UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F/A



[_]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12 (g)

OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

[_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-51894

OR

[_]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable



OMEGA NAVIGATION ENTERPRISES, INC.

__________________________________

(Exact name of Registrant as specified in its charter)



__________________________________

(Translation of Registrants name into English)



Republic of the Marshall Islands

__________________________________

(Jurisdiction of incorporation or organization)



Omega Navigation Enterprises, Inc.
24 Kaningos Street
Piraeus 185 34 Greece
(011)(30) 210 413-9130

__________________________________

(Address of principal executive offices)



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

|                                      |  |                                          
|------------------------------------- |  | -----------------------------------------
|Title of each class                   |  | Name of each exchange on which registered
|                                      |  |                                          
|Class A Common Stock, par value $0.01 |  | Nasdaq National Market                   

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



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



As of December 31,2006, there were 12,010,000 shares of Class A common stock and 3,140,000 shares of Class B common stock of the registrant outstanding.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|_| Yes

|X| No



If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

|_| Yes

|X| No



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|X| Yes

|_| No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer |_|               Accelerated filer  |_|

Non-accelerated filer  |X|



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

|_| Item 17

|X| Item 18



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|_| Yes

|X| No















EXPLANATORY NOTE



This Amendment No. 1 to Form 20-F of Omega Navigation Enterprises, Inc. (the Company) is being filed solely for the purpose of including Exhibits 12.1, 12.2, 13.1 and 13.2 hereto.

PART III

ITEM 19 -EXHIBITS

|        |                                                                            
|------- | ---------------------------------------------------------------------------
|Exhibit | Description                                                                
|1.1     | Amended and Restated Articles of Incorporation  (1)                        
|1.2     | Amended and restated by-laws of the Company (1)                            
|2.1     | Form of Share Certificate (2)                                              
|4.1     | Vessel Management Agreement with the V. Ships (1)                          
|4.2     | Senior Secured Credit Facility Agreement (3)                               
|4.3     | Form of Registration Rights Agreement in favor of ONE Holdings (1)         
|4.4     | Form of Stock Incentive Plan (1)                                           
|4.5     | Vessel Management Agreement with Eurasia (4)                               
|8.1     | Subsidiaries of the Company (4)                                            
|11.1    | Code of Ethics(4)                                                          
|12.1    | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer          
|12.2    | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer          
|13.1    | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|13.2    | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

____________

(1)

Filed as an exhibit to the Companys Registration Statement on Form F-1 filed on March 17, 2006, File No. 333-132503 and incorporated by reference herein.

(2)

Filed as an exhibit to the Companys Registration Statement on Form 8-A filed on April 4, 2006, File No. 000-51894 and incorporated by reference herein.

(3)

Filed as an exhibit to the Companys post effective amendment to its Registration Statement on Form F-1 filed on April 7, 2006, File No. 333-132503 and incorporated by reference herein.

(4)

Filed as an exhibit to the Companys annual report on Form 20-F filed on April 25, 2006, File No. 000-51894 and incorporated by reference herein.





1







SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



OMEGA NAVIGATION ENTERPRISES, INC.

Date: April 26, 2007

By:/s/ Gregory McGrath

Name: Gregory McGrath
Title: Chief Financial Officer