As filed with the Securities and Exchange Commission on May 13, 2003.
                              SUBJECT TO AMENDMENT

                          Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                ________________

                                 OMI CORPORATION
             (Exact name of registrant as specified in its charter)
                                ________________

     Marshall Islands                                   52-2098714
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

                                One Station Place
                               Stamford, CT 06902
                                 (203) 602-6700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                            FREDRIC S. LONDON, ESQ.,
                     SENIOR VICE PRESIDENT & GENERAL COUNSEL
                                 OMI CORPORATION
                                One Station Place
                               Stamford, CT 06902
                                 (203) 602-6700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                ________________

     The  Commission is requested to mail signed  copies of all orders, notices
and communications to:

 Fredric S. London, Esq.                             Robert L. Clare III, Esq.
    OMI Corporation                                      White & Case LLP
   One Station Place                               1155 Avenue of the Americas
Stamford, Connecticut 06902                          New York, New York 10036
     (203) 602-6700                                       (212) 819-8200

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this Registration Statement becomes effective.

                                ________________

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.

<PAGE>

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |x|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                                ________________

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
<S>                                <C>                      <C>            <C>                      <C>

==================================================== =================== ================ ====================== ==================
                                                                              Proposed
                                                      Proposed Maximum        Maximum      Proposed Maximum
Title of Each Class of Securities to be Registered      Amount to be       Offering Price  Aggregate Offering        Amount of
                                                        Registered (2)       per Unit (2)     Price (2)          Registration Fee
---------------------------------------------------- ------------------- ---------------- ---------------------- ------------------
Debt Securities (1)(3)......................                                  100%
Common Stock, $0.50 par value (1)(3)(5).....                                  100%
Preferred Stock (1)(3)......................                                  100%
Warrants (1)(3).............................                                  100%
      Total.................................            $250,000,000          100%            $250,000,000           $20,225
==================================================== =================== ================= ====================== =================

     (1)  There shall be registered  hereunder such indeterminate  number of shares of common stock and preferred stock,
          such indeterminate number of warrants to purchase common stock,  preferred stock or debt securities,  and such
          indeterminate  principal amount of debt securities or issue price of debt securities  issued at original issue
          discount, as shall have an aggregate initial offering price not to exceed $250,000,000.

     (2)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o).

     (3)  In addition to the  securities  issued  directly  under this  registration  statement,  we are  registering an
          indeterminate  number of  shares of common  stock and  preferred  stock as may be issued  upon  conversion  or
          exchange of the securities issued directly under this registration  statement.  No separate consideration will
          be received for any shares of common stock or preferred stock so issued upon conversion or exchange.

     (4)  The aggregate amount of common stock registered  hereunder is limited to that which is permissible  under Rule
          415(a)(4) under the Securities Act of 1933.

     (5)  The common stock to be issued includes  preferred stock purchase rights associated with the common stock under
          a shareholder rights plan.
</TABLE>
                                                      _____________

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.

================================================================================
<PAGE>
                    Subject to Completion, Dated May 13, 2003

                                   PROSPECTUS


                                 OMI Corporation


                                  $250,000,000

                                 Debt Securities
                                  Common Stock
                                 Preferred Stock
                                    Warrants

Under this prospectus we may from time to time offer, in one or more series, the
following securities for sale:

o    our debt securities;

o    shares of our preferred stock;

o    shares of our common stock; or

o    warrants to purchase our common stock, preferred stock, or debt securities.

We  use  the  term  "securities"  in  this  prospectus  to  refer  to any of the
securities  we may offer in  connection  with this  prospectus,  unless we state
otherwise.

The aggregate  initial  offering price of the  securities  offered by OMI hereby
will not  exceed  $250,000,000.  This  prospectus  provides  you with a  general
description of the securities we may offer.  This  prospectus may not be used to
consummate a sale of these securities unless  accompanied by a supplement to the
prospectus. Each time we offer securities, we will provide you with a prospectus
supplement  that will  describe  the specific  amounts,  prices and terms of the
securities we offer.  The prospectus  supplement  also may add, update or change
information  contained in this  prospectus.  You should read this prospectus and
any prospectus supplement carefully before you invest.

We may offer any  combination  of these  securities at prices and on terms to be
determined  at or  prior  to the  time of sale.  In  addition,  various  selling
shareholders may offer and sell shares of our common stock from time to time.

We may sell the securities to or through underwriters, through dealers or agents
or directly to purchasers.  Any  accompanying  prospectus  supplements  will set
forth the names of any  underwriters,  dealers or agents involved in the sale of
the  securities  in respect of which this  prospectus  is being  delivered,  the
amounts  proposed to be purchased by them,  any  applicable  fee,  commission or
discount  arrangements  with them, the initial public offering price and the net
proceeds. See "Plan of Distribution."

The  common  stock is listed on the New York  Stock  Exchange  under the  symbol
"OMM." Any shares of common stock sold pursuant to a prospectus  supplement will
be listed on such exchange, subject to an official notice of issuance.

<PAGE>

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                   The date of this prospectus is May 13, 2003



The following legend is to be printed along the left edge of the page:

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.


                                      -2-
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

About this Prospectus.....................................................    3
Where You Can Find More Information.......................................    3
Incorporation by Reference................................................    3
Liability and Indemnification of Directors and Officers of OMI............    4
OMI.......................................................................    4
Use of Proceeds...........................................................    9
Ratios of Earnings to Fixed Charges ......................................    9
Description of Debt Securities............................................   10
Description of Warrants...................................................   18
Description of Capital Stock..............................................   20
Plan of Distribution......................................................   22
Experts...................................................................   24
Legal Matters.............................................................   24

<PAGE>
                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission ("SEC") utilizing the "shelf"  registration
process. Under the shelf registration process, we may sell from time to time any
combination  of the  securities  described  in this  prospectus  and the selling
shareholders  may sell shares of common  stock in one or more  offerings  for an
initial purchase price of up to $250,000,000.

     This prospectus  provides you with a general  description of the securities
we may  offer.  Each  time we sell  securities,  we will  provide  a  prospectus
supplement  that  will  contain  specific  information  about  the  terms of the
securities.  The  prospectus  supplement  may also add to or  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus supplement together with the additional information described
under the  heading  "Where  You Can Find More  Information"  before  making an
investment decision.


                       WHERE YOU CAN FIND MORE INFORMATION

OMI Corporation

     We file annual  reports and special  reports,  proxy  statements  and other
information  with the SEC. We also  maintain a website,  www.omicorp.com,  which
contains this and other information.  You may read and copy any document that we
file at the SEC's public reference rooms in Washington, D.C., New York, New York
and  Chicago,  Illinois.  Please  call the SEC at  (800)  SEC-0330  for  further
information on the public  reference  rooms.  Also, the SEC maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants who file electronically with the SEC. In
addition,  you may  inspect  reports,  proxy  statements  and other  information
concerning  OMI at the offices of the New York Stock  Exchange,  Inc.,  20 Broad
Street, New York, New York 10005.

                           INCORPORATION BY REFERENCE

     The SEC allows us to  "incorporate by reference" the documents we file with
it, which means that we can disclose  important  information to you by referring
you  to  those  documents  instead  of  reproducing  that  information  in  this
prospectus. The information incorporated by reference is considered to be a part
of this prospectus, and information in documents that we file later with the SEC
will  automatically  update and supersede  information  in this  prospectus.  We
incorporate  by reference the documents  listed below and any future  filings we
will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act:

     o   Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

     o   Proxy Statement for the 2003 annual meeting of stockholders; and

     o    The  description  of the common stock  contained  in our  registration
          statements on Form 8-A, May 15, 1998, as amended on June 17, 1998, and
          the description of the Rights  currently  traded with the common stock
          contained in our  registration  statement  on Form 8-A,  dated May 15,
          1998,  filed  under  Section 12 of the  Exchange  Act,  including  any
          subsequent  amendments  or reports  filed for the  purpose of updating
          such description.

     Any statement contained in this prospectus,  or in a document  incorporated
by reference into this prospectus,  shall be deemed to be modified or superseded
for  purposes  of  this  prospectus  to the  extent  that a  statement  in  this
prospectus or in a subsequently filed document,  that also is or is deemed to be
incorporated  by  reference  in this  prospectus,  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this prospectus.

