<PAGE>


             BEING FILED PURSUANT TO RULE 901 (D) OF REGULATION S-T
================================================================================


                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                    15 (D) OF THE SECURITIES AND EXCHANGE ACT
                                    OF 1934.

                  For the quarterly period ended MARCH 31, 1997
                                                 --------------

                                       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

                                                          1-10164
                                                          -------



                                    OMI CORP.


             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------

                   DELAWARE                        13-2625280
                   --------                        ----------

        (State or other jurisdiction           (I.R.S. Employer
        incorporation or organization)         Identification No.)

       90 PARK AVENUE, NEW YORK, N.Y.               10016
       ------------------------------         ---------------------

          (Address of principal                   (Zip Code)
           executive offices)

Registrant's telephone number, including area code  (212) 986-1960
                                                    --------------

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
                       ----

INDICATE THE NUMBER OF SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S  CLASSES OF
COMMON STOCK, AS OF MAY 7, 1997 :
                   --------------

            Common Stock, par value 0.50 per share 42,865,670 shares


<PAGE>


                           OMI CORP. AND SUBSIDIARIES
                                      INDEX


PART I:   FINANCIAL INFORMATION                                       PAGE
-------   ---------------------                                       ----

ITEM 1.   FINANCIAL STATEMENTS

             Condensed Consolidated Statements of
               Operations for the three months
               ended March 31, 1997 and 1996                             3

             Condensed Consolidated Balance Sheets-
               March 31, 1997 and December 31, 1996                      4

             Consolidated Statement of Changes in
               Stockholders' Equity for the three months
               ended March 31, 1997                                      5

             Consolidated Statements of Cash Flows for the three
                  months ended March 31, 1997 and 1996                   6

             Notes to Condensed Consolidated Financial
               Statements                                                7

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS            10


PART II:  OTHER INFORMATION                                             17

SIGNATURES                                                              18


                                      -2-

<PAGE>

                           OMI CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  FOR THE THREE MONTHS
                                                                    ENDED MARCH 31,

                                                                1997                 1996
                                                              -----------         ---------
<S>                                                      <C>                   <C>            
Revenues:
  Voyage revenues                                        $     57,474          $     60,287
  Other income                                                  1,682                 1,551
                                                         ------------          ------------
    Total revenues                                             59,156                61,838
                                                         ------------          ------------
Operating Expenses:
   Vessel and voyage                                           41,818                43,848
   Depreciation and amortization                                7,285                 8,066
   Operating lease                                              1,047                   755
   General and administrative                                   3,652                 3,744
                                                         ------------          ------------
    Total operating expenses                                   53,802                56,413
                                                         ------------          ------------
Operating income                                                5,354                 5,425
                                                         ------------          ------------
Other Income (Expense):
  Gain (loss) on disposal of
    assets-net                                                    893                  (144)
  Interest expense-net                                         (3,283)               (6,485)
  Minority interest in income of subsidiary                       (10)                  (50)
                                                         ------------          ------------
    Net other expense                                          (2,400)               (6,679)
                                                         ------------          ------------
Income (loss) before income taxes,
   equity in operations of joint
   ventures and extraordinary gain                              2,954                (1,254)
Provision (benefit) for income
   taxes                                                        1,289                  (607)
                                                         ------------          ------------
Income (loss) before equity in
   operations of joint ventures
   and extraordinary gain                                       1,665                  (647)
Equity in operations of joint ventures                          1,155                   891
                                                         ------------          ------------
Income before extraordinary  gain                               2,820                   244
Extraordinary gain, net of tax
 provision of $195                                                --                    361
                                                         ------------          ------------
Net income                                               $      2,820          $        605
                                                         ============          ============
Earnings Per Common Share:
   Income before extraordinary gain                      $       0.07          $       0.01
   Extraordinary gain                                             --                   0.01
                                                         ------------          ------------
   Net income                                            $       0.07          $       0.02
                                                         ============          ============
Weighted average number of shares
  of common stock outstanding                                  42,783                31,199
                                                         ============          ============
</TABLE>


See notes to condensed consolidated financial statements.


                                      -3-


<PAGE>


                           OMI CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                          MARCH 31,              DECEMBER 31,
                                                                            1997                     1996
                                                                       -------------             ------------
                                                                        (UNAUDITED)
<S>                                                                 <C>                       <C>          
ASSETS

Current assets:
 Cash, including cash equivalents: 1997-
  $10,902, 1996-$32,132                                             $      17,042              $     47,877

 Advances to masters                                                        2,572                     1,422
 Receivables:
   Traffic                                                                 11,123                    11,715
   Other                                                                   14,833                    12,234
 Prepaid expenses and other current assets                                  8,770                     4,830
 Vessels held for sale                                                     23,498                    34,399
                                                                    ------------               ------------
     Total current assets                                                  77,838                   112,477
                                                                    ------------               ------------
Capital Construction Fund                                                  10,405                    10,283

