<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              JUNE 30, 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     AUGUST 11, 1997 :
                     -----------------------
            Common Stock, par value 0.50 per share 42,939,141 shares

<PAGE>


                           OMI CORP. AND SUBSIDIARIES
                                      INDEX


PART I:   FINANCIAL INFORMATION                                  PAGE
                                                                ------
ITEM 1.   FINANCIAL STATEMENTS

             Condensed Consolidated Statements of
               Operations for the three and six months
               ended June 30, 1997 and 1996                         3

             Condensed Consolidated Balance Sheets-
               June 30, 1997 and December 31, 1996                  4

             Consolidated Statement of Changes in
               Stockholders' Equity for the six months
               ended June 30, 1997                                  5

             Consolidated Statements of Cash Flows for the six
                  months ended June 30, 1997 and 1996               6

             Notes to Condensed Consolidated Financial
               Statements                                           7

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS
                AND FINANCIAL CONDITION                            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                  FOR THE SIX MONTHS
                                                  ENDED JUNE 30,                       ENDED JUNE 30,
                                               1997            1996                 1997            1996
                                            ------------   ------------         -----------    ----------
<S>                                         <C>            <C>                  <C>            <C>       
Revenues:
  Voyage revenues                          $     53,913   $     59,207         $   111,387    $  119,494
  Other income                                    1,697          2,075               3,379         3,626
                                            ------------   ------------         -----------    ----------
    Total revenues                               55,610         61,282             114,766       123,120
                                            ------------   ------------         -----------    ----------

Operating Expenses:
  Vessel and voyage                              43,605         46,015              86,470        90,618
  Depreciation and amortization                   7,150          8,181              14,435        16,247
  General and administrative                      3,915          3,585               7,567         7,329
                                            ------------   ------------         -----------    ----------
    Total operating expenses                     54,670         57,781             108,472       114,194
                                            ------------   ------------         -----------    ----------
Operating income                                    940          3,501               6,294         8,926
                                            ------------   ------------         -----------    ----------

Other Income (Expense):
  Gain on disposal of
   assets-net                                        13          3,745                 906         3,601
  Interest expense-net                           (2,323)        (6,658)             (5,606)      (13,143)
  Minority interest in income of
   subsidiary                                       (82)           (43)                (92)          (93)
                                            ------------   ------------         -----------    ----------
    Net other expense                            (2,392)         (2,956)            (4,792)       (9,635)
                                            ------------   ------------         -----------    ----------

Income (loss) before income taxes,
  equity in operations of joint
  ventures and extraordinary gain                (1,452)            545              1,502          (709)
(Benefit)provision for income
  taxes                                            (104)             45              1,185          (562)
                                            ------------   ------------         -----------    ----------
(Loss)income before equity in
  operations of joint ventures
  and extraordinary gain                         (1,348)            500                317          (147)

Equity in operations of joint ventures            2,626             175              3,781         1,066
                                            ------------   ------------         -----------    ----------
Income before extraordinary  gain                 1,278             675              4,098           919
Extraordinary gain, net of tax
 provision of $195                                   --              --                --            361
                                            ------------   ------------         -----------    ----------
Net income                                  $      1,278   $        675         $     4,098    $   1,280
                                            ============   ============         ===========    ==========

Earnings Per Common Share:
  Income before extraordinary gain          $       0.03   $       0.02         $      0.10    $    0.03
  Extraordinary gain, net of tax                      --             --                 --          0.01
                                            ------------   ------------         -----------    ----------
  Net income                                $       0.03   $       0.02         $      0.10    $    0.04
                                            ============   ============         ===========    ==========

Weighted average number of shares
 of common stock outstanding                      42,856         31,499              42,820        31,351
                                            ============   ============         ===========    ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                      -3-
<PAGE>

                           OMI CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                           JUNE 30,                DECEMBER 31,
                                                                            1997                       1996
                                                                        -------------              -------------
                                                                         (UNAUDITED)
<S>                                                                   <C>                         <C>          
ASSETS
Current assets:
 Cash, including cash equivalents: 1997-
  $32,102, 1996-$36,132                                                $      34,074               $      47,877
 Advances to masters                                                           1,298                       1,422
 Receivables:
   Traffic                                                                    13,221                      11,715
   Other                                                                      12,368                      12,234
 Prepaid expenses and other current assets                                     7,682                       4,830
 Vessels held for sale                                                           --                       34,399
                                                                       -------------               -------------
     Total current assets                                                     68,643                     112,477
                                                                       -------------               -------------
Capital Construction Fund                                                     10,595                      10,283

