      |  | 40              |  |                 | 115 |          
|Products-Spot    |  | n/a             |  |                 | n/a |          
|                 |  |                 |  |                 |     |          
|Total            |  | 100             |  |                 | 135 |          
|                 |  |                 |  |                 |     |          

Capital Expenditures for Vessel Acquisitions

At September 30, 2005, OMI had commitments to construct five vessels; four handymax and one handysize product carriers which are scheduled to be delivered in 2006 (three in the first quarter and two in the second
quarter).  The contract costs for the five vessels aggregated $183.3 million. As of September 30, 2005, payments of $67.7 million had been made on these contracts, $12.6 million of which was paid during the nine months ended September
30, 2005. Bank financing or operating cash will provide the additional amounts to be paid.

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As of September 30, 2005, future construction installment and delivery payments, before financing, if any, (in millions) are as follows:

|                         |  | Payments     
|------------------------ |  | -------------
|                         |  |              
|Year                     |  | (in millions)
|                         |  |              
|2005                     |  | $            
|2006                     |  |              
|                         |  |              
|Total Remaining Payments |  | $            
|                         |  |              

On September 8, 2005, the Board of Directors of OMI declared a dividend on its common stock or $0.08 per share to shareholders based on the number of common shares outstanding of
79,922,000 to holders of record on September 29, 2005. As of September 30, 2005, $6.4 million was accrued for dividends payable and included in other current liabilities in the Condensed Consolidated Balance Sheets.  The dividend was paid on
October 12, 2005. The first quarter cash dividend of $6.8 million was paid on April 12, 2005, and the second quarter dividend of $6.6 million was paid on July 13, 2005.

Acquisition and Retirement of Treasury Stock

The Company has a stock buy back and retirement program in place. The following table illustrates repurchases by Board authorized programs for the nine months ended September 30,
2005:

|                  |  |                 |  | Total Shares |  |               |      
|----------------- |  | --------------- |  | ------------ |  | ------------- | -----
|Board             |  | Amount          |  | Repurchased  |  | Costs For    
|Authorization     |  | Authorized      |  | 9 Mos. 2005  |  | Repurchases  
|                  |  |                 |  |              |  |              
|                  |  |                 |  |              |  | (in millions)
|December 2004     |  | 4,250,000 Shrs. |  | 4,250,000    |  | $             | 78.3 
|August 2005(1)    |  | 3,000,000 Shrs. |  | 3,000,000    |  |               | 51.8 
|September 2005(1) |  | $70,000,000     |  | 493,900      |  |               | 8.9  
|                  |  |                 |  |              |  |               |      
|Total             |  |                 |  | 7,743,900    |  | $             | 139.0
|                  |  |                 |  |              |  |               |      
|Average           |  |                 |  |              |  |               |      
|Price Per Share   |  |                 |  |              |  | $             | 17.95

(1) Note: 1,000,000 shares repurchased in September 2005, aggregating $18.1 million settled in October 2005.  The amount was accrued and was recorded in the Condensed Consolidated
Balance Sheet in Other accrued expenses in current liabilities classification.

During October and November 2005, we repurchased 4,505,000
shares of common stock at an average price of $17.60 per share, aggregating
approximately $79.3
million. During October 2005, the Board of Directors issued a new authority to
purchase up to
$70.0 million of additional shares of common stock, $53.5
million remains under this authority.

Restricted Stock

In 2003, the 2003 Stock Incentive Plan was approved. This plan provides for the granting of options to officers, employees, consultants and Directors for restricted shares and stock
options. The total number of shares that may be awarded under the Plan are 4,000,000 of which 1,400,000 shares of stock may be awarded as restricted stock. We have not granted

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any stock options under this plan in 2003, 2004 or 2005.  No additional restricted shares or options may be granted pursuant to any prior Company plan.

The Company has granted restricted stock to certain of its employees, executive officers and directors under the 2001 Restricted Stock Plan and the 2003 Stock Incentive Plan. At September
30, 2005, there were 1,943,119 shares of restricted stock outstanding at an average fair value at grant date of $11.12 per share.

Other Commitments and Contingencies

Please refer to the appropriate sections within the Financial Condition and Capital Resources section for other commitments disclosed (i.e. for capital expenditures relating to vessel
purchases under current construction contracts see Capital Expenditures section.)