Vessels and other property, at cost                                       496,012                   527,461
Construction in progress                                                   16,358                    10,754
Less accumulated depreciation                                            (184,684)                 (186,152)
                                                                    ------------               ------------ 
Vessels and other property-net                                            327,686                   352,063
                                                                    ------------               ------------
Cash held in escrow                                                        18,912                    ----

Investments in, and advances to joint ventures                             60,355                    59,322

Note receivable                                                             9,000                    ----

Other assets and deferred charges                                          21,000                    17,049
                                                                    ------------               ------------
Total                                                               $     525,196             $     551,194
                                                                    =============             =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                  $       6,820                 $   6,278
  Accrued liabilities:
    Voyage and vessel                                                      21,891                    17,555
    Interest                                                                1,923                     4,150
    Other                                                                   3,347                     5,586
  Current portion of long-term debt                                        32,412                    34,892
                                                                    ------------               ------------
     Total current liabilities                                             66,393                    68,461
                                                                    ------------               ------------
Advance time charter revenues and other
 liabilities                                                                6,597                     8,685
Deferred gain on sale and leaseback of vessel                              24,286                       --
Long-term debt                                                            153,984                   202,256
Deferred income taxes payable                                              61,854                    60,577
Minority interest in subsidiary                                             1,791                     3,637
Stockholders' equity                                                      210,291                   207,578
                                                                    ------------               ------------

Total                                                               $     525,196             $     551,194
                                                                    =============             =============
</TABLE>

See notes to condensed consolidated financial statements.

                                      -4-
<PAGE>


                           OMI CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                  (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                             
                                                                                                                 Unearned    
                                                                                   Retained      Cumulative    Compensation  
                                              Common Stock          Capital        (Deficit)    Translation      Restricted  
                                          Shares      Amount        Surplus         Earnings     Adjustment        Stock     
                                         --------    ---------    -----------      ---------    -----------     -----------  
<S>                                       <C>        <C>           <C>             <C>           <C>             <C>         
Balance at January 1, 1997                42,691     $ 21,346      $ 184,251       $ (1,848)     $   4,912       $  (1,039)  

Net income                                                                            2,820                                  
Exercise of stock options                     67           34            379                                                 

Issuance of restricted stock awards           50           25            413                                          (438)  

Retirement of minority stockholders'
  equity interest in subsidiary                                         (600)                                                

Amortization of unearned
   compensation                                                                                                        101   

Net change in valuation
   account                                                                                                                   
                                          ------     --------      ---------       --------      ---------       ---------   

Balance at March 31, 1997                 42,808     $ 21,405      $ 184,443       $    972       $  4,912       $  (1,376)  
                                          ======      ========     =========        ========       ========       =========  


<CAPTION>

                                         Unrealized                     
                                         Gain (Loss)                    
                                             on                Total    
                                         Securities       Stockholders' 
                                            -Net              Equity    
                                         ----------       --------------
                                                                        
<S>                                      <C>               <C>          
Balance at January 1, 1997               $     (44)        $   207,578  
                                                                        
Net income                                                       2,820  
Exercise of stock options                                          413  
                                                                        
Issuance of restricted stock awards                                 -   
                                                                        
Retirement of minority stockholders'                                    
  equity interest in subsidiary                                   (600) 
                                                                        
Amortization of unearned                                                
   compensation                                                    101  
                                                                        
Net change in valuation                                                 
   account                                     (21)                (21) 
                                         ---------        ----------- 
                                                                        
Balance at March 31, 1997                $     (65)        $   210,291  
                                          =========         =========== 
                                                                        

</TABLE>

See notes to condensed consolidated financial statements.

                                      -5-

<PAGE>


                           OMI CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          FOR THE THREE MONTHS
                                                                                              ENDED MARCH 31,
                                                                                         1997               1996
                                                                                      ---------           --------
<S>                                                                                 <C>              <C>          
CASH FLOWS (USED)PROVIDED BY OPERATING ACTIVITIES:
  Net income                                                                        $      2,820        $      605

  Adjustments to reconcile  net income to net cash 
   (used) provided by operating activities:
      Increase (decrease) in deferred income taxes                                         1,289              (607)
      Depreciation and amortization                                                        7,285             8,066
      Amortization of unearned compensation                                                  101               111
      (Gain) loss on disposal of assets-net                                                 (893)              150
      Amortization of deferred gain on sale of vessel                                       (443)               --
      Extraordinary gain - net of tax                                                         --              (361)
      Equity in operations of joint ventures
        over dividends received                                                           (1,155)             (482)
  Changes in assets and liabilities:
      Increase in receivables and other current assets                                    (7,096)           (1,222)
      Increase (decrease) in accounts payable and
        accrued liabilities                                                                  510           (16,383)
      Advances to joint ventures - net                                                       122               310
      Increase in other assets and deferred charges                                       (4,126)           (3,255)
      (Decrease) increase in advance time charter
        revenues and other liabilities                                                    (2,089)              496
      Other assets and liabilities - net                                                      75                77
                                                                                    ------------        ----------
Net cash used by operating activities                                                     (3,600)          (12,495)
                                                                                    ------------        ----------