Vessels and other property, at cost                                          515,920                     527,461
Construction in progress                                                      27,422                      10,754
Less accumulated depreciation                                                191,508                     186,152
                                                                       -------------               -------------
Vessels and other property-net                                               351,834                     352,063
                                                                       -------------               -------------

Investments in, and advances to joint ventures                                63,007                      59,322

Note receivable                                                                9,000                          --

Other assets and deferred charges                                             21,820                      17,049
                                                                       -------------               -------------
Total                                                                  $     524,899               $     551,194
                                                                       =============               =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                     $       4,312               $       6,278
  Accrued liabilities:
    Voyage and vessel                                                         17,789                      17,555
    Interest                                                                   1,726                       4,150
    Other                                                                      3,232                       5,586
  Deferred gain on sale of vessels                                             5,809                          --
  Current portion of long-term debt                                           16,352                      34,892
                                                                       -------------               -------------
     Total current liabilities                                                49,220                      68,461
                                                                       -------------               -------------

Advance time charter revenues and other
 liabilities                                                                   7,535                       8,685
Deferred gain on sale of vessels                                              33,204                         --
Deferred income taxes payable                                                 61,760                      60,577
Long-term debt                                                               159,237                     202,256
Minority interest in subsidiary                                                1,856                       3,637
Stockholders' equity                                                         212,087                     207,578
                                                                       -------------               -------------
Total                                                                  $     524,899               $     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 SIX MONTHS ENDED JUNE 30, 1997
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                        Unrealized
                                                                                         Unearned      Gain (Loss)
                                                              Retained    Cumulative    Compensation         on            Total
                                Common Stock       Capital   (Deficit)   Translation    Restricted       Securities    Stockholders'
                             Shares    Amount      Surplus    Earnings    Adjustment      Stock            -Net           Equity
                            --------  ---------  ----------  ---------   -----------    -----------     ------------   -------------
<S>                           <C>      <C>        <C>        <C>          <C>            <C>              <C>            <C>        
Balance at
  January 1, 1997             42,691   $ 21,346   $ 184,251  $ (1,848)    $   4,912      $  (1,039)       $     (44)     $  207,578
Net income                                                      4,098                                                         4,098
Exercise of
  stock options                  138         69         722                                                                     791
Issuance of
  restricted stock awards         50         25         413                                   (438)                               -
Retirement of
  minority stockholders'
  equity interest
  in subsidiary                                        (582)                                                                   (582)
Amortization of unearned
   compensation                                                                                204                              204
Net change in valuation
   account                                                                                                       (2)             (2)
                            --------  ---------  ----------  ---------   -----------    -----------     ------------   -------------
Balance at June 30, 1997      42,879  $  21,440   $ 184,804  $   2,250   $     4,912    $   (1,273)     $       (46)   $    212,087
                            ========  =========   =========  =========   ===========    ===========     ============   =============
</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 SIX MONTHS
                                                                                               ENDED JUNE 30,
                                                                                           1997             1996
                                                                                         --------         --------
<S>                                                                                    <C>              <C>       
CASH FLOWS (USED)PROVIDED BY OPERATING ACTIVITIES:
  Net income                                                                           $    4,098       $    1,280

  Adjustments to reconcile net income to net
   cash (used) by operating activities:
      Increase (decrease) in deferred income taxes                                          1,185             (317)
      Depreciation and amortization                                                        14,435           16,247
      Amortization of unearned compensation                                                   204              222
      Gain on disposal of assets-net                                                         (906)          (3,510)
      Amortization of deferred gain on sale of vessel                                      (1,472)              --
      Extraordinary gain, net of tax                                                           --             (361)
      Equity in operations of joint ventures
        over dividends received                                                            (3,781)            (291)
  Changes in assets and liabilities:
      (Increase) decrease in receivables
        and other current assets                                                           (4,366)             586
      Decrease in accounts payable and
        accrued liabilities                                                                (6,277)         (26,802)
      Advances from joint ventures and affiliates - net                                        96              315
      Increase in other assets and deferred charges                                        (4,512)             (77)
      (Decrease) increase in advance charter hire
        and other liabilities                                                              (1,151)             293
      Other assets and liabilities - net                                                      200                6
                                                                                       ----------       ----------
Net cash used by operating activities                                                      (2,247)         (13,190)
                                                                                       ----------       ----------