                                      -3-
<PAGE>

     You may request a copy of these documents, at no cost to you, by writing or
telephoning us at the following address:

     Fredric S. London, Esq.
     Senior Vice President and General Counsel
     OMI Corporation
     One Station Place
     Stamford, Connecticut 06902
     Tel: (203) 602-6700


Reliance on Information

     You  should  rely only on the  information  incorporated  by  reference  or
provided  in this  prospectus  or in any  prospectus  supplement.  We  have  not
authorized  anyone to provide  you with  different  information.  You should not
assume that the information in this  prospectus or any prospectus  supplement is
accurate as of any date other than the date on the front of those documents.


         LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS OF OMI

     Under our  articles  of  incorporation  and bylaws,  we limit the  personal
liability of directors and officers to the fullest extent  permitted by Marshall
Islands  law.  Insofar as  indemnification  for  liabilities  arising  under the
federal  securities  laws may be permitted in respect of directors,  officers or
controlling persons pursuant to the foregoing provisions,  we have been informed
that, in the opinion of the SEC, this  indemnification  is against public policy
and therefore unenforceable.


                                       OMI

Development of OMI's Business

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

     We own or charter in a fleet  which as of May 8, 2003  numbered 37 vessels.
Beginning  in 1998 we embarked on a fleet  renewal  program  that  resulted in a
significant  reduction  in the age of our  fleet and in a  concentration  of our
vessels primarily into two vessel types, Suezmax tankers,  which generally carry
crude oil from areas of oil production to refinery areas, and product  carriers,
which generally carry refined petroleum  products (such as gasoline and aviation
fuel) from  refineries to  distribution  areas.  Our fleet  comprises 23 product
carriers and 14 crude oil  tankers,  including  eight  Suezmax  tankers.  Our 23
product carriers are smaller vessels (from approximately 29,900 to approximately
71,000 dwt each).  At year end 2002 the average age of our product  carriers was
4.9 years,  compared to an industry  average of 12.3  years.  Our eight  Suezmax
tankers are larger vessels (approximately 160,000 dwt each) and at year end 2002
the Suezmax  tankers  had an average  age of 2.2 years,  compared to an industry
average  of 9.6  years.  The  remainder  of our fleet  consists  of six  vessels
including  one  ULCC   (approximately   322,000  dwt),   three  Panamax  tankers
(approximately 65,000 dwt each) and two handysize tankers  (approximately 36,000
dwt each).  During  the next  three  months,  we will take  delivery  of one new
Panamax product  carrier.  In 2004, we will take delivery of three handysize ice
class product  carriers.  The time  charter-in on one product carrier expires in
2003.  Assuming no other acquisitions or dispositions,  once we take delivery of
the additional four vessels, 29 of our 40 vessels will be double-hulled.

     We have developed a basic strategy, which includes:

                                      -4-
<PAGE>

     Balanced chartering in spot and long-term markets

     We  actively  manage  the  balance  between  our  spot and  long-term  time
chartering to maintain cash flow stability  without  surrendering our ability to
participate in strong spot markets.  Our longer-term  goal is to cover our fixed
charges  (general and  administrative  costs and interest  expense) with revenue
from our long-term charters. If attractive rates are available,  we plan to keep
most of our product carriers on long-term  charters for the foreseeable  future.
Currently,  18  product  carriers  and two  crude  oil  tankers  are  performing
long-term time charters with original  terms of two to five years.  In addition,
in 2003,  we will take  delivery of one Panamax  product  carrier which has been
time chartered to a major oil company for a five year term and in 2004 the three
handysize  newbuildings  will  commence  five year time  charters to a major oil
company. The majority of our tonnage,  including all of our Suezmaxes,  however,
continues to operate in the spot market, giving us the ability to take advantage
of the variability of spot rates. In addition,  five of our product  carriers on
time charter have profit sharing participations, allowing the Company to further
benefit from increased rates in strong markets. The three product carriers being
delivered  in 2004  have  been  time  chartered  with  the same  profit  sharing
arrangement.

     OMI began  increasing  the number of its product  carriers on time charters
during the strong rate market of mid 2000 and  continued to do so  thereafter as
part of its strategy. The following chart reflects OMI's contracted time charter
revenue ("TC  revenue")  through 2007. TC revenue below does not include  profit
sharing in the future periods for the eight vessels  eligible for profit sharing
under their time charter agreements (with the exception of profit sharing earned
and recorded for prior  periods)  and it assumes no  extensions  of current time
charters but it does include OMI's projected requirements relating to drydock.

     The following reflects our contracted TC revenue through 2007.


                                [chart missing]


<TABLE>
<S>                              <C>     <C>       <C>       <C>         <C>        <C>        <C>        <C>
(In Millions)                   2000     2001      2002      2003        2004      2005       2006      2007
                                ----     ----      ----      ----        ----      ----       ----      ----
 TC Revenue                     $16.3    $43.5     $90.4     $104.8      $101.1    $52.4      $33.3     $23.8
 Number of Vessels (a)              5       14        17       21(b)      14(c)      9(d)       5(e)      5(f)

</TABLE>

(a)  Number of vessels at the end of each year.

(b)  During 2003, four new buildings begin time charters.

                                      -5-

<PAGE>

(c)  24 vessels  operate on time charters during 2004 (including one vessel that
     will begin a time  charter  upon  delivery);  assuming  no  extensions,  10
     vessels  complete time charter  contracts  during the year.

(d)  14 vessels operate on time charters during 2005; assuming no extensions,  5
     vessels complete time charter  contracts.

(e)  9 vessels operate on time charter during 2006; assuming no extensions, 4
     vessels complete time charter contracts.

(f)  Two of the vessels will  complete the time  charters in 2008 and three will
     complete time charters in 2009.

     Note:TC  revenue is the amount  contracted  to date in the table  above and
     does not include  projections  other than for  expected  delivery  dates of
     newbuildings  and offhire  relating to drydock.  We intend to time  charter
     nine vessels,  which have time charters  expiring in 2004 at  opportunistic
     times when attractive rates are available.

     Concentration in two vessel categories

     The large scale of our product  carrier and Suezmax fleets relative to many
of our competitors  enables us to realize economies of scale and increase vessel
utilization.  Large and  concentrated  fleets create  economies of scale by more
efficiently  spreading  the overhead  costs,  including  costs  associated  with
vetting and  complying  with  environmental  and other  regulations.  By gaining
expertise in operating,  supplying and maintaining  selected  vessel types,  our
crews and management  also gain greater  efficiency and  effectiveness.  We have
chosen to  concentrate  in  Suezmax  tankers  due to their size  advantage  over
aframax  tankers and greater  geographic  flexibility  relative to VLCC's and to
invest in product  tankers  because of our  observation  that product  producing
refineries  are not  generally  located  near the areas of greatest  demand.  We
expect to increase our  concentration  in Suezmax tankers and product  carriers,
including through  selective  acquisitions and dispositions of our older vessels
as market conditions warrant.

     Continued  acquisition  of modern  vessels

     We have  focused on  acquiring  modern,  double hull  ships,  as we believe
younger  vessels have  significant  competitive  advantages.  In addition to our
fleet  renewal  program,  we will  continue  our  strategy  of  selectively  and
opportunistically  expanding our fleet. Most of our product carrier acquisitions
have  been made  when  long-term  charters  have  been  concluded.  We expect to
continue this strategy, as it grows our fleet with less risk.