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
 Proceeds from disposal of assets                                                         50,890            14,531
 Additions to vessels and other property                                                 (25,110)          (10,450)
 Proceeds and interest received and reinvested in the
   Capital Construction Fund                                                                (220)             (101)
 Payments for the retirement of minority
   stockholders' interest                                                                 (2,456)               --
                                                                                    ------------        ----------
Net cash provided by investing activities                                                 23,104             3,980
                                                                                    ------------        ----------


CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
 Net proceeds from issuance of common stock                                                  413               137
 Proceeds from bank notes                                                                                   20,000
 Payments on long-term debt                                                              (50,752)          (33,339)
                                                                                    ------------        ----------

Net cash used by financing activities                                                    (50,339)          (13,202)
                                                                                    ------------        ----------

Net decrease in cash and cash equivalents                                                (30,835)          (21,717)
Cash and cash equivalents at beginning of period                                          47,877            32,569
                                                                                    ------------        ----------

Cash and cash equivalents at end of period                                          $     17,042     $      10,852
                                                                                    ============     =============

</TABLE>


See notes to condensed consolidated financial statements.

                                      -6-

<PAGE>



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


NOTE 1

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations  and cash flows in  conformity  with
generally  accepted  accounting  principles.  However,  in  the  opinion  of the
management  of  OMI  Corp.  and  subsidiaries  ("OMI"  or  the  "Company"),  all
adjustments  (comprising  only normal recurring  accruals)  necessary for a fair
presentation of operating results have been included in the statements.  Certain
accounts have been  reclassified in the 1996 financial  statements to conform to
their 1997 presentation.


NOTE 2 - INCOME TAXES

The provision  (benefit) for income taxes on income excluding the  extraordinary
gain varies from statutory rates as follows:
<TABLE>
<CAPTION>

                                                                                         FOR THE THREE MONTHS
                                                                                            ENDED MARCH 31,
(in thousands)                                                                         1997               1996
--------------                                                                         ----               ----
<S>                                                                               <C>               <C>        
Provision (benefit) calculated at
 statutory rates                                                                  $    1,438        $     (127)
Adjustment for equity in operations
 of certain joint ventures                                                              (149)             (480)
                                                                                  ----------        ---------- 
Provision (benefit)                                                               $    1,289        $     (607)
                                                                                  ==========         ==========
</TABLE>


The  Company  has not  provided  deferred  income  taxes  on its  equity  in the
undistributed  earnings of foreign corporate joint ventures  accounted for under
the equity method other than Amazon  Transport,  Inc.  ("Amazon")  and White Sea
Holdings Ltd.  ("White Sea").  These earnings are considered by management to be
invested in the business for an indefinite period.


NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments include  interest of  approximately  $6,185,000 and $4,500,000 for
the three  months ended March 31, 1997 and 1996,  respectively.  Income taxes of
$1,958,000  were paid  during the first  quarter  of 1997.  There were no income
taxes paid during the three months ended March 31, 1996.


                                      -7-

<PAGE>


NOTE 4 - JOINT VENTURE INFORMATION

Mosaic  Alliance  Corporation  ("Mosaic")  is 49.9  percent  owned by OMI and is
accounted for using the equity method.

Summarized  income  statement  information  for the three months ended March 31,
1997, and 1996 for Mosaic is as follows:

<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS
                                                   ENDED MARCH 31,
                                                1997              1996
                                                ----              ----
<S>                                      <C>              <C>           
(unaudited, in thousands)
Revenues                                 $       2,040    $        4,146
Expenses                                         1,327             2,577
                                         -------------     -------------
Operating income                         $         713    $        1,569
                                         =============    ==============
Net income                               $         716    $        1,301
                                         =============    ==============
</TABLE>