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
 Proceeds from disposition of vessels and other property                                   78,968           29,622
 Additions to vessels and other property                                                  (26,398)         (10,520)
 Purchase of Marketable securities                                                           --               (104)
 Proceeds and interest received and reinvested in the
   Capital Construction Fund                                                                 (323)            (352)
 Payments for the retirement of minority stockholders'
   interest                                                                                (2,456)              --
                                                                                       ----------       ----------
Net cash provided by investing activities                                                  49,791           18,646
                                                                                       ----------       ----------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
 Proceeds from issuance of common stock                                                       791              541
 Proceeds from issuance of long-term debt                                                 109,090           23,000
 Payments on long-term debt                                                              (170,649)         (33,339)
 Payments for debt issue costs                                                               (579)              --
                                                                                       ----------       ----------
Net cash used by financing activities                                                     (61,347)         (20,760)
                                                                                       ----------       ----------
Net decrease in cash and cash equivalents                                                 (13,803)         (15,304)
Cash and cash equivalents at beginning of period                                           47,877           32,569
                                                                                       ----------       ----------
Cash and cash equivalents at end of period                                           $     34,074    $      17,265
                                                                                     ============    =============
</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                FOR THE SIX MONTHS
                                                         ENDED JUNE 30,                     ENDED JUNE 30,
(in thousands)                                      1997              1996               1997            1996
                                                 --------         ---------         ----------       ---------
<S>                                              <C>              <C>                <C>             <C>     
(Benefit) provision calculated at
 statutory rates                                 $   411          $    252           $  1,849        $    125
Adjustment for equity in operations
 of certain joint ventures                          (515)             (207)              (664)           (687)
                                                 --------         ---------         ----------       ---------
(Benefit) provision                              $  (104)         $     45           $  1,185        $   (562)
                                                 =======          ========           ========        ======== 
</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  $9,776,000 and $14,764,000 for
the six  months  ended June 30,  1997 and 1996,  respectively.  Income  taxes of
$4,708,000  were paid during the six months of 1997.  There were no income taxes
paid during the six months ended June 30, 1996.

In March 1997, the Company  delivered a vessel with net book value of $9,800,000
to new  owners  as part  of an  exchange  transaction.  Cash  in the  amount  of
$11,000,000 was received and was held in an escrow account until the delivery of
the  vessel  in  April  1997  to  the  Company  which   completed  the  exchange
transaction.
                                      -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  and six  months  ended  June 30,  1997 and 1996 for  Mosaic is as
follows:
<TABLE>
<CAPTION>
                                      FOR THE THREE MONTHS               FOR THE SIX MONTHS
                                         ENDED JUNE 30,                     ENDED JUNE 30,
                                     1997             1996              1997           1996
                                 --------         --------          --------       --------
(unaudited, in thousands)
<S>                              <C>              <C>               <C>            <C>     
Revenues                         $  1,691         $  3,325          $  3,731       $  7,471
Expenses                            1,125            2,566             2,452          5,143
                                 --------         --------          --------       --------
Operating income                 $    566         $    759          $  1,279       $  2,328
                                 ========         ========          ========       ========
Net income (loss)                $  3,045         $   (319)         $  3,761       $    982
                                 ========         ========          ========       ========
</TABLE>


NOTE 5 - CREDIT LINES/LOAN AGREEMENTS

OMI has a revolving  credit/term loan agreement  providing for a credit facility
at  $133,000,000  through March 2002. The Company has an outstanding  balance of
$109,090,000 at June 30, 1997 secured by ten vessels. 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 rate at June 30,  1997 was 6.7625  percent.  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.

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  $18,518,000 at June 30, 1997, with OMI's share of such guarantees
being approximately $9,229,000.

The Company and its joint venture  partners  have  committed to fund any working
capital  deficiencies which may be incurred by their joint venture  investments.
No such deficiencies have been funded in the six months ended June 30, 1997.