Athenian Arbitration

The Company terminated an agreement to acquire one of the Suezmax vessels it was to acquire in August 2004 from Athenian Sea Carriers Ltd., as delivery was not tendered in accordance with
the requirements of the agreement. In September 2005, the dispute relating to the failed delivery of the Suezmax tanker was settled. The Companys deposit of $6.5 million (previously classified as restricted cash and included in the
Condensed Consolidated Balance Sheet in Other assets and deferred charges) was returned to OMI, together with interest.  No other payments were made by either party.  There is no material impact on the Company resulting from the
settlement.

In September 2005, the Company reached an agreement with one of its insuring Protection and Indemnity Associations (P & I club) in respect of costs and expenses relating to
the investigation by the U.S. Government of certain insured ships which culminated in a plea agreement and fine paid for a violation by the crew of the vessel GUADALUPE of the Act to Prevent Pollution from Ships. In 2003, the Company expensed a fine
it paid to the U.S. Government in the amount of $4.2 million and associated costs. In the fourth quarter of 2005, the Company will receive $1.0 million from the settling insurer. We have recognized a $0.6 million gain (which reflects
associated expenses of $0.4 million) in the Condensed Consolidated Statements of Income, for the three and nine months ended September 30, 2005 from the insurance recovery. A claim against another P & I club relating to the same incident was
rejected by that insurer and the Company has commenced an arbitration seeking recovery on the claim. At September 30, 2005, no amounts have been recorded nor will any be recognized until the arbitration has been decided or settled.

OMI and certain subsidiaries are defendants in various actions arising from shipping operations.  Such actions are covered by insurance or, in the opinion of management; the ultimate
resolution of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Management accrues an estimate of expense for any matters that are considered probable of occurring
based on the facts and circumstances.

47

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Contractual Obligations

The following table lists contractual obligations by required payment periods as of September 30, 2005:

|Payments Due By Period           
|---------------------------------
|                                 
|                                 
|                                 
|(in millions)                    
|Contractual Obligations          
|Long Term Debt                  
|Interest on Fixed Rate Debt      
|Interest on Variable Rate Debt(1)
|Operating Leases(2)              
|Purchase Obligations(3)          

|(1) | Variable rate interest is based on a projected LIBOR
rate of 4.67 percent plus applicable margins.                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Contractual obligations relating to future minimum
lease payments required by year, under operating leases subsequent to September
30, 2005, includeleasesfor the chartering-in of vessels and the lease obligation
for our office space and are not included as liabilities on the Consolidated
Balance Sheet, since such payments relate to services to be provided in the
future.
|   
|(3) | Purchase obligations relate to contracts to construct
vessels. Future payments required are related to future services to be performed
and are not reflected on the Consolidated Balance Sheet as  Liabilities.                                                                                                                                                                     
|   

In February 2005, OMI agreed to time charter-in for seven years two new Suezmax vessels, which will operate in the Gemini pool. One vessel was delivered in June 2005 and the other was delivered in September 2005. OMI
has options to extend the term of the time charters and/or to acquire the vessels.

During April 2005, we signed a new lease for existing and additional office space at our corporate office in Stamford, Connecticut. The lease was extended from December 2006 to February
2017, which increased our commitment for the period from August 2005 to February 2017 by $14.4 million (seeContractual Obligationsabove).

As of September 30, 2005, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a) (4) (ii) of SEC Regulation S-K.

Letters of Credit - In the normal course of business, we arranged for the issuance of a letter of credit by a bank for $1.2 million as collateral, as required by certain of our operations.

Effects of Inflation

The Company does not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future. Inflation has a moderate impact on operating expenses,
drydocking expenses and corporate overhead.

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Newly Issued Accounting Principles

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)), as
amended. This Statement requires companies to expense the estimated fair value of stock options and similar equity instruments issued to employees. Currently, companies are required to calculate the estimated fair value of these share-based payments
and can elect to either include the estimated cost in earnings or disclose the pro forma effect in the footnotes to their financial statements. The fair value concepts were not changed significantly in FAS 123(R); however, in adopting this Standard,
companies must choose among alternative valuation models and amortization assumptions. We do not expect the adoption of SFAS 123(R) to have a material adverse impact on our net income and earnings per share.

On April 14, 2005 the U.S. Securities and Exchange Commission (the SEC) announced a deferral of the effective date of FAS 123(R) for calendar year companies until the beginning
of 2006 and this pronouncement will apply to all awards existing as of the adoption date, as well as those granted and modified after the adoption date.

Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act) and the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provided for under these sections. These statements may include
words such as believe, estimate, project, intend, expect, plan, anticipate, and similar expressions in connection with any discussion of the timing or nature of
future operating or financial performance or other events. Our forward-looking statements include, without limitation:

- estimates of future earnings and cash flows and the sensitivity of earnings and cash flows to charter rates;
- estimates of when new vessels will be delivered by shipyards to the Company and when they may be chartered by customers;
- estimates of when vessels may be contracted for sale and delivered to buyers;
- estimates of when laws, regulations or commercial decisions may remove older vessels from markets or enhance the value or earnings of double
hulled vessels;
- statements as to the projected development of the Companys strategy and how it may act to implement its strategy;
- estimates of future costs and other liabilities for certain environmental matters and investigations and the expectations concerning insurance
coverage therefor;
- estimates relating to expectations in world economic activity, growth in the demand for crude oil and petroleum products and their affect upon
tanker markets;
- estimates of the number of drydockings of vessels, their costs and the number of related off-hire days;
- estimates of capital requirements and the sources of the funding;

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- statements regarding financial hedges and their affects.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our
forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. Such risks include,
but are not limited to, supply of tankers, demand for their use, world economic activity, breakdown of vessels and resultant time out of service as well as repair cost, availability and cost of insurance, governmental regulation, customer
preferences and availability and cost of financing.

All subsequent written and oral forward-looking statements attributable to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements. We disclaim
any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

The Company is exposed to market risk from changes in interest rates, which could impact its results of operations, financial condition and cash flow. The Company manages its ratio of
fixed to floating rate debt with the objective of achieving a mix that reflects management's interest rate outlook at various times. To manage this mix in a cost-effective manner, the Company, from time-to-time, enters into interest rate swap
agreements, in which it agrees to exchange variable interest rates based on agreed upon notional amounts. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes. At September 30,
2005, the floating rate debt, taking into account the interest rate swaps referred to herein, was $411.5 million of the $901.1 million total debt, and we had interest rate swaps relating to the floating rate debt of $165.7 million
(including $62.4 million on interest rate swaps that commences in 2006). At December 31, 2004, the floating rate debt was $490.4 million, and we had interest rate swaps relating to the floating rate debt of $192.2 million (including
$62.4 million on interest rate swaps that commences in 2006). Based on the floating rate debt at September 30, 2005, a one-percentage point increase in the floating interest rate would increase interest expense by $4.1 million per
year.

The fair market value of the fixed rate debt on the balance sheet was $379.8 million as of September 30, 2005, and $454.6 million as of December 31, 2004, respectively.

Our policy is to manage interest rate risk through the use of interest rate derivatives based upon market conditions. We use interest rate swaps to manage the impact of interest rate
changes on borrowings under our variable rate credit facilities. The interest rate swaps are entered into with a group of financial institutions with investment grade credit ratings, thereby minimizing the risk of credit loss. We have entered into
certain interest rate derivative transactions with certain financial institutions to manage the impact of interest rate changes on variable rate debt.

The table below provides information about interest rates, including our debt obligations and interest rate swaps at September 30, 2005. For

50

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debt obligations, the table presents principal cash
flows and related weighted average interest rates by expected maturity dates.
For interest rate swaps, the table presents notional amounts and weighted average interest
rates by expected contractual maturity dates.

|Expected Maturities(1) 
|-----------------------
|                       
|                       
|In millions            
|                       
|Long-Term Debt:        
|Fixed-Rate Debt        
|Average Interest Rate  
|                       
|Variable Rate Debt(2)  
|                       
|Interest Rate Swaps:(3)
|Contract Amount        
|Average Fixed Pay Rate 

|(1) | These are the expected maturities based on the balances
as of September 30, 2005.                                
|--- | -----------------------------------------------------------------------------------------------------------------
|   
|(2) | The interest rates for the variable rate debt are
based on LIBOR contracts, which range from 30 days to one year.
|   
|(3) | Excludes $62.4m swap beginning in February 2006.                                                                 
|   

Spot Market Rate Risk

We use written forward freight agreements (FFAs) as a hedge to protect against the change in spot market rates earned by some of our vessels. FFAs involve contracts to provide
theoretical voyages at fixed rates thus hedging a portion of the Companys exposure to the spot charter market. At September 30, 2005, the FFAs had an aggregate notional value of $27.7 million and extend to December 2005. The fair value of
FFAs is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date.As of September 30, 2005, the Company has recorded
an asset of $0.4 million and a liability of $0.4 million related to the fair market value of these economic hedges and a realize and unrealized gain of $0.7 million and $1.3 million for the three and nine months ended September 30,
2005, respectively, which is classified as Other (under Other (Expense) Income) on the Condensed Consolidated Statements of Income.