NOTE 5 - CREDIT LINES/LOAN AGREEMENTS

During the first  quarter of 1997,  the  Company  negotiated  a new bank  credit
facility (the "Credit Facility") with its existing lenders.  The Credit Facility
provides  for a line of credit in the amount of  $133,000,000  (not to exceed 70
percent of the fair market value of the vessels  securing the loan). On April 1,
1997, the Company drew down  $101,090,000  which was used to pay off $44,650,000
outstanding under the previous  $167,750,000  credit agreement,  the $45,000,000
lines of credit and a ship  mortgage  of  $11,440,000.  The Credit  Facility  is
secured by ten vessels with a book value of  $169,820,000  on April 1, 1997.  On
April 21,  1997,  OMI drew down an  additional  $8,000,000  to  finance a vessel
purchased for  approximately  $19,000,000.  The Notes under the Credit  Facility
bear  interest at LIBOR plus a margin  ranging  from 60-95 basis points which is
computed  based on the  Company's  funded  debt to  equity  ratio  and  interest
coverage ratio.  The agreement,  which expires in March 2002,  provides for nine
semi-annual  reductions in the amount which can be  outstanding;  the first five
are $5,500,000, the next four are $8,875,000 and the balance is due at maturity.
In the event any vessels  collateralizing  the  agreement  are sold,  the Credit
Facility shall be reduced by up to 100 percent of the sales  proceeds;  however,
the Company is permitted to substitute another vessel as collateral.  The Credit
Facility  contains  financial  covenants  with  respect to cash,  interest  rate
coverage,  net worth and funded debt to equity.  Dividends  paid in any year are
limited to 50 percent of net income in that year.  The Company  was  required to
pay one time fees  aggregating  $532,000  and is to pay annual  fees of 25 basis
points on the average undrawn  available  credit facility  commitment and $7,500
per annum to each of three lenders.

Aggregate  maturities of long-term debt following the drawdowns of  $109,090,000
million  under the Credit  Facility  and the  balances  paid off as of April 21,
1997,  which were discussed  above are  $10,980,000,  $17,475,000,  $17,798,000,
$24,900,000  and  $25,296,000  for the periods ending  December 31, 1997,  1998,
1999, 2000 and 2001, respectively.


NOTE 6 - GUARANTEED DEBT

OMI acts as a guarantor  for a portion of the debt  incurred  by joint  ventures
with  affiliates  of  two  of  its  joint  venture   partners.   Such  debt  was
approximately 

                                      -8-


<PAGE>


$18,518,000  at March  31,  1997,  with  OMI's  share of such  guarantees  being
approximately $9,230,000.

The Company and its joint venture  partners  have  committed to fund any working
capital  deficiencies which may be incurred by their joint venture  investments.
At March 31, 1997, no such deficiencies have been funded.


NOTE 7 - DISPOSAL AND ACQUISITION OF ASSETS

On January 31,  1997,  the Company  sold and leased  back the OMI  Columbia  and
received $40,000,000 in cash and a $9,000,000 interest bearing note. The gain on
the sale of $24,729,000  has been deferred and is being credited to income as an
adjustment to lease expense over the term of the lease which expires in December
2002. At March 31, 1997, the balance of the deferred gain was $24,286,000.

On March 12, 1997,  the Company  entered  into an agreement  for the sale of the
Alta for approximately $39,900,000 and a leaseback of the vessel for five years.
The gain on the sale of approximately  $15,700,000 will be deferred and credited
to income as an  adjustment  to lease  expense  over the term of the lease.  The
lessor  has the  option to cancel the lease at any time after two years upon the
payment of a $1,000,000 termination fee.

On March 18, 1997,  the Company  agreed to acquire a 1988 built product  carrier
for approximately $19,000,000 which was delivered in April 1997.


NOTE 8 - NEWLY ISSUED ACCOUNTING STANDARD

In February 1997, the Financial  Accounting Standards Board issued SFAS No. 128,
"Earnings per Share." SFAS No. 128 requires dual  presentation of basic earnings
per share  ("EPS")  and diluted  EPS on the face of all  statements  of earnings
ending after December 15, 1997 for all entities with complex capital structures.
The Company does not anticipate the effect on earnings per share to be material.

   
                                   -9-
<PAGE>


ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITION


OVERVIEW

OMI Corp. ("OMI" or the "Company") is one of the largest, measured by deadweight
tons ("dwt"),  publicly  traded bulk  shipping  companies  headquartered  in the
United  States and  provides  seaborne  transportation  services  for crude oil,
petroleum  products and, to a much lesser  extent,  dry bulk cargoes  (primarily
iron ore,  coal and grain)  through joint  ventures.  The charter rates that the
Company is able to obtain for its vessels are  determined in highly  competitive
markets.   The  industry  is  cyclical,   experiencing   significant  swings  in
profitability  and asset values  resulting from changes in the supply and demand
for vessels.

The Company currently has a wholly-owned  foreign flag fleet of thirteen product
carriers,  including  one that was  delivered  in April 1997 and seven crude oil
tankers,  six Suezmax  tankers and one Aframax  tanker.  The Company has entered
into contracts for the  construction of three Suezmax tankers with an option for
one more. Each new Suezmax tanker will cost  approximately  $54 million and will
be delivered in 1998 and 1999.

Since  early  1996,  OMI has been in the  process of  implementing  several  key
strategic initiatives including (i) refocusing its operations from the U.S. flag
domestic market to the  international  tanker market;  (ii) developing large and
concentrated  fleets  of small  product  carriers  and  Suezmax  tankers;  (iii)
managing the spot versus time charter mix of its vessels;  (iv) reducing  vessel
operating  and  corporate  overhead  costs  by  reducing  the  U.S.  fleet;  (v)
continuing its commitment to the highest quality fleet and management;  and (vi)
reducing reliance on joint ventures.