                           Our Fleet as of May 8, 2003

                       Type         Year      Metric    Charter
Name of Vessel       of Vessel      Built(1)  Dwt       Expiration   Hull(2)
--------------       ---------     ------------------   ----------   -------
CRUDE OIL VESSELS:
-----------------
  SETTEBELLO         ULCC           1986     322,466     SPOT        SH
  SOMJIN             Suezmax        2001     160,183     SPOT        DH
  DELAWARE           Suezmax        2002     159,452     SPOT        DH
  DAKOTA             Suezmax        2002     159,435     SPOT        DH
  SACRAMENTO         Suezmax        1998     157,411     SPOT        DH
  PECOS              Suezmax        1998     157,406     SPOT        DH
  SABINE             Suezmax        1998     157,332     SPOT        DH
  OLIVER JACOB (3)   Suezmax        1999     157,327     SPOT        DH
  MAX JACOB (3)      Suezmax        2000     157,327     SPOT        DH
  ELBE(4)            Panamax        1984      66,800     SPOT        SH
  NILE(4)            Panamax        1981      65,755     SPOT        SH
  VOLGA(4)           Panamax        1981      65,689     SPOT        SH

                                      -6-

<PAGE>

  TANDJUNG AYU       Handysize      1993      36,362     5/2005      DS
  BANDAR AYU         Handysize      1993      36,345     7/2005      DS
                                           ---------
                                           1,859,290
PRODUCT CARRIERS:
----------------
  OTTAWA             Panamax        2003      70,297     4/2008      DH
  NECHES             Handymax       2000      47,052     9/2004      DH
  SAN JACINTO        Handymax       2002      47,038     3/2005      DH
  GUADALUPE          Handymax       2000      47,037    11/2004      DH
  AMAZON             Handymax       2002      47,037     1/2005      DH
  MOSELLE            Handymax       2003      47,037     2/2006      DH
  ROSETTA            Handymax       2003      47,015     3/2006      DH
  JAG PRATAP (5)     Handymax       1995      45,693    10/2003      DH
  ORONTES            Handysize      2002      37,383     3/2005      DH
  OHIO               Handysize      2001      37,278    12/2004      DH
  ASHLEY             Handysize      2001      37,270    11/2004      DH
  MARNE              Handysize      2001      37,230     9/2004      DH
  TRINITY            Handysize      2000      35,834    10/2006      DH
  MADISON            Handysize      2000      35,828     9/2006      DH
  RHONE              Handysize      2000      35,775     4/2004      DH
  CHARENTE           Handysize      2001      35,751     9/2004      DH
  ISERE              Handysize      1999      35,438     9/2004      DH
  SEINE              Handysize      1999      35,407     7/2004      DH
  SHANNON            Handysize      1991      29,999       SPOT      SH
  RACER              Handysize      1989      29,998       SPOT      SH
  RAIN               Handysize      1990      29,998       SPOT      SH
  SEVERN             Handysize      1988      29,998       SPOT      SH
  ALMA               Handysize      1988      29,996     6/2004      SH
                                           ---------
                                             911,389
                                           ---------
  Total Current Fleet (37 Vessels)         2,770,679
                                           =========
VESSELS ON ORDER
----------------
                                    Date To Be      Metric           Charter
Name of Vessel      Type of Vessel   Delivered        Dwt          Expiration
--------------      --------------  -------------------------      ----------
  TAMAR              Panamax          7/2003       70,100            7/2008
  LOIRE              Handysize        4/2004       37,000            4/2009
  GARONNE            Handysize        7/2004       37,000            7/2009
  (To be named)      Handysize       10/2004       37,000           10/2009
                                                ---------
                                                  181,100
                                                ---------
 Total with Vessels On Order                    2,951,779
                                                =========

 (1) Weighted average age (based on carrying capacity) of the Company's fleet at
     year-end 2002 is 6.2 years.
 (2) "DH" is double hulled, "SH" is single hulled and "DS" is double sided.
 (3) Sold and leased back.
 (4) Time chartered into the Star Tankers Pool.  While the vessels are committed
     by time charter,  the revenues are  dependent on the spot market.
 (5) Time chartered to the Company until October 2003.

A brief  description  of the functions of the various types and sizes of vessels
owned or operated by the Company and others is set forth below:

                                      -7-
<PAGE>

     Product  carrier--normally  carries  refined  petroleum  products  such  as
gasoline, heating oil, aviation fuel, naphtha and kerosene.

     Crude oil tanker--normally carries crude oil and dirty products, such as
     number 6 oil, residual oil and bunkers.

     Handysize--a ship of 25,000 to 40,000 dwt.

     Handymax--a ship of 40,000 to 50,000 dwt.

     Panamax--a ship of 50,000 to 80,000 dwt.

     Aframax--a tanker of 80,000 to 120,000 dwt.

     Suezmax--a crude oil tanker of 120,000 to 200,000 dwt.

     VLCC--a very large crude oil tanker, of 200,000-300,000 dwt.

     ULCC--an ultra large crude oil tanker, or more than 300,000 dwt.


                                      -8-

<PAGE>
                                 USE OF PROCEEDS


     Unless we state otherwise in a prospectus supplement, the net proceeds from
the sale of securities  offered through this prospectus will be used for general
corporate purposes, which may include working capital, capital expenditures, the
acquisition   of  vessels  and  the   reduction  or   refinancing   of  existing
indebtedness.


                     RATIOS OF EARNINGS TO FIXED CHARGES AND
                  RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED SHARE DIVIDENDS


Ratios of Earnings to Fixed Charges

     The following table shows our ratios of earnings to fixed charges:



     2002           2001           2000          1999         1998
-------------   -------------   -----------  -----------  -------------
     1.32           3.35           2.06           (A)         1.07

(A) For the year ended December 31, 1999 the earnings were insufficient to cover
fixed charges by $76,046,000.


Ratios of Earnings to Combined Fixed Charges and Preference Dividends

     We have not paid any  dividends  on  preferred  shares  and as a result the
ratios of earnings to combined  fixed changes and  preference  dividends are the
same as above.

Calculation of Ratios

     The ratios of earnings to fixed charges were calculated based on
information from our records.

     For purposes of these tables, "earnings" is calculated by adding:

     (1)  pre-tax income from continuing  operations  before income or loss from
          equity investees;

     (2)  fixed charges;

     (3)  amortization of capitalized interest; and

     (4)  distributed income of equity investees;

and then subtracting:

     (1)  capitalized interest.

                                      -9-

<PAGE>

"Fixed charges" is calculated by adding:

     (1)  interest expensed and capitalized;

     (2)  amortized capitalized expenses related to indebtedness; and

     (3)  an estimate of the interest within rental expense.

     The term "equity investees" means investments that we account for using the
equity method of accounting.


                         DESCRIPTION OF DEBT SECURITIES

     Our board of directors may,  without  further  action by our  stockholders,
from time to time,  direct the issuance of debt  securities and may, at the time
of issuance,  determine the rights, preference and limitations based on terms of
such indenture agreements between us, as issuer, and a trustee. The following is
a summary of some material provisions of debt securities that we may issue.

     The debt securities covered by this prospectus will be our direct unsecured
obligations.  The debt  securities will be either senior debt  securities,  that
rank on an equal basis with all our other senior  unsecured  and  unsubordinated
debt,  or they  will be  subordinated  debt  securities  that will have a junior
position to all of our senior unsecured debt.

     The  following  description  briefly sets forth  certain  general terms and
provisions of the debt  securities.  The prospectus  supplement for a particular
series  of debt  securities  will  describe  the  particular  terms  of the debt
securities we offer and the extent to which such general provisions may apply to
that particular series of debt securities.

     Our senior debt  securities  will be issued under a senior debt  indenture.
Our  subordinated  debt  securities  will be issued  under a  subordinated  debt
indenture.  The senior debt  indenture and the  subordinated  debt indenture are
sometimes  referred to in this  prospectus  individually  as an 'indenture'  and
collectively as the 'indentures'.

     The following  summaries of certain  provisions of the  indentures  are not
complete and are qualified in their entirety by reference to the indentures. You
should read the indentures for further information. If we make no distinction in
the following  summaries between the senior debt securities and the subordinated
debt  securities or between the  indentures,  such  summaries  refer to any debt
securities and either indenture.

General

     We may offer either senior debt securities or subordinated  debt securities
through  this   prospectus.   The  indentures  allow  us  to  issue  senior  and
subordinated  debt  securities  from time to time up to the aggregate  principal
amount we authorize from time to time.  Pursuant to the terms of the indentures,
we may  register  additional  debt  securities  and  issue  an  unlimited  total
principal amount of debt securities.  We may issue the debt securities in one or
more  series  with  the  same or  different  terms.  We may not  issue  all debt
securities of the same series at the same time. All debt  securities of the same
series need not bear interest at the same rate or mature on the same date.  Each
indenture permits the appointment of a different trustee for each series of debt
securities.  If there is at any time more than one trustee under the indentures,
the term  'trustee'  means each such trustee and will apply to each such trustee
only with respect to those series of debt  securities for which it is serving as
trustee.