NOTE 7 - DISPOSAL AND ACQUISITION OF ASSETS

On May 20, 1997,  the Company sold the Alta for  approximately  $39,900,000  and
simultaneously  leased the vessel for a five year term.  The gain on the sale of
approximately $15,700,000 has been deferred and will be 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. At June 30, 1997, the balance of the deferred gain
was $15,392,000.

The Company has exercised its remaining option for the construction of a 156,000
dwt. crude oil tanker from Daewoo  Corporation and Daewoo Heavy Industries.  The
Company  has  committed  to build four  vessels  with  Daewoo  for an  aggregate
purchase  price of  approximately  $216,000,0000.  Deliveries of the vessels are
scheduled for June, August and October of 1998 and March 1999.

                                      -8-
<PAGE>

NOTE 8 - NEWLY ISSUED ACCOUNTING STANDARDS

Comprehensive  Income  - In June  1997,  the  FASB  issued  Statement  No.  130,
"Reporting  Comprehensive Income," which establishes standards for reporting and
display  of  comprehensive  income.  Management  of the  Company  believes  that
adoption of Statement No. 130, which is required for the year ended December 31,
1998, will not have a significant impact on the Company's present disclosure.

Segment  Information  -  In  June  1997,  the  FASB  issued  Statement  No  131,
"Disclosure  about  Segments of an Enterprise  and Related  Information,"  which
requires  that public  companies  report  certain  information  about  operating
segments  in  their  annual  financial  statements  and in  condensed  financial
statements  of interim  periods  issued to  shareholders.  It also requires that
public companies report certain  information  about their products and services,
the  geographic  areas in which they  operate,  and their major  customers.  The
adoption of  Statement  No. 131 is required  for fiscal  years  beginning  after
December 15, 1997.  Management of the Company is currently  reviewing the impact
on their current level of disclosure.

NOTE 9 - COMMITMENTS

OMI has agreed in principle to acquire Marine Transport Lines, Inc.  ("MTL"),  a
privately owned company specializing in U.S. marine and transportation services,
principally to the energy and chemical industries,  for approximately $5,000,000
payable in common stock.

In connection  with the  acquisition of MTL, OMI plans to spin off as a tax free
distribution  to  shareholders  a subsidiary  owning and  operating  its foreign
assets ("Foreign OMI"). Foreign OMI will retain the OMI name and will be managed
by OMI's current  management.  The combined OMI-MTL entity ("Domestic") will use
the MTL name and will be managed by MTL's current management. Upon completion of
the acquisition and spinoff (the "transaction"),  holders of OMI shares prior to
the transaction will own approximately  two-thirds of the outstanding  shares of
Domestic, as well as substantially all outstanding shares of Foreign OMI. Former
MTL shareholders will hold approximately  one-third of the outstanding shares of
Domestic.

The transaction is subject to a number of conditions,  including completion of a
definitive  acquisition  agreement  and  receipt by OMI of a  favorable  private
letter ruling from the Internal Revenue Service,  and OMI shareholder  approval.
The  definitive  acquisition  agreement and filing for the private letter ruling
are  expected  to be  completed  in August  1997,  and,  assuming  the ruling is
received  in a timely  manner,  closing of the  transaction  will occur early in
1998.

In July 1997, the Company  entered into an agreement to charter a Suezmax tanker
for four years.  The  charterer  (owner) has the option to cancel the charter at
any time after two years upon payment of a $1,000,000 termination fee.

                                      -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  head  quartered in the
United  States,  OMI provides sea borne  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  and  six  crude  oil  tankers   (five   Suezmaxes   and  one  Aframax)
Additionally,  the foreign fleet consists of four vessels owned approximately 50
percent with joint  venture  partners and three  chartered-in  tankers (only one
vessel  was  chartered  in at June 30,  1997).  The  Company  has  entered  into
contracts for the  construction of four Suezmax tankers at a cost  approximately
$54  million  per  vessel;  three  will be  delivered  in 1998  and one  will be
delivered in the first quarter of 1999.  The current  Domestic fleet consists of
three  product  carriers,  one  chartered  in crude  carrier  and  four  tankers
chartered-in by OMI Petrolink, a subsidiary in the offshore lightering business.