OMI actively  implemented  its plan to dispose of U.S.  flag vessels and refocus
its operations on its  international  fleet  beginning in early 1996. The losses
generated  by U.S.  flag  vessels in  previous  years  were due to  insufficient
revenue to cover operating expenses and debt service costs. In addition, in 1995
and 1994 losses from these vessels were  compounded by additional  losses due to
impairment of vessel  values.  In 1996 the Company  reduced its ownership in the
domestic fleet as follows:  in the first quarter two U.S. flag dry bulk carriers
were delivered to new owners,  three chemical  carriers were sold in August 1996
and another dry bulk carrier and a product carrier were sold in the last half of
the year. In January 1997,  the Company  completed the sale and leaseback of the
OMI Columbia,  its largest U.S. flag vessel.  Under the terms of the lease,  OMI
continues as the operator of the OMI Columbia.  Two U.S.  flag product  carriers
the Company  owns are in idle  status.  Another  vessel came out of lay-up for a
voyage in May 1997. The Company has been exploring  options for these ships,  it
could continue to lay-up the vessels until profitable  charters are available in
U.S. coastwise trade or sell the vessels.

The Company  believes that  operating  large  concentrated  fleets attract major
customers and create  several  strategic  advantages  by: (i)  providing  better
scheduling  opportunities through  substitution;  (ii) creating the potential to
increase vessel  utilization;  (iii) creating  economies of scale to efficiently
spread overhead costs and (iv) enhancing  operating  expertise and efficiency by
concentrations  in certain vessel types. In addition,  the Company believes that
the  major oil  companies  prefer  to deal  with a  limited  number of  shipping
companies with fleets that are pre-approved to meet their  requirements,  rather
than smaller shipping companies  characteristic of the fragmented  international
tanker market.

                                      -10-

<PAGE>


The  product  carrier  market is the market  segment  which  transports  refined
petroleum products such as gasoline,  jet fuel,  kerosene,  naphtha and gas oil.
Rates in this  market,  as well as the crude oil  market,  have  increased  as a
result of increasing  world fuel  consumption  resulting from improved  economic
growth.  Additionally,  refinery  capacity is expanding in oil exporting regions
such as the  Middle  East and Latin  America.  Historically,  earnings  from the
product  carrier  fleet have been less  volatile  than earnings from the Suezmax
fleet.  Approximately  half of this fleet operates on time charter and the other
half operates in the spot market.  This mix of time charter and voyage  charters
further stabilizes earnings from OMI's product carrier fleet.

Freight rates in the tanker  markets have improved since mid 1995 as a result of
increasing  demand for oil due to higher world economic  growth,  coupled with a
modest  decrease of the supply of tankers in the 1994 - 1996 period.  Management
believes  this  upward  trend will  continue  due to the  strength  of the world
economy  and the  resulting  increase  in oil  consumption  as well as the  high
proportion  of old  tankers,  the  relatively  low tanker  order  book,  and the
continued focus of governments and charterers on  environmentally  safe and well
maintained tonnage.

The Company's Suezmax tanker fleet is one of the largest  independent  fleets in
the world.  OMI has targeted this market  segment due to the  flexibility of the
Suezmax  tankers to engage in long-haul and  short-haul  trades,  as well as the
growth  potential  in the crude oil  market.  The crude oil  tanker  market  has
historically  been very volatile and has experienced  large swings in rates. OMI
can  control  a portion  of its risk in this  market  by  operating  some of its
vessels on time charters while taking  advantage of increased  rates in the spot
market at the same time. OMI currently  operates four of its six Suezmax tankers
in the spot market.

During 1996 and early 1997,  management  improved its balance  sheet by reducing
debt and thereby  reducing its  interest  expense  which has been a  significant
factor in the Company's financial performance. In July 1996, $130 million of the
Senior Notes were purchased in a tender offer and the debt was  refinanced  with
commercial  banks at more favorable  rates.  Such debt was reduced  further by a
portion of the net proceeds of a $75.7  million  public  offering of  11,500,000
shares of the Company's  common stock in the fourth  quarter of 1996, and in the
fourth  quarter of 1996 and the first  quarter of 1997 by proceeds from sales of
assets which were not strategic to the Company's operations.  In April 1997, the
Company again  refinanced its remaining debt under more  favorable  terms.  (See
"Liquidity and Capital Resources-Financing Facilities").