                                      -10-

<PAGE>

     We may offer senior debt securities under separate  indentures  between us,
as issuer, and the trustee or trustees identified in the prospectus  supplement.
All references to debt securities,  senior debt securities or subordinated  debt
securities  are  references  to  debt  securities,  senior  debt  securities  or
subordinated debt securities issued by us.

     Except as otherwise  provided in the  prospectus  supplement  relating to a
particular series of debt securities,  the indentures might not limit the amount
of other debt,  secured or unsecured,  that we can issue,  and might not contain
financial or similar restrictive covenants. The indentures might not contain any
provision  to protect  holders of debt  securities  against a sudden or dramatic
decline in our ability to pay our debt.

     The  following  summary  of  the  debt  securities  is  not  complete.  The
prospectus  supplement will describe the particular terms of any debt securities
we may offer and may differ from the terms below.

     The prospectus  supplement  will describe the debt securities and the price
or  prices at which we will  offer the debt  securities.  The  description  will
include:

          o    the  designation,   aggregate  principal  amount  and  authorized
               denominations of the debt securities;

          o    the percentage (discount or premium) of principal amount at which
               the debt securities will be issued;

          o    the date or dates on which the debt securities will mature;

          o    the  rate or rates at which  the debt  securities  will  bear any
               interest or the method by which the rate will be determined;

          o    the dates on which  and  places  at which  any  interest  will be
               payable;

          o    whether  the  debt  securities  are  senior  debt  securities  or
               subordinated debt securities;

          o    the terms of any mandatory or optional repayment or redemption;


          o    if the debt  securities are convertible  into common shares,  the
               terms and  conditions  upon which  conversion  will be  effected,
               including the conversion price, the conversion period and whether
               conversion  is  mandatory,  at the option of the holder or at our
               option;

          o    any index used to  determine  the amount of payments of principal
               or any interest on the debt securities;

          o    whether we will be obligated to pay any additional amounts in the
               event that certain  other  charges are imposed on payments on the
               debt securities as provided below under "--Payments of Additional
               Amounts";

          o    whether we may redeem the debt  securities  before their maturity
               as a result of any amendment or change in taxes as provided below
               under "--Tax Redemption"; and

          o    any other terms of the debt securities.

     If interest is payable on the debt securities, the persons to which and the
manner in which the  interest  will be paid will be set forth in the  prospectus
supplement  relating to the debt securities.  Unless otherwise  indicated in the
applicable prospectus supplement,  the debt securities will not be listed on any
securities exchange.

                                      -11-

<PAGE>

     Some of the debt  securities  may be sold at a substantial  discount  below
their stated principal amount. These debt securities may either bear no interest
or may bear  interest at a rate which at the time of  issuance  is below  market
rates. The U.S. federal income tax consequences and other special considerations
applicable to the discounted debt securities will be described in the prospectus
supplement relating to these debt securities.

     Unless the prospectus supplement for a particular series of debt securities
provides  that the debt  securities of that series may be redeemed at the option
of the  holder,  the  indentures  and the debt  securities  will not provide for
redemption at the option of a holder nor necessarily  afford holders  protection
in the event of a highly  leveraged or other  transaction  that might  adversely
affect holders.

Governing Law

     Debt  securities  offered through this prospectus will governed by the laws
of the State of New York.

Global Securities

     The debt  securities  of a series  may be issued in the form of one or more
global  certificates  that may be deposited  with a depositary  identified  in a
prospectus  supplement.  Unless a global certificate is exchanged in whole or in
part for debt securities in definitive form, a global  certificate may generally
be transferred only as a whole and only to the depositary or to a nominee of the
depositary or to a successor depositary or its nominee.  Prospectus  supplements
will name the particular entity that may act as depositary.

     The related  prospectus  supplement will describe the specific terms of the
depositary  arrangement  with  respect  to that  series of debt  securities.  We
anticipate   that  the  following   provisions  will  apply  to  all  depositary
arrangements.

     Unless otherwise specified in an applicable prospectus  supplement,  global
securities to be deposited with or on behalf of a depositary  will be registered
in the name of such  depositary  or its  nominee.  Upon the issuance of a global
security,  the  depositary  for such global  security will credit the respective
principal amounts of the debt securities  represented by such global security to
the  participants  that have  accounts  with  such  depositary  or its  nominee.
Ownership of beneficial  interests in such global  securities will be limited to
participants in the depositary or persons that may hold interests  through these
participants.

     A  participant's   ownership  of  beneficial   interests  in  these  global
securities  will be shown on the records  maintained  by the  depositary  or its
nominee.  The  transfer  of a  participant's  beneficial  interest  will only be
effected through these records. A person whose ownership of beneficial interests
in these global  securities is held through  participants  will be shown on, and
the transfer of that ownership interest within such participant will be effected
only  through,  records  maintained  by  such  participant.  The  laws  of  some
jurisdictions  require that  certain  purchasers  of  securities  take  physical
delivery of such  securities in definitive  form.  Such limits and such laws may
impair the ability to transfer beneficial interests in a global security.

     So long as the depositary  for a global  security,  or its nominee,  is the
registered  owner of such global  security,  we will consider such depositary or
such nominee, to be the sole owner or holder of the debt securities  represented
by such  global  security.  Except as  described  below,  owners  of  beneficial
interests in global  securities  will not be entitled to have debt securities of
the series  represented  by such global  security  registered in their names and
will not receive or be entitled to receive physical  delivery of debt securities
of such series in  definitive  form.  We will not consider  owners of beneficial
interests  in global  securities  to be the  owners  or  holders  of those  debt
securities under the indentures.

     We will make payment of principal of, premium,  if any, and any interest on
global  securities to the depositary or its nominee,  as the case may be, as the
registered owner or the holder of the global security.  Neither we, the trustee,
any paying agent nor the securities registrar for such debt securities will have
any  responsibility  or liability for any aspect of the records  relating to, or
payments made on account of, beneficial

                                      -12-
<PAGE>

ownership interests relating to such beneficial  ownership interests in a global
security or for  maintaining,  supervising or reviewing any records  relating to
such beneficial ownership interests.

     We expect that the depositary for a permanent global security, upon receipt
of any  payment in respect of a  permanent  global  security,  will  immediately
credit  participants'  accounts with payments in amounts  proportionate to their
respective  beneficial interests in the principal amount of such global security
as shown on the records of such  depositary.  We also  expect  that  payments by
participants  to owners of  beneficial  interests in such global  security  held
through  such  participants  will  be  governed  by  standing  instructions  and
customary practices, as is now the case with securities held for the accounts of
customers  in  bearer  form or  registered  in  'street  name',  and will be the
responsibility of such participants.

     We will at any time and in our sole  discretion  determine  not to have any
debt securities represented by one or more global securities.  In such event, we
will issue debt  securities in definitive form in exchange for all of the global
securities representing such debt securities.

     If set  forth  in the  applicable  prospectus  supplement,  an  owner  of a
beneficial  interest in a global security may, on terms acceptable to us and the
depositary,  receive debt  securities of such series in definitive  form. In any
such instance,  an owner of a beneficial  interest in a global  security will be
entitled  to physical  delivery in  definitive  form of debt  securities  of the
series  represented by such global  security  equal in principal  amount to such
beneficial interest and to have such debt securities registered in its name.

     Registered and Bearer Securities

     Registered  securities may be exchangeable for other debt securities of the
same  series,  registered  in the same name,  for the same  aggregate  principal
amount in authorized  denominations and will be transferable at any time or from
time to time at the office of the  trustee.  The  holder  will not pay a service
charge for any such  exchange  or  transfer  except for any tax or  governmental
charge incidental thereto. If permitted by applicable laws and regulations,  the
prospectus  supplement will describe the terms upon which registered  securities
may be exchanged for bearer  securities of the series.  If any bearer securities
are issued, any restrictions applicable to the offer, sale or delivery of bearer
securities  and the terms upon which  bearer  securities  may be  exchanged  for
registered  securities  of the same series will be described  in the  prospectus
supplement.