The  Company has  implemented  several  strategies  since early 1996 in order to
return the Company to profitability:  (i) refocused its operations from the U.S.
flag domestic market to the  international  tanker market;  (ii) developed large
and concentrated  fleets of small product  carriers and Suezmax  tankers;  (iii)
managed the spot versus time  charter mix of its vessels;  (iv)  reduced  vessel
operating and corporate overhead costs by reducing the U.S. fleet; (v) continued
its commitment to the highest quality fleet and management; and (vi) reduced its
reliance on joint ventures.

OMI  actively  implemented  its plan to dispose of U.S.  flag vessels in 1996 by
reducing  its  ownership  in seven  domestic  vessels as  follows:  in the first
quarter two U.S. flag dry bulk carriers were delivered to new owners;  in August
1996 three chemical  carriers were sold and in the last half of the year another
dry bulk carrier and a product  carrier were sold. 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
vessel.

As a final step to becoming a purely  international fleet, on June 24, 1997, OMI
and Marine Transport Lines, Inc.("MTL"),  a privately owned company specializing
in U.S. marine and transportation  services,  announced that they had reached an
agreement  in  principle  for OMI to acquire  MTL for  approximately  $5 million
payable in common stock. In connection with its acquisition of MTL, OMI plans to
spin off as a tax free  distribution  to  shareholders  a subsidiary  owning and
operating its foreign assets  ("Foreign  OMI").  Foreign OMI will retain the OMI
name and will be managed  by OMI's  current  management.  The  combined  OMI-MTL
entity  ("Domestic")  will use the MTL name and will be managed by MTL's current
management. Upon completion of the acquisition and spin off (the "transaction"),
holders of OMI shares prior to the transaction will own approximately two-thirds
of the outstanding shares of Domestic,  as well as substantially all outstanding

                                      -10-

<PAGE>

shares of Foreign OMI. Former MTL shareholders will hold approximately one-third
of the outstanding shares of Domestic. The transaction is subject to a number of
conditions,  including completion of a definitive acquisition agreement, receipt
by OMI of a favorable  private letter ruling from the Internal  Revenue  Service
and OMI shareholder  approval.  The definitive  acquisition agreement and filing
for the private  letter ruling are expected to be completed by the end of August
1997,  and,  assuming the ruling is received in a timely manner,  closing of the
transaction is expected to occur in early 1998.

During 1996 and early 1997,  the Company  improved its balance sheet by reducing
debt,  consequently  reducing its interest expense which historically has been a
significant  factor in the Company's  financial  performance.  In July 1996, the
Company  purchased  $130  million of its Senior  Notes in a tender offer and the
debt was refinanced with commercial banks at more favorable rates. Such debt was
reduced  further by  approximately  $60  million 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 the first half 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 Balance Sheets and Liquidity and Capital Resources-Financing Facilities).

MARKET OVERVIEW

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 over the
same  periods  last  year as a  result  of  increasing  world  fuel  consumption
resulting from an improved economy. Additionally, refinery capacity is expanding
in oil  exporting  regions such as the Middle East and Latin  America but not in
historically  large consuming nations.  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  continued to improve in the first half of
1997 as a result of increased  demand for oil due to continuing  world  economic
growth.  Tanker rates are expected to continue to rise because of a  combination
of the increasing age of the world fleet,  limited  additional yard capacity for
large  vessels until the year 2000,  and a continued  increase in the demand for
oil.  During  July 1997,  however,  rates  softened in the crude oil market as a
result of the closing of the Dortyol  pipeline.  The instability in tanker rates
is due to competition  from vessels which  transport oil from the pipeline.  The
pipeline  is expected to open by the end of August  1997.  However,  at the same
time the Very Large Crude Carrier (VLCC) market has improved.  The strengthening
of the VLCC market in the Far East will benefit the Suezmax market as every VLCC
removed from the  competition in the Atlantic  region results in cargoes for two
Suezmax vessels.

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.  OMI currently operates all but two of
its Suezmax tankers, including chartered-in vessels, in the spot market in order
to take advantage of the expected increase in the market. Charters for the other
two  expire  in late  1997 and the  Spring  of 1998,  respectively.  