RESULTS OF OPERATIONS

Results of  operations  of OMI include  operating  activities  of the  Company's
domestic and foreign vessels. The discussion that follows explains the Company's
operating  results in terms of net voyage revenue,  which equals voyage revenues
minus vessel and voyage  expenses,  because  fluctuations in voyage revenues and
expenses occur based on the nature of a charter. The Company's vessels currently
operate,  or have operated in prior years, on time,  bareboat or voyage ("spot")
charters.  Each type of charter  denotes a method by which revenues are recorded
and expenses are allocated. Under a time charter, revenue is measured based on a
daily or monthly rate and the charterer assumes certain operating expenses, such
as fuel and port charges.  Under a bareboat  charter,  the charterer assumes all
operating  expenses,  therefore,  the revenue  rate is likely to be lower than a
time charter. Under a voyage charter,  revenue is calculated based on the amount
of cargo carried,  most expenses are for the ship owner's account and the length
of the charter is one voyage. Revenue may be higher in the spot market as the

                                      -11-


<PAGE>

owner  is  responsible  for  most of the  costs  of the  voyage.  Other  factors
affecting  net voyage  revenue  for voyage  charters  are waiting  time  between
cargoes, port costs and bunker prices.


Vessel expenses included in net voyage revenue discussed above include operating
expenses such as crew  payroll/benefits/travel,  stores expense, maintenance and
repair expense,  drydock expense,  insurance  expense and  miscellaneous  vessel
expenses.  These expenses are a function of the fleet size,  utilization  levels
for certain  expenses and  requirements  under laws, by  charterers  and Company
standards. Insurance expense varies with the overall insurance market conditions
as well as the insured's loss record, level of insurance and desired coverage.



VOYAGE REVENUES LESS VESSEL AND VOYAGE EXPENSES


Net voyage  revenues of $15.7  million for the three months ended March 31, 1997
decreased by $783,000  from $16.4  million for the same period in 1996.  Foreign
fleet net voyage  revenue  increased  to $13.6  million,  which is 87 percent of
total net voyage  revenues for the three months ended March 1997, as compared to
$10.6 million in the same period of 1996.  Domestic net voyage revenue decreased
$3.7 million to $2.1 million for the three months ended March 1997,  as compared
to $5.8 million in the same period of 1996.  Changes in net voyage  revenues for
the three  months  ended 1997  compared  with 1996 are  discussed  as follows by
market segments OMI primarily operates in.


DOMESTIC

Net  voyage  revenues  for  domestic  operations  for the first  quarter of 1997
decreased $3.7 million. The decrease was primarily attributable to seven vessels
disposed of during 1996, in addition to decreases for the product carriers which
were on time  charters  in 1996 but were laid up in the first  quarter  of 1997.
Decreases  were offset in part by increases  in net voyage  revenues for the OMI
Columbia.


In January  1997,  the OMI Columbia,  a crude oil tanker which  carries  Alaskan
North Slope ("ANS") oil for a major oil company,  was sold and leased back under
a charter agreement  terminating December 31, 2002. Net voyage revenues from the
OMI  Columbia  increased  in the first  quarter  of 1997  compared  to the first
quarter of 1996,  as the vessel  began  operating on a long term time charter in
the spring of 1996, after legislation to eliminate restrictions on the export of
ANS crude oil went into effect.  Exports must be carried on U.S.  flag  vessels.
The length of this charter corresponds to the length of the lease.


The three  remaining  vessels in the domestic fleet were on time charters in the
first  quarter of 1996.  Two of these  vessels were  redelivered  in January and
April 1997 having been on long-term  time  charters  with the  Military  Sealift
Command . The third vessel was on a time charter  which ended in February  1997.
Two of these vessels are currently laid up;  however,  the Company  continues to
actively seek and evaluate all employment opportunities for these vessels.


                                      -12-


<PAGE>


PRODUCT CARRIER FLEET

Net voyage  revenues  for the product  carrier  fleet were $8.1  million for the
first  quarter of 1997,  an increase of $1.8  million or 28.6  percent  from net
voyage revenues of $6.3 million for the same period of 1996. The product carrier
fleet  consisted  of twelve  vessels in 1997 as compared to ten vessels in 1996.
The two  additional  vessels  purchased  in  1996,  the  Shannon  and the  Elbe,
contributed $1.4 million to this increase. In both years, approximately one half
of the fleet  operated on time  charters.  The remaining  increase in net voyage
revenues  was due to higher  rates  received  for the vessels  operating on time
charters,  in addition to higher  rates  received for all but one of the vessels
that were on voyage charters.


CRUDE TANKER FLEET

Net voyage  revenues  from the crude  tanker  fleet were $4.7 million in 1997 as
compared to $3.9 million in 1996 or an increase of $825,000.  The crude fleet in
1997 consisted of seven wholly-owned vessels, four of which operated in the spot
market  compared  to six  vessels in 1996,  four of which  operated  in the spot
market. Net voyage revenues increased due to the acquisition of the Alta and the
Tanana,  (two  Suezmax  tankers  in which the  Company  acquired  its  partner's
interest  at year end  1996)  and  increased  rates in the spot  market in 1997,
offset by  decreases  due to the sale of the  Promise in the  second  quarter of
1996.