Tax Redemption

     If the  prospectus  supplement for a particular  series of debt  securities
provides, we may redeem that series of debt securities before their maturity, in
whole or in part,  if, at any time after the date of  issuance of that series of
securities, as a result of any:

o    amendment to, or change in, the laws of the Marshall  Islands,  the federal
     laws of the United States; or

o    change  in the  application  or  official  interpretation  of such  laws or
     regulations,

where such amendment or change becomes  effective after the date of the issuance
of the series of debt  securities  (a "tax event"),  we become,  or will become,
obligated to pay any additional  amounts as provided below under  "--Payments of
Additional Amounts" and cannot reasonably avoid such obligation.

     Please refer to the prospectus supplement relating to the particular series
of debt  securities  offered  through this  prospectus in order to determine the
amount  of  notice  that we may  give  before  any  redemption  of a  series  of
securities.

                                      -13-

<PAGE>

Payments of Additional Amounts

     If the  prospectus  supplement for a particular  series of debt  securities
provides, we may make all payments on the debt securities of that series without
withholding or deduction for any taxes, or other governmental  charges in effect
on the date of issuance of the debt  securities of that series or imposed in the
future.  In the event any other  charges  are  imposed on  payments  on any debt
security of that series  held by you, we will pay to you  additional  amounts as
may be  necessary so that the net amounts  receivable  by you after any payment,
withholding  or deduction of tax or charge will equal the amounts of  principal,
any  interest  and any  premium  which  would have been  receivable  on the debt
security if there were no such payment,  withholding or deduction. No additional
amounts,  however,  will be paid to you, or to a third party on your behalf, for
any such taxes or charges that have been imposed by reason of:

     o    your  presentation  of the debt security for payment more than 30 days
          after the later of (1) the due date for such  payment  or (2) the date
          we provide funds to make such payment to the trustee;

     o    any estate,  inheritance,  gift, sales,  transfer or personal property
          tax or any similar tax or governmental charge;

     o    any tax or other  governmental  charge  that is payable  other than by
          withholding from payments on the debt security;

     o    any combination of the foregoing events or circumstances; or

     o    any other  circumstance  as  described  in the  prospectus  supplement
          relating to the particular series of debt securities.

     Furthermore, no additional amounts will be paid with respect to any payment
to you if you are a fiduciary or partnership  or other than the sole  beneficial
owner of the payment if a beneficiary  or settlor with respect to such fiduciary
or a member of such partnership or beneficial owner would not have been entitled
to receive the  additional  amounts  had such  beneficiary,  settlor,  member or
beneficial  owner  been the  holder.  Any  reference  in this  summary or in the
indentures  or the debt  securities to principal or interest will be deemed also
to refer to any  additional  amounts  that may be payable as  described  in this
paragraph.

Consolidation, Merger and Sale of Assets

     We,  without  the  consent of the  holders of any of the  outstanding  debt
securities under either indenture, may consolidate with or merge into, or convey
or transfer  our  properties  and assets  substantially  as an entirety  to, any
corporation  organized  under the laws of the  United  States of  America or any
State or the  District  of  Columbia  or under the laws of the  Republic  of the
Marshall Islands, provided, that:

     o    the successor corporation assumes our obligations on all the debt
          securities and under the indentures;

     o    after giving effect to the transaction no event of default under the
          indentures, and no event which, after notice or lapse of time, or
          both, would become an event of default, will have occurred and be
          continuing; and

     o    that various other conditions are met.

Neither  indenture  restricts  a  merger  or  consolidation  in which we are the
surviving corporation.

                                      -14-

<PAGE>

Modification of the Indentures

     We may modify or amend the indentures without the consent of the holders of
any  of  our  outstanding  debt  securities  for  various  enumerated  purposes,
including the naming, by a supplemental  indenture, of a replacement trustee for
a series of debt  securities.  We may  modify or amend the  indentures  with the
consent of the holders of a majority in aggregate  principal  amount of the debt
securities of each series  affected by the  modification  or amendment.  No such
modification  or amendment  may,  however,  without the consent of the holder of
each debt security affected thereby:

     o    modify the terms or payment of principal or interest; or

     o    reduce the stated percentage of holders of debt securities necessary
          to modify or amend the indentures or waive our compliance with certain
          provisions of the indentures and certain defaults thereunder.

Events of Default, Notice and Waiver

     The indentures  provide holders of debt securities with remedies if we fail
to perform specific obligations, such as making payments on the debt securities.
You  should  review  these  provisions  carefully  in order to  understand  what
constitutes an event of default under the indentures.

     Unless stated otherwise in the prospectus  supplement,  an event of default
with respect to any series of debt securities under each indenture will be:

     o    default in the payment of the principal of, or premium, if any, on any
          debt security of such series at its maturity;

     o default in making a sinking fund payment, if any, when due and payable;

     o    default for 30 days in the payment of any installment of interest on
          any debt security of such series;

     o    default for 90 days after written notice in the observance or
          performance of any other covenant in the relevant indenture;

     o    certain events of bankruptcy, insolvency or reorganization, or court
          appointment of a receiver, liquidator or trustee for us or our
          property;

     o    an event of default with respect to any other series of debt
          securities outstanding under the applicable indenture or an event of
          default under any other indebtedness of ours for borrowed money in
          excess of a number to be stated in the prospectus supplement which
          results in an aggregate principal amount of at least such number of
          such other series of debt securities or such other indebtedness
          becoming or being declared due and payable and such acceleration has
          not been rescinded or annulled within 10 days after notice of default
          is given; and

     o    any other event of default provided in or pursuant to the applicable
          resolution of the Board of Directors or supplemental indenture under
          which such series of debt securities is issued.

     The  trustee  may  withhold  notice to the  holders  of any  series of debt
securities of any default with respect to such series  (except in the payment of
principal, premium or interest) if it considers such withholding in the interest
of such holders.

     If any event of default with respect to any series of debt  securities  has
occurred and is  continuing,  the trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities of such series may declare the
principal  of all the  debt  securities  of such  series  to be due and  payable
immediately.

                                      -15-

<PAGE>

     Each  indenture  will  contain a  provision  entitling  the  trustee  to be
indemnified  by the holders  before  proceeding  to exercise  any right or power
under the indenture at the request of any of the holders.  Each  indenture  will
provide  that the holders of a majority  in  aggregate  principal  amount of the
outstanding debt securities of any series may direct the time,  method and place
of  conducting  any  proceeding  for any  remedy  available  to the  trustee  or
exercising any trusts or power  conferred upon the trustee,  with respect to the
debt securities of such series.  The right of a holder to institute a proceeding
with  respect to the  applicable  indenture  is  subject  to certain  conditions
precedent,  including notice and indemnity to the trustee.  However,  the holder
has an absolute  right to the receipt of  principal  of,  premium,  if any,  and
interest,  if any, on the debt securities of any series on the respective stated
maturities  (as  defined  in the  indentures)  and to  institute  suit  for  the
enforcement of these rights.

     The holders of not less than a majority in  aggregate  principal  amount of
the  outstanding  debt  securities of any series may on behalf of the holders of
all the debt  securities of such series waive any past  defaults.  The following
defaults may only be waived with the consent of each holder of an affected  debt
security:

     o    a default in payment of the principal of or premium, if any, or
          interest, if any, on any debt security of such series.

     o    a default in the payment of any sinking fund installment or analogous
          obligation with respect to the debt securities of such series; and

     o    a default in respect of a covenant or provision of the applicable
          indenture which cannot be amended or modified without the consent of
          the holder of each outstanding debt security affected.

     We will furnish to the trustee annual  statements as to the  fulfillment of
our obligations under each indenture.

Defeasance of the Indenture and Debt Securities

     Each indenture will permit us to be discharged from our  obligations  under
such  indenture  and  the  debt  securities  if we  comply  with  the  following
procedures.  This  discharge  from  our  obligations  is  referred  to  in  this
prospectus as defeasance.

     Unless the applicable prospectus supplement states otherwise, if we deposit
with  the  trustee  sufficient  cash  and/or  government  securities  to pay and
discharge the principal and premium,  if any, and interest,  if any, to the date
of  maturity  on  such  series  of debt  securities  then  from  and  after  the
ninety-first day following such deposit:

     o    we will be deemed to have paid and discharged the entire indebtedness
          on the debt securities of any series; and

     o    our obligations under each indenture with respect to the debt
          securities of such series will cease to be in effect.