                                      -11-

<PAGE>
RESULTS OF OPERATIONS

FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1997 VERSUS JUNE 30, 1996

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;  as a result, 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,  nearly all expenses are for the ship owner's  account and the
length of the charter is one voyage.  Revenues are therefore  higher in the spot
market.  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 for items such as crew payroll/benefits/travel, stores, maintenance and
repair,  drydock,  insurance  and other  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 $24.9  million  for the six months  ended June 30, 1997
decreased  by $4 million  from $28.9  million for the same  period in 1996.  Net
voyage  revenue earned by the foreign fleet was $25.3 million for the six months
ended June 30, 1997,  as compared to $19.4  million for the same period in 1996.
Domestic net voyage revenue  decreased $9.9 million to $(0.4) for the six months
ended June 30, 1997, as compared to $9.5 million for the same period in 1996.

Net voyage  revenues of $10.3  million for the three  months ended June 30, 1997
decreased by $2.9 million  from $13.2  million for the same period in 1996.  Net
voyage  revenues  from the foreign  fleet was $11.8 million for the three months
ended June 30,  1997,  as compared to $8.7  million for the same period in 1996.
Domestic net voyage  revenue  decreased by $6 million to $(1.5)  million for the
three  months  ended June 30,  1997,  as compared  to $4.5  million for the same
period in 1996.

Changes in net voyage  revenues for the six and three months ended 1997 compared
to 1996 are  discussed as follows by the market  segments in which OMI primarily
operates in.

DOMESTIC

Net voyage revenues for domestic operations for the first half of 1997 decreased
$9.9 million as compared to the same period in 1996.  Decreases of approximately
$5.5 million were  attributable  to the seven  vessels  disposed of during 1996.
Additionally,  approximately $3.3 million of the decrease in net voyage revenues

                                      -12-

<PAGE>

was a result of three product  carriers  which were on time charters in 1996 but
were laid up for an aggregate 209 days in the first half of 1997. Decreases were
offset  in  part  by  increases  in net  voyage  revenues  generated  by the OMI
Columbia.

In January 1997, the OMI Columbia,  a crude oil tanker which transports  Alaskan
North  Slope oil for a major  oil  company,  was sold and  leased  back  under a
charter agreement terminating December 31, 2002. The vessel began operating on a
long term time  charter  in the  spring of 1996 and the  length of this  charter
corresponds  to the length of the lease (see  Balance  Sheet and  Liquidity  and
Capital Resources Cash Flows).

The three  remaining  vessels in the domestic fleet were on time charters in the
first half 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 in 1996 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.

Net voyage revenues for domestic  operations for the three months ended June 30,
1997 decreased $6.0 million as compared to the three months ended June 30, 1996.
Decreases were primarily  attributable  to the seven vessels  disposed of during
1996. Additionally,  decreases in net voyage revenue were due to an aggregate of
170 idle days for the three product carriers which were laid up for a portion of
the three months ended June 30, 1997. Decreases were offset in part by increases
in net voyage revenues generated by the OMI Columbia.

FOREIGN
PRODUCT CARRIER FLEET
Net voyage  revenues for the product  carrier  fleet were $14.5  million for the
first six months of 1997,  an  increase of $2.5  million or 21 percent  from net
voyage  revenues of $12 million for the same period in 1996. The product carrier
fleet  consists of thirteen  vessels in 1997 as compared to ten vessels in 1996.
The three  additional  vessels  purchased  in 1996 and 1997  accounted  for $2.7
million of  increase.  Increases  in net voyage  revenue  were offset in part by
mechanical  problems on one of the vessels,  resulting in an unscheduled drydock
which had to take place at a U.S. shipyard.  This drydock,  which was originally
scheduled for 1998,  accounted  for  approximately  $1 million of  unanticipated
expense in the second quarter of 1997.

Net voyage  revenues  for the product  carrier  fleet were $6.3  million for the
three months ended June 30, 1997, an increase of $0.7 million or 12 percent from
net voyage  revenues of $5.6 million for the same period in 1996.  The increases
were primarily  attributable  to the two vessels  purchased in 1996 and a vessel
purchased  in April 1997  offset by the  additional  expenses  incurred  for the
unexpected drydock in the second quarter of 1997.