OTHER OPERATING EXPENSES

The Company's operating expenses, other than vessel and voyage expenses consists
of  depreciation  and  amortization,  operating  lease  expense  and general and
administrative  expenses.  For the three  months  ended  March 31,  1997,  these
expenses  decreased  $581,000 to $12  million,  from $12.6  million for the same
period in 1996.  The  primary  reasons  for the  reduction  were a  decrease  in
depreciation  expense of $781,000 from the sale of  non-strategic  vessels and a
decrease  in  general  and  administrative  expenses  of  $92,000,  offset by an
increase in operating  lease expense of $292,000.  In the first quarter of 1997,
OMI incurred expense of $1.5 million for the leaseback of the OMI Columbia. This
operating  lease  expense was offset by the  recognition  of  deferred  gains of
$443,000  from the  sale of the  vessel.  The  deferred  gain of  $24.7  million
recorded  in January  1997 will be  credited to income over the six year term of
the lease.  For the first quarter of 1996,  operating  lease expense of $755,000
pertained to the OMI Hudson.


OTHER INCOME (EXPENSE)

Other  income  (expense)  consists of gain  (loss) on  disposal  of  assets-net,
interest expense-net,  and minority interest in income of subsidiary.  Net other
expense  decreased  by $4.3  million in the three  months  ended  March 31, 1997
compared to the same period in 1996. Interest expense decreased by a net of $2.7
million  primarily  due to the  repurchase  of an  aggregate  of $143 million of
Senior Notes during 1996. The Senior Notes outstanding in the first three months
of 1996 of $136  million  accrued  interest at 10.25  percent  compared to $44.7
million of  mortgage  debt  (which  replaced  the Senior  Notes)  which  accrued
interest at LIBOR plus a spread  which  ranged from 7.25 percent to 7.43 percent
in the first  quarter of 1997.  The balance of the decrease was primarily due to
the gain of $995,000 from the sale of a liquid  petroleum gas carrier ("LPG") in
March of 1997.

                                      -13-

<PAGE>

PROVISION (BENEFIT) FOR INCOME TAXES

The income tax  provision  of $1.3 million and benefit of $607,000 for the three
months ended March 31, 1997 and 1996, respectively,  varied from statutory rates
primarily  because  deferred  taxes are not recorded for equity in operations of
joint ventures,  net of dividends  declared,  other than Amazon Transport,  Inc.
("Amazon") and White Sea Holdings,  Ltd.  ("White Sea") as management  considers
such earnings to be invested for an indefinite period.



EQUITY IN OPERATIONS OF JOINT VENTURES

Equity in operations of joint  ventures  increased 30 percent to $1.2 million in
the first  quarter of 1997,  compared to $900,000 in the first  quarter of 1996.
The increase in equity was primarily attributable to Amazon , a 49 percent owned
joint venture which operates one crude oil tanker, the Settebello. The equity in
earnings for Amazon  increased by $1.1 million in the first quarter of 1997 from
a loss of $777,000 for the same period in 1996. The Settebello was in drydock in
the  first  quarter  of 1996  which  resulted  in both a lack  of  earnings  and
additional expense. This increase was offset by decreases explained below.



In accordance  with the Company's  plan to decrease its  participation  in joint
ventures, on December 30, 1996, the interest in Wilomi, Inc. ("Wilomi") owned by
a partner was acquired by the  venture,  and Wilomi  became a 100 percent  owned
subsidiary  with its earnings  consolidated  in OMI's  results.  The decrease in
equity in operations of joint ventures attributable to Wilomi was $500,000.



Earnings of Mosaic Alliance  Corporation  ("Mosaic")  decreased by approximately
$200,000 in the first quarter of 1997 compared to the first quarter of 1996. The
primary reason for the decrease was that Mosaic  operated two vessels in 1997 as
compared  with four in the same  period for 1996.  In March of 1997,  a dry bulk
carrier was sold.



EXTRAORDINARY GAIN

In the first  quarter of 1996,  the Company  recorded an  extraordinary  gain of
$361,000 (net of a tax provision of $195,000), or $0.01 per share, in connection
with the repurchase of $13 million of Senior Notes.

                                      -14-

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES


CASH FLOWS

Cash and cash  equivalents  of $17  million at March 31,  1997  decreased  $30.8
million from cash and cash  equivalents  of $47.9  million at December 31, 1996.
The  Company's  working  capital of $11.4 million  decreased  $32.6 million from
working  capital of $44 million at December 31, 1996.  Current assets  decreased
$34.6  million  primarily  due to the  decrease  in cash  and  cash  equivalents
(explained  below) and a decrease of $11 million in vessels  held for sale.  Two
vessels  were held for sale at December  31,  1996  compared to one at March 31,
1997.


Cash used by financing  activities  was $50.3  million in 1997 compared to $13.2
million  in the first  quarter  of 1996.  Payments  on  long-term  debt of $50.8
million were made in the first quarter of 1997. Of this amount,  $40 million was
used to prepay debt and $10.8  million was used for scheduled  debt  repayments.
Total  debt to  capitalization  of 47  percent at March 31,  1997  decreased  20
percent as compared to the same period in 1996.