     Following such defeasance, holders of the applicable debt securities would
be able to look only to the trust fund for payment of principal and premium, if
any, and interest, if any, on their debt securities.

     Such  defeasance  may be treated as a taxable  exchange of the related debt
securities  for  obligations  of the trust or a direct  interest in the money or
government  securities  held in the  trust.  In that case  holders  of such debt
securities would recognize gain or loss as if the trust obligations or the money
or  government  securities  held in the trust,  as the case may be, had actually
been received by the holders in exchange for their debt securities. Such holders
thereafter  might be required to include as income a different  amount of income
than in

                                      -16-

<PAGE>

the absence of such defeasance.  We urge prospective  investors to consult their
own tax advisors as to the specific tax consequences of defeasance.

Provisions Applicable Solely to Subordinated Securities

General

     We will  issue  subordinated  debt  securities  under a  subordinated  debt
indenture.  Holders  of  subordinated  debt  securities  should  recognize  that
contractual  provisions in the subordinated  debt indenture may prohibit us from
making payments on these  securities.  The subordinated debt securities may rank
on an equal  basis  with  certain  other  subordinated  debt of ours that may be
outstanding  from time to time and will rank  junior to all senior  indebtedness
(as defined below or may be defined in the subordinated  debt indenture) of ours
(including  any senior debt  securities)  that may be  outstanding  from time to
time.

     If  subordinated   debt  securities  are  issued  under  the   subordinated
indenture,  the aggregate principal amount of senior indebtedness outstanding as
of a recent date will be set forth in the applicable prospectus supplement.  The
subordinated  indenture does not restrict the amount of senior indebtedness that
we may incur.

Subordination

     The payment of the principal  of, and premium,  if any, and interest on the
subordinated debt securities is expressly subordinated, to the extent and in the
manner set forth in the subordinated indenture, in right of payment to the prior
payment in full of all of our senior indebtedness.  The term senior indebtedness
is defined in the  subordinated  indenture  as  indebtedness  we incur for money
borrowed, all deferrals, renewals or extensions of any such indebtedness and all
evidences of indebtedness  issued in exchange for any such indebtedness.  Senior
indebtedness also includes our guarantees of the foregoing items of indebtedness
for money  borrowed by persons  other than us,  unless,  in any such case,  such
indebtedness  or  guarantee  provides  by its terms that it will not  constitute
senior indebtedness.

     The subordinated debt indenture  provides that, unless all principal of and
any premium or interest on, the senior  indebtedness  has been paid in full,  or
provision  has been made to make  these  payments  in full,  no payment or other
distribution  may be made with respect to the  subordinated  indebtedness in the
following circumstances:

     o    any acceleration of the principal amount due on the subordinated debt
          securities;

     o    the dissolution or winding-up or total or partial liquidation or
          reorganization of OMI, whether voluntary or involuntary or in
          bankruptcy, insolvency, receivership or other proceedings;

     o    a default in the payment of principal, premium, if any, sinking fund
          or interest with respect to any senior indebtedness; or

     o    an event of default (other than a default in the payment of principal,
          premium, if any, sinking funds or interest) with respect to any senior
          indebtedness, as defined in the instrument under which the same is
          outstanding, permitting the holders of senior indebtedness to
          accelerate its maturity, and such event of default has not been cured
          or waived.

     A merger,  consolidation or conveyance of all or  substantially  all of our
assets on the terms and conditions  provided in the subordinated  indenture will
not be deemed a dissolution,  winding-up,  liquidation or reorganization for the
purposes of these subordination provisions.

                                      -17-

<PAGE>

     If  the  holders  of  subordinated   securities   receive  any  payment  or
distribution of our assets not permitted by the  subordination  provisions,  the
holders of  subordinated  debt  securities will have to repay such amount to the
holders of the senior debt securities or to the trustee.

Subrogation

     After the  payment in full of all senior  indebtedness,  the holders of the
subordinated  debt securities will be subrogated to the rights of the holders of
senior  indebtedness  to  receive  payments  or  distributions  of our assets or
securities  applicable to the senior  indebtedness  until the subordinated  debt
securities are paid in full. Under these subrogation provisions,  no payments or
distributions to the holders of senior  indebtedness  which otherwise would have
been payable or  distributable  to holders of the  subordinated  debt securities
will  be  deemed  to be a  payment  by us to or on the  account  of  the  senior
indebtedness. These provisions of the subordinated indenture are intended solely
for  the  purpose  of  defining  the  relative  rights  of  the  holders  of the
subordinated  debt  securities  and the holders of the senior  debt  securities.
Nothing  contained  in the  subordinated  indenture  is  intended  to impair our
absolute  obligation  to pay the  principal of and interest on the  subordinated
debt  securities in accordance with their terms or to affect the relative rights
of the holders of the subordinated  debt securities and our creditors other than
the holders of the senior  indebtedness.  These  subrogation  provisions  of the
subordinated  indenture  will not  prevent the holder of any  subordinated  debt
security from exercising all remedies otherwise permitted by applicable law upon
default  of such  security,  subject to the  rights of  subordination  described
above.


Concerning the Trustees

     Except during the continuance of an event of default,  each of the trustees
will perform only those duties that are  specifically  set forth in the relevant
indenture.  During the  continuance  of any event of default under an indenture,
the trustee  thereunder will exercise its rights and powers under the indenture,
and use the same  degree of care and skill in their  exercise,  as a prudent man
would exercise or use his rights under the  circumstances  in the conduct of his
own affairs.

Governing Law

     The subordinated debt securities and the indenture under which they will be
issued are governed by the laws of the State of New York.


                             DESCRIPTION OF WARRANTS

General

     The  following is a summary of material  provisions of the warrants that we
may  issue  pursuant  to  one  or  more  separate  warrant  agreements,   either
independently or together with other  securities.  This summary does not include
all of the  provisions of the  warrants.  Each series of warrants will be issued
under a separate  warrant  agreement to be entered into between us and a warrant
agent.  The warrant  agent will act solely as our agent in  connection  with the
warrants of such series and will not assume any  obligation or  relationship  of
agency or trust for or with any holders or  beneficial  owners of  warrants.  We
urge  you to read the  form of  warrant  agreement  filed  with  the  applicable
prospectus  supplement.  The terms of the  warrants  to  subscribe  for our debt
securities include those stated in the forms of warrant  agreements.  Provisions
of the forms of  warrant  agreements  or terms  defined  in the forms of warrant
agreements summarized below are incorporated into this prospectus by reference.

                                      -18-

<PAGE>

     We may issue warrants for the purchase of:

     o   debt securities,

     o   preferred stock, or

     o   common stock.

     The  warrants  may be issued  in one or more  series.  Please  refer to the
prospectus  supplement  relating to  particular  series of warrants for specific
terms of the warrants, including the following terms:

     o    the type and number of warrants;

     o    the name,  amount and terms of the  securities  for which the warrants
          may be exercised;

     o    if  applicable,  the name and terms of the  securities  with which the
          warrants  are issued and the number of warrants  issued with each such
          security;

     o    the expiration date of the warrants;

     o    the period during which warrants may be exercised;

     o    the exercise price of the warrants;

     o    the minimum or maximum amount of the warrants that may be exercised at
          any one time;

     o    any mandatory or optional call provisions;

     o    the identity of the warrant agent;

     o    a discussion of certain Federal income tax considerations; and

     o    any other terms of the warrants offered thereunder.

     The warrants will be represented by warrant  certificates.  We will pay all
stamp taxes and any other duties to which the  original  issuance of the warrant
certificates may be subject.

Transfer and Exchange

     Warrants may be transferred or exchanged pursuant to procedures outlined in
the  applicable  warrant   agreement.   No  service  charge  will  be  made  for
registration  of transfer or exchange upon surrender of any warrant  certificate
at the office of the applicable  warrant agent  maintained for that purpose.  We
may require  payment of a sum sufficient to cover any tax or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of warrant certificates.

     No warrant or warrant certificate will entitle the holder thereof to any of
the rights of a holder of the security  for which the warrant may be  exercised,
including  the right to  receive  payments  of  principal  or  interest  on debt
securities or to enforce any of the covenants in any indenture  relating to debt
securities  or the right to receive  dividends on common or  preferred  stock or
vote with common or preferred.