CRUDE TANKER FLEET
Net voyage  revenues  generated by the crude tanker fleet were $10.1 million for
the six months  ending June  30,1997 as  compared  to $5.7  million for the same
period in 1996 or an  increase  of $4.4  million.  In the  quarter  ending  June
30,1997  the  crude  fleet  consisted  of  six  wholly-owned   vessels  and  one
chartered-in  vessel,  four of which  operated in the spot market.  In 1996, OMI
owned six  vessels  and  chartered-in  one  vessel,  with five of these  vessels
operating in the

                                      -13-

<PAGE>

spot market.  Net voyage revenues  increased $5.4 million due to the acquisition
of the Alta and the Tanana,  (two Suezmax tankers in which the Company  acquired
its  partner's  interest on December  30,  1996).  Other  increases  were due to
improved  rates in the spot  market in 1997 and net voyage  revenue  earned by a
tanker which had been  drydocked for 71 days in 1996.  Increases  were offset by
decreases of $1.7  million due to the sale of a vessel in the second  quarter of
1996.

Net voyage  revenues from the crude tanker fleet were $5.5 million for the three
months  ended June  30,1997 as compared  to $1.8  million for the same period in
1996 or an increase of $3.7 million.  Net voyage revenues increased $3.2 million
in the second quarter 1997 due to the acquisition of the Alta and the Tanana.

OTHER OPERATING EXPENSES
The Company's operating expenses, other than vessel and voyage expenses consists
of depreciation and amortization and general and  administrative  expenses.  For
the six months ended June 30, 1997,  these  expenses  decreased  $1.6 million to
$22.0  million,  from $23.6  million for the same period in 1996.  For the three
months  ended June 30,  1997,  these  expenses  decreased  $0.7 million to $11.1
million,  from $11.8 million for the same period in 1996. The primary reason for
the  reduction was a decrease in  depreciation  expense of $1.8 million and $1.0
million for the six and three months ended June 30, 1997,  respectively,  due to
the sale of vessels.

OTHER INCOME (EXPENSE)
Other  income  (expense)  consists of gain on disposal of  assets-net,  interest
expense-net,  and minority  interest in income of subsidiary.  Net other expense
decreased by $4.8 million for the six months ended June 30, 1997 compared to the
same period in 1996.  Interest expense decreased by a net of $6.8 million due to
the  decrease in debt of $109.1  million at June 30,  1997  compared to June 30,
1996. Interest expense decreased $6.6 million primarily due to the repurchase of
an aggregate  of $143  million of Senior  Notes  during  1996.  The Senior Notes
outstanding  in the first six months of 1996 accrued  interest at 10.25  percent
compared to $109 million of mortgage debt,  refinanced  April 1997 which accrued
interest at an average rate of 7.3845  percent for the six months ended June 30,
1997.  Decreases  in Net other  expense  were offset in part by decreases in the
gain on disposal of  assets-net of $2.7 million in the six months ended June 30,
1997. This decrease  resulted  primarily from the gain on sale of the Promise in
the second  quarter of 1996 of $3.7 million  compared to the gain on sale of the
General of $995,000 in the first quarter of 1997.

Net other expense decreased by $564,000 for the three months ended June 30, 1997
compared  to the same  period in 1996.  Decreases  in  interest  expense of $4.2
million  resulting from the  refinancing of the Senior Notes in 1996 were offset
by  decreases  related to the sale of a vessel in the second  quarter of 1996 of
$3.7 million.

PROVISION (BENEFIT) FOR INCOME TAXES
The income tax provision of $1.2 million and benefit of $104,000 for the six and
three months  ended June 30, 1997,  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.

                                      -14-

<PAGE>

EQUITY IN OPERATIONS OF JOINT VENTURES
Equity in operations of joint ventures increased by $2.7 million to $3.8 million
in the first six months of 1997  compared to $1.1 million for the same period 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 $2.2 million in the first half 1997
as  compared  to a loss of $1.3  million  for  the  same  period  in  1996.  The
Settebello  was in drydock for 92 days in 1996 which  resulted in both a lack of
earnings and additional  drydock expense.  Increase in equity of Mosaic Alliance
Corporation ("Mosaic") of $1.4 million was primarily attributable to the gain on
the  sale  of  a  vessel  of  $1.9  million  (OMI's  portion  of  the  gain  was
approximately $900,000) in the second quarter of 1997. In addition Mosaic had no
interest  expense in 1997 on debt which was repaid in 1996. These increases were
offset by decreases in Wilomi, Inc. ("Wilomi") explained below.