The Company operates in a capital-intensive industry and augments cash generated
by  operating  activities  with debt and sales of vessels that no longer fit the
Company's strategy.  Cash provided by investing  activities was $23.1 million in
1997 compared to $4 million in the first quarter of 1996.  Net proceeds of $50.4
million were received in the first quarter of 1997 from the sale of two vessels.
Of these proceeds,  $40 million in cash and a $9 million  interest  bearing note
receivable  was received  from the sale of the OMI  Columbia.  Proceeds of $10.9
million were received from the sale of the LPG. In  anticipation of the delivery
in April of the Severen,  a product carrier,  OMI paid approximately $19 million
in the first quarter into an escrow account. In addition, a down payment of $5.3
million was made on the third option to build a Suezmax tanker.


FINANCING FACILITIES

During the first  quarter of 1997,  the  Company  negotiated  a new bank  credit
facility (the "Credit Facility") with its existing lenders.  The Credit Facility
provides  for a line of credit in the amount of $133  million  (not to exceed 70
percent of the fair market value of the vessels  securing the loan). On April 1,
1997,  the  Company  drew down  $101.1  million  which was used to pay off $44.7
million  outstanding  under the previous  $167.8 million credit  agreement , $45
million  in lines of credit and a ship  mortgage  of $11.4  million.  The Credit
Facility  is  secured  by ten  vessels.  On April  21,  1997,  OMI drew  down an
additional  $8 million  to  finance a vessel  purchased  for  approximately  $19
million. The note bears interest at LIBOR plus a margin ranging from 60-95 basis
points which is computed based on the Company's  funded debt to equity ratio and
interest  coverage ratio. The agreement,  which expires in March 2002,  provides
for nine semiannual reductions in the amount which can be outstanding; the first
five are $5.5 million,  the next four are $8.9 million and the balance is due at
maturity.  In the event any vessels  collateralizing the agreement are sold, the
Credit  Facility  shall be reduced by up to 100  percent of the sales  proceeds;
however,  the Company is  permitted to  substitute  another  vessel.  The Credit
Facility  contains  financial  covenants  with  respect to cash,  interest  rate
coverage,  net worth and funded debt to equity.  Dividends  paid in any year are
limited to 50 percent of net income in that year.  The Company was  required to 

                                      -15-

<PAGE>


pay one time fees aggregating $532,000 and annual fees of 25 basis points on the
average undrawn  available  Credit Facility  commitment and is to pay $7,500 per
annum to each of the three lenders.


The Company  believes  that the actions it has taken in the last year to improve
its liquidity and financial  position will give the Company greater  flexibility
to fund its vessel acquisition program and finance its other cash needs.


COMMITMENTS

OMI acts as a co-guarantor  for a portion of the debt incurred by joint ventures
with affiliates of its joint venture partners. The portion of debt guaranteed by
the partners was approximately $18.5 million at March 31, 1997, with OMI's share
of such guarantees being approximately $9.2 million.


The Company and its joint venture  partners  have  committed to fund any working
capital deficiencies that may be incurred by their joint venture investments. At
March 31, 1997, no such deficiencies have been funded.


On March 12, 1997,  the Company  entered  into an agreement  for the sale of the
ALTA for  approximately  $39.9  million and a  leaseback  of the vessel for five
years. The gain on the sale of approximately  $15.7 million will be deferred and
credited  to income  over the term of the  lease.  The  lessor has the option to
cancel  the lease at any time  after  two years  upon  payment  of a $1  million
termination fee.


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.


                                      -16-


<PAGE>


                           PART II: OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS



                  None.



ITEM 2 - CHANGES IN SECURITIES



                  None.



ITEM 3 - DEFAULTS UPON SENIOR SECURITIES



                  None.



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



                  None.



ITEM 5 - OTHER INFORMATION



                  None.



ITEM 6 - EXHIBIT AND REPORTS ON FORM 8-K



  a.  EXHIBITS



     27 OMI Corp. - Financial Data Schedule, dated March 31, 1997.



  b.  REPORTS ON FORM 8-K



                  None


                                      -17-

<PAGE>


                                   SIGNATURES



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.





                                    OMI CORP.


       ------------------------------------------------------------------


                                  (REGISTRANT)







DATE:   MAY 7,1997                      BY: /s/ CRAIG H. STEVENSON, JR.
        ---------------------               -----------------------
                                                CRAIG H. STEVENSON, JR.

                                                PRESIDENT, CHIEF EXECUTIVE 
                                                
                                                OFFICER AND DIRECTOR





DATE:   MAY 7, 1997                     BY: /s/ VINCENT DE SOSTOA
        ---------------------               -----------------

                                                VINCENT DE SOSTOA

                                                SENIOR VICE PRESIDENT AND

                                                CHIEF FINANCIAL OFFICER



                                      -18-