Exercise of Warrants

     In order to exercise warrants,  the holder of the warrants will be required
to surrender to the warrant  agent the related  warrant  certificate  and pay in
full the  exercise  price  for the  securities  to be  subscribed  for

                                      -19-

<PAGE>

upon such  exercise.  The exercise price must be paid in cash or by certified or
official  bank check or by wire  transfer  to an account we  designate  for such
purpose.  The warrant agent then will deliver the  applicable  securities to the
holder, and will issue a new warrant certificate for any warrants not exercised.

Amendment of Warrant Agreement

     From time to time,  we and the  warrant  agent under the  relevant  warrant
agreement,  may amend or supplement the warrant  agreement for certain  purposes
without the consent of the holders of the warrants issued thereunder,  including
to cure defects or  inconsistencies  or make any change that does not materially
and adversely affect the rights of any holder.  Any amendment or supplement to a
warrant  agreement  that has a material  adverse  effect on the interests of the
holders of the warrants  issued  thereunder  will require the written consent of
the holders of a majority of the outstanding warrants issued thereunder.

     The  written  consent  of each  holder of the  warrants  affected  shall be
required for any amendment that:

     o    increases the exercise price;

     o    shortens the period during which warrants may be exercised;

     o    if the  warrants  may be redeemed at our option,  reduces the price at
          which the warrants may be redeemed; or

     o    materially and adversely affects the exercise rights of holders.


                          DESCRIPTION OF CAPITAL STOCK

     We outline below a summary of material  information relating to our capital
stock,   including   summaries  of  certain   provisions   of  our  articles  of
incorporation,  as amended,  and our by-laws, as amended.  This summary does not
include all of the provisions of our articles of incorporation or by-laws. These
statements  do not  purport  to be  complete,  or to  give  full  effect  to the
provisions of statutory or common laws, and are subject to, and are qualified in
their  entirety  by  reference  to,  the terms and  detailed  provisions  of the
articles  of  incorporation  and of the  by-laws.  We urge  you to read our full
articles of incorporation and by-laws.

Common Stock

     Each  holder  of  common  stock is  entitled  to one  vote  for each  share
registered in the holder's name on our books on all matters  submitted to a vote
of  stockholders.  Except as  otherwise  provided by law,  the holders of common
stock  entitled to exercise more than 50% of the voting rights in an election of
directors can elect 100% of the directors to be elected if they choose to do so.
In this event, the holders of the remaining common stock voting for the election
of  directors  will not be able to elect any persons to the board of  directors.
Holders  of  common  stock  have  no  preemptive,  subscription,  redemption  or
conversion  rights.  Subject to the prior  rights of  holders  of the  preferred
stock, the holders of the common stock are entitled to receive,  in the event of
liquidation,  dissolution  or winding up, pro rata, all assets  remaining  after
payment of all obligations,  and are entitled to receive the dividends as may be
declared by the board of directors out of funds legally available therefor.

     On November  19, 1998,  the board of  directors  approved the adoption of a
shareholder  rights  plan in which it  declared a dividend  distribution  of one
right  for  each  outstanding  share  of  common  stock,   $0.50  par  value  to
stockholders  of record at the close of  business  on May 1,  1998.  Each  right
entitles the record holder to purchase from us one hundred-thousandth of a share
of our Series A  Participating  Preferred  Stock,  $1.00 par value at a price of
$25.00, subject to adjustment in certain circumstances.

                                      -20-

<PAGE>

     Initially,  the rights attach to the certificates  representing outstanding
shares of common  stock,  and no rights  certificates  will be  distributed.  In
general,  the rights will separate from the common stock and a distribution date
will occur only if a public announcement that a person or group of affiliated or
associated persons has acquired (an "Acquiring  Person"),  or obtained the right
to acquire,  beneficial  ownership of 15% or more of the  outstanding  shares of
common stock, or after the  commencement of a tender offer or exchange offer if,
upon  consummation  thereof,  the person or group  making the offer would be the
beneficial  owner of 15% or more of the  outstanding  shares  of  common  stock.
Thereafter, under certain circumstances,  each right (other than any rights that
are or were  beneficially  owned by an  Acquiring  Person,  which rights will be
void) could become  exercisable  to purchase at the  purchase  price a number of
shares of common  stock (or,  in certain  circumstances,  the common  stock of a
company  into  which we are  merged or  consolidated  or to which we sell all or
substantially  all of our assets)  having a market  value equal to two times the
purchase price.

Special Article and By-Law Provisions

     Our articles of incorporation provide for three classes of directors having
staggered  terms.  The term of office of each class is three years. The articles
of  incorporation  also provide that directors may be removed only for cause and
only  by the  affirmative  vote  of the  holders  of not  less  than  80% of the
outstanding  shares of capital stock  entitled to vote generally in the election
of our directors.

     Our  articles  of  incorporation  require a vote of the holders of not less
than 80% of the voting  stock to approve a merger or  consolidation,  or a sale,
lease, exchange, transfer or other disposition of all or any substantial part of
our assets to certain other persons,  entities and groups,  and their affiliates
and  associates,  holding  directly  or  indirectly  more than 10% of our voting
stock, unless (1) such merger,  consolidation,  disposition or other transaction
was  approved by at least 66 2/3% of the members of the board of  directors  who
are continuing directors (as defined in the certificate of incorporation) or (2)
in the case of a merger, consolidation,  or sale of assets, the cash or the fair
market value or other consideration to be received by our common stockholders is
at least equal to the highest price paid by such 10% holder for its shares,  and
certain other conditions are met.

     Under the by-laws, any action required to be taken or which may be taken at
any annual or special meeting of shareholders  may be taken without a meeting if
a consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

     The foregoing provisions could render more difficult or discourage a tender
offer, merger or proxy contest for control of the corporation and could have the
effect of making it more  difficult  to  remove  incumbent  management  in these
situations.

     The by-laws also require the approval of at least 66 2/3% of the members of
the  board of  directors  to take  certain  actions,  including  the  amendment,
notification or repeal of any of the by-laws.

Preferred Stock

     Our board of directors may,  without  further  action by our  stockholders,
from time to time,  direct the issuance of shares of  preferred  stock in series
and  may,  at the  time of  issuance,  determine  the  rights,  preference,  and
limitations  of  each  series.  Satisfaction  of  any  dividend  preferences  of
outstanding shares of preferred stock would reduce the amount of funds available
for the payment of  dividends  on shares of common  stock.  Holders of shares of
preferred stock may be entitled to receive a preference  payment in the event of
any liquidation, dissolution or winding-up of the corporation before any payment
is made to the holders of shares of common stock.  Under certain  circumstances,
the issuance of shares of preferred  stock may render more  difficult or tend to
discourage a merger, tender offer, proxy contest, the assumption of control by a
holder  of a  large  block  of  our  securities  or  the  removal  of  incumbent
management.  Our board of directors,  without  stockholder  approval,  may issue
shares of  preferred  stock  with  voting  and  conversion  rights  which  could
adversely  affect the  holders of shares of common  stock.  The total  number of
preferred  shares that can be issued is  currently 5 million,  none of which are
issued or  outstanding,  less shares  required  to be  reserved  pursuant to our
Rights plan.

                                      -21-

<PAGE>

Dividends

     Our board of directors has not declared dividends to this date. Our current
policy is not to pay  dividends,  but to retain  cash for future  business.  Any
determination  to pay  dividends in the future will be at the  discretion of our
board of  directors  and will depend upon the results of  operations,  financial
condition, capital restrictions,  covenants and other factors deemed relevant by
the board of directors.

                              PLAN OF DISTRIBUTION

     We and the selling  shareholders may sell the securities  described in this
prospectus from time to time in one or more of the following ways:

     o    to or through underwriters or dealers;

     o    directly to one or more purchasers;

     o    through agents; or

     o    through a combination of any of such methods of sale.

     The  prospectus  supplement  with  respect to the offered  securities  will
describe the terms of the offering, including:

     o    the name or names of any agents or underwriters,

     o    the purchase price of such securities and the proceeds to us from such
          sale,

     o    any underwriting discounts and other items constituting underwriters'
          or agents' compensation,

     o    any initial public offering price,

     o    any discounts or concessions allowed or reallowed or paid to dealers,

     o    any selling shareholders, and

     o    any securities exchanges on which such securities may be listed.