From October 1, 2005 to November 4, 2005, the Company committed to additional forward freight agreements with an aggregate notional amount of $4.7 million. These forward freight
agreements expire by December 2005.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), is recorded, summarized and processed within time periods specified in the SEC's rules and forms. As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation, under the supervision and
with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act). Based upon this evaluation, our chief executive officer and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect,
our internal controls over financial reporting.

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PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

Athenian Arbitration

The Company terminated an agreement to acquire one of the Suezmax vessels it was to acquire in August 2004 from Athenian Sea Carriers Ltd., as delivery was not tendered in accordance with
the requirements of the agreement.  In September 2005, the arbitration dispute relating to the failed delivery of the Suezmax tanker was settled.  The Companys deposit of $6.5 million (previously classified as restricted cash and included
in the Condensed Consolidated Balance Sheet in Other assets and deferred charges) was returned to OMI, together with interest.  No other payments were made by either party.  There is no material impact on the Company resulting from the
settlement.

Item 2 - Changes in Securities and Use of Proceeds

Stock Repurchases

During 2005, OMI repurchased
common stock under three authorities; (1) in December 2004, the Board of Directors
(the Board) approved the purchase of up to 4,250,000 of the outstanding
shares of the  Companys common stock (2) in August 2005, the Board approved
the purchase of up to 3,000,000 of the outstanding shares and (3) in September
2005, the Board authorized $70,000,000 to be expended on the repurchase of
common stock. As of  September 30, 2005, the Company had repurchased an aggregate
of 7,744,000 shares and $61,081,000 remained available for repurchase under
the September $70,000,000 authority. During October 2005, the Board of Directors
authorized a new  authority to expend $70,000,000 for the repurchase of additional
shares of common stock. As of November 4, 2004, an additional 4,505,000 shares
were purchased in the fourth quarter and $53,451,000 remains available under
the October authority. The following table shows the monthly 2005 stock repurchase
activity:

|               |  |                  |  |                |       |                 | Total Number of  |              | Maximum Number 
|-------------- |  | ---------------- |  | -------------- | ----- | --------------- | ---------------- | ------------ | ---------------
|               |  |                  |  |                |       |                 | Shares Purchased |              | of Shares that 
|               |  |                  |  |                |       |                 | As Part of       |              | May Yet Be     
|               |  |                  |  |                |       |                 | Publicly         |              | Purchased Under
|               |  | Total Number of  |  | Average Price  |       | Announced Plans |                  | the Plans or
|Period         |  | Shares Purchased |  | Paid per Share |       | or Program      |                  | Programs    
|               |  |                  |  |                |       |                 |                  |              |                
|4,250,000      |  |                  |  |                |       |                 |                  |              |                
|Authority:     |  |                  |  |                |       |                 |                  |              |                
|              
|March 2005     |  | 312,000          |  | $              | 18.14 |                 | 312,000          |              |                
|April 2005     |  | 1,148,000        |  |                | 18.57 |                 | 1,148,000        |              |                
|May 2005       |  | 1,819,000        |  |                | 18.54 |                 | 1,819,000        |              |                
|June 2005      |  | 234,000          |  |                | 19.33 |                 | 234,000          |              |                
|July 2005      |  | 295,000          |  |                | 18.02 |                 | 295,000          |              |                
|August 2005    |  | 442,000          |  |                | 17.52 |                 | 442,000          |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|Total          |  | 4,250,000        |  | $              | 18.42 |                 | 4,250,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|              
|3,000,000      |  |                  |  |                |       |                 |                  |              |                
|Authority:     |  |                  |  |                |       |                 |                  |              |                
|              
|August 2005    |  | 1,824,000        |  |                | 16.74 |                 | 1,892,000        |              |                
|September 2005 |  | 1,176,000        |  |                | 18.09 |                 | 1,176,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|Total          |  | 3,000,000        |  | $              | 17.27 |                 | 3,000,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                