In accordance  with the Company's  plan to decrease its  participation  in joint
ventures,  on December 30,  1996,  the interest in Wilomi owned by a partner was
acquired by the venture, and Wilomi became a 100 percent owned subsidiary of OMI
with its  earnings  consolidated  in OMI's  results.  The  decrease in equity in
operations of joint ventures attributable to Wilomi was $1.1 million for the six
months ended June 30, 1997.

Equity in operations of joint ventures increased $2.4 million to $2.6 million in
the second  quarter  1997  compared to $0.2 million for the same period of 1996.
The increase in equity was  primarily  attributable  to Amazon of $1.1  million,
Mosaic of $1.5 million offset by decreases in Wilomi of $580,000.

BALANCE SHEET

In 1997 the  Company  sold and  leased  back the OMI  Columbia  and the Alta for
approximately  $49 and $40  million,  respectively.  The  gain on sale of  these
vessels,  aggregating  approximately $40.4 million has been deferred and will be
credited  to  income  as an  adjustment  to lease  expense  over the term of the
leases. At June 30, 1997, the balance of the deferred gain was $39 million.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS
Cash and cash  equivalents  of $34.1  million at June 30, 1997  decreased  $13.8
million from cash and cash  equivalents  of $47.9  million at December 31, 1996.
The  Company's  working  capital of $19.4 million  decreased  $24.6 million from
working  capital of $44 million at December 31, 1996.  Current assets  decreased
$43.8  million  primarily  due to the  decrease  in cash  and  cash  equivalents
(explained  below) and a decrease of $34.4 million in vessels held for sale. Two
vessels were held for sale at December 31, 1996. Current  liabilities  decreased
$19.2  million  primarily  due to the  decrease  of  $18.5  million  of  current
maturities of long-term  debt which was refinanced  (See Financing  Facilities).
Total debt to  capitalization  was 45.3 percent at June 30,  1997,a  decrease of
20.6 percent as compared to the ratio at December 31, 1996.

Net cash used by operating  activities  decreased  $10.9 million to $2.2 million
for the six months ended June 30, 1997 compared to the six months ended June 30,
1996. The decrease was primarily attributable to the payment of OMI Hudson lease
termination cost of $25 million ($22 million cash paid) in February 1996.
                                      -15-

<PAGE>

Cash used by financing  activities  was $61.3  million in 1997 compared to $20.8
million in the first six months of 1996.  Payments on  long-term  debt of $170.6
million were made in the first half of 1997.  Of this  amount,  $148 million was
used to prepay debt,  ($56.9  million  related to  prepayments  from the sale of
vessels and $91.1 was  refinanced) and $22.6 million was used for scheduled debt
repayments.  Proceeds received from refinanced debt and new debt, including debt
for the purchase of a vessel in April 1997, was $109.1 million.

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 $49.8 million in
1997  compared  to $18.6  million in the six months  ended  June 30,  1996.  Net
proceeds of $79 million were received in the first half 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 and $39.1
million was received for the Alta.  Proceeds of $11 million were  received  from
the sale of the General in March 1997 were used to pay a portion of the purchase
price of the Severn for $18.7  million  in April.  OMI also paid $16  million in
scheduled  construction in progress payments on three of its newbuilding vessels
and approximately $2 million in capital expenditures for improvements on various
vessels.

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.  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.  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  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 June 30, 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. No
such deficiencies have been funded in the six months ended June 30, 1997.


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 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 June 30, 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:   AUGUST 13,1997                  BY: CRAIG H. STEVENSON, JR.
        --------------                     ------------------------------------
                                            CRAIG H. STEVENSON, JR.
                                            PRESIDENT, CHIEF EXECUTIVE OFFICE
                                            AND DIRECTOR


DATE:   AUGUST 13, 1997                 BY: KATHLEEN C. HAINES   
       ---------------------                --------------------
                                            KATHLEEN C. HAINES 
                                            VICE PRESIDENT AND CONTROLLER



                                      -18-