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|               |  |                  |  |                |       |                 | Total Number of  |              | Maximum Number 
|-------------- |  | ---------------- |  | -------------- | ----- | --------------- | ---------------- | ------------ | ---------------
|               |  |                  |  |                |       |                 | Shares Purchased |              | of Shares that 
|               |  |                  |  |                |       |                 | As Part of       |              | May Yet Be     
|               |  |                  |  |                |       |                 | Publicly         |              | Purchased Under
|               |  | Total Number of  |  | Average Price  |       | Announced Plans |                  | the Plans or
|Period         |  | Shares Purchased |  | Paid per Share |       | or Program      |                  | Programs    
|               |  |                  |  |                |       |                 |                  |              |                
|              
|$70,000,000    |  |                  |  |                |       |                 |                  |              |                
|Authority:     |  |                  |  |                |       |                 |                  |              |                
|              
|September 2005 |  | 494,000          |  |                | 18.06 |                 | 494,000          |              |                
|October 2005   |  | 3,503,000        |  |                | 17.44 |                 | 3,503,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|Total          |  | 3,997,000        |  | $              | 17.51 |                 | 3,997,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|              
|              
|$70,000,000    |  |                  |  |                |       |                 |                  |              |                
|Authority: (a) |  |                  |  |                |       |                 |                  |              |                
|              
|October 2005   |  | 96,000           |  |                | 18.22 |                 | 96,000           |              |                
|November 2005  |  | 906,000          |  |                | 18.16 |                 | 906,000          |              |                
|               |  |                  |  |                |       |                 |                  |              |                
|Total          |  | 1,002,000        |  | $              | 18.17 |                 | 1,002,000        |              |                
|               |  |                  |  |                |       |                 |                  |              |                

(a) Remaining shares in each month represent the remaining dollar amount authorized and the average purchase price in the related month.

Restricted Stock

During the nine months ended September 30, 2005, the Company awarded 622,847 shares of restricted stock to senior officers, directors and employees pursuant to the Companys 2003 Stock
Incentive Plan; 592,847 shares were awarded in May 2005 at fair value, average grant price of $19.00 per share and 30,000 shares were awarded in February 2005 (20,000 shares were forfeited during the same period) fair value, average grant price
of $18.30 per share.

Item 3 - Defaults upon Senior Securities

Item 4  Submission of Matters to a Vote of Security Holders

None.

Item 5 - Other Information

In October 2005, the Board of Directors of the Company established an Executive Committee comprising the Chairman and two non-executive directors to act as the Board of Directors in intervals between meetings of the
Board of Directors when expeditious action by the Board of Directors is necessary.



|a.   | Exhibits                                                                                                                                                                                                     
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                              
|31.1 | OMI Corporations certification by the
        Chief Executive Officer on Form 10-Qfor
        the period ending September 30, 2005 as adopted pursuant to section 302
    of THE SARBANES-OXLEY ACT OF 2002.
|     |                                                                                                                                                                                                              
|31.2 | OMI Corporations certification by the
        Chief Financial Officer on Form 10-Qfor
        the period ending September 30, 2005 as adopted pursuant to section 302
    of THE SARBANES-OXLEY ACT OF 2002.



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|32.1 | OMI Corporations certification
        by the Chief Executive Officer on Form 10-Q for the period ending September
        30, 2005 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section
    906 of THE SARBANES-OXLEY ACT OF 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                   
|32.2 | OMI Corporations certification by the
        Chief Financial Officer on Form 10-Q for the period ending September
        30, 2005 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section
    906 of THE SARBANES-OXLEY ACT OF 2002.

54

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

---



|Date: | November 9, 2005 |  | By: | /s/Craig H. Stevenson, Jr.
|----- | ---------------- |  | --- | --------------------------
|      |                  |  |     |                           
|      |                  |  |     | Craig H. Stevenson, Jr.   
|      |                  |  |     | Chairman of the Board and 
|      |                  |  |     | Chief Executive Officer   
|      |                  |  |     |                           
|      |                  |  |     |                           
|      |                  |  |     |                           
|Date: | November 9, 2005 |  | By: | /s/Kathleen C. Haines     
|      |                  |  |     |                           
|      |                  |  |     | Kathleen C. Haines        
|      |                  |  |     | Senior Vice President,    
|      |                  |  |     | Chief Financial Officer   
|      |                  |  |     | and Treasurer             

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