     Only agents or underwriters  named in the prospectus  supplement are deemed
to be agents or underwriters in connection with the securities  offered thereby.
If  underwriters  are used in the sale, the  securities  will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, either:

     o    at a fixed public offering price or prices,

     o    at market prices prevailing at the time of sale,

     o    at varying prices determined at the time of sale, or

     o    at negotiated prices.

     The  obligations of the  underwriters  to purchase the  securities  will be
subject to various conditions precedent,  and the underwriters will be obligated
to  purchase  all of the  securities  of the series  offered  by the  prospectus
supplement relating to such series if any of such securities are purchased.  Any
initial  public

                                      -22-


<PAGE>


offering price and any discounts or concessions  allowed or reallowed or paid to
dealers may be changed from time to time.

     We and the  selling  shareholders  may also  sell  securities  directly  or
through agents  designated from time to time. Any agent involved in the offering
and  sale of the  offered  securities  is  named  in the  applicable  prospectus
supplement.  Any commissions  payable by us or the selling  shareholders to such
agent are set forth in the applicable  prospectus  supplement.  Unless otherwise
indicated  in such  prospectus  supplement,  any such  agent is acting on a best
efforts basis for the period of its appointment.

     If so indicated  in a  prospectus  supplement,  we will  authorize  agents,
underwriters or dealers to solicit offers by certain institutional  investors to
purchase  securities  providing  for  payment  and  delivery  on a  future  date
specified in such prospectus supplement. There may be limitations on the minimum
amount  that may be  purchased  by any  such  institutional  investor  or on the
portion of the aggregate principal amount of the particular  securities that may
be sold pursuant to such arrangements.

     Shares of our common  stock may be offered or sold in  connection  with the
settlement of forward purchase  contracts we enter into from time to time with a
financial  institution  or in connection  with the payment of other  contractual
obligations.  The financial institution or contracting party may be deemed to be
an underwriter or may be deemed to be a selling  shareholder.  If any such sales
are  conducted,  whether  the third  party is deemed to be an  underwriter  or a
selling  shareholder,  the prospectus  supplement related to such sales will set
forth, as required, the following information:

     o    the identity of the underwriter or selling shareholder,

     o    the amount of shares being sold,

     o    the aggregate number of shares held by the financial institution
          before and after the proposed sale,

     o    and any material arrangements between us and the financial institution
          within the past three years.

     In  connection  with an offering,  the  underwriters  may purchase and sell
securities  in the open  market.  These  transactions  may include  short sales,
stabilizing  transactions  and  purchases  to cover  positions  created by short
sales.  Short sales  involve  the sale by  underwriters  of a greater  number of
securities  than they are  required  to  purchase  in an  offering.  Stabilizing
transactions  consist  of  certain  bids or  purchases  made for the  purpose of
preventing or retarding a decline in the market price of the securities while an
offering is in progress.

     The  underwriters  also may  impose  a  penalty  bid.  This  occurs  when a
particular  underwriter repays to the underwriters a portion of the underwriting
discount  received by it because the underwriters  have  repurchased  securities
sold by or for the account of the  underwriter in stabilizing or  short-covering
transactions.

     These activities by the  underwriters may stabilize,  maintain or otherwise
affect  the  market  price of the  securities.  As a  result,  the  price of the
securities may be higher than the price that  otherwise  might exist in the open
market.  If these  activities are  commenced,  they may be  discontinued  by the
underwriters at any time.  These  transactions may be effected on an exchange or
automated  quotation  system,  if the  securities are listed on that exchange or
admitted  for  trading  on  that   automated   quotation   system,   or  in  the
over-the-counter market or otherwise.

     The  distribution of the securities may be carried out from time to time in
one or more  transactions at a fixed price or prices,  which may be changed,  at
market prices  prevailing  at the time of sale, at prices  related to prevailing
market prices or at negotiated prices.

     In  connection  with  the  sale of  securities,  underwriters  may  receive
compensation  from us or from  purchasers of securities for whom they may act as
agents in the form of discounts,  concessions or commissions.

                                      -23-
<PAGE>

Underwriters  may sell  securities  to or through  dealers and these dealers may
receive compensation in the form of discounts,  concessions and commissions from
the  underwriters  and commissions  from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
securities  may be deemed to be  underwriters,  and any discounts or commissions
received by them from us and any profit on the resale of  securities by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
Any of  these  underwriters  or  agents  will  be  identified,  and  the  amount
underwritten  by the  underwriter  or agent,  the  nature  of the  underwriter's
obligation,  and any  compensation  received  from us will be  described  in the
applicable prospectus supplement.

     Under  agreements  that we may enter into,  the  underwriters,  dealers and
agents who  participate in the  distribution  of the securities  offered through
this  prospectus  may be  entitled  to  indemnification  by us  against  certain
liabilities,  including  liabilities under the Securities Act or to contribution
with respect to payments required to be made in respect thereof.

     The securities  offered through this prospectus  (other than common shares)
will  be  new  issues  of  securities   with  no  established   trading  market.
Underwriters and agents who purchase the securities for public offering and sale
may make a market in these  securities,  but these  underwriters and agents will
not be  obligated to do so and may  discontinue  any  market-making  at any time
without  notice.  No assurance  can be given as to the  liquidity of the trading
market for the securities.

     We may  authorize  agents,  underwriters  or dealers  to solicit  offers by
certain  institutional  investors to purchase  offered  securities which will be
paid for and  delivered on a future date  specified in a prospectus  supplement.
The  obligations  of any  purchasers  under this  delayed  delivery  and payment
arrangements  will not be subject to any conditions  except that the purchase at
delivery must not be prohibited under the laws of any jurisdiction in the United
States to which the  institution is subject.  The  underwriters  and these other
persons  will  not  have  any  responsibility  in  respect  of the  validity  or
performance of these contracts.

                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from the  Company's  Annual  Report on Form  10-K for the year  ended
December  31,  2002 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The  validity of the  issuance  of the  Securities  offered  hereby will be
passed  upon for OMI by Fredric S.  London,  Esq.,  Senior  Vice  President  and
General Counsel of OMI.


                                      -24-
<PAGE>

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 14.  Other Expenses Of Issuance And Distribution

     The expenses  payable in connection  with the issuance and  distribution of
the  securities  being  registered  (other than  underwriting  discount)* are as
follows:

     Filing fee of Securities and Exchange Commission relating
     to registration statement...................................     $20,225.00

     Fees and expenses of counsel for the Registrant,
     White & Case LLP...........................................       $5,000.00

     Fee of accountants, Deloitte & Touche LLP..................      $10,000.00

     Miscellaneous..............................................           $0.00

     Total......................................................      $35,225.00


_______________________
*    Each  of the  expenses  listed  above  is  estimated  except  for  the  SEC
     registration fee.

Item 15.  Indemnification of Directors and Officers

     Marshall  Islands law provides that with respect to legal actions against a
person by reason of the fact that such person is or was a director or officer of
a corporation,  such  corporation (i) must indemnify such person for expenses of
litigation when such person is successful on the merits; (ii) may indemnify such
person  for  expenses,  judgments,  fines  and  amounts  paid in  settlement  of
litigation (other than in an action by or in right of the corporation),  even if
such person is not successful on the merits,  if such person acted in good faith
and in a manner that such person reasonably  believed to be in or not opposed to
the best interests of the corporation (and, in the case of criminal proceedings,
had no reason to believe that  conduct was  unlawful);  and (iii) may  indemnify
such person for the expenses of a suit by or in the interest of the corporation,
even if such person is not  successful  on the merits,  if such person  acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed  to  the  best   interests  of  the   corporation,   provided   that  no
indemnification  may be made if such  person  has  been  found to be  liable  of
negligence  or misconduct in the  performance  of his duties to the  corporation
unless the court in which such action was brought  determines that,  despite the
finding of liability, such person is fairly and reasonably entitled to indemnity
for such  expenses.  The  advancement  of  litigation  expenses to a director or
officer  is also  authorized  upon  receipt  by the  board  of  directors  of an
undertaking  to repay such  amounts  if it is  ultimately  determined  that such
person is not entitled to  indemnification.  Our articles of  incorporation  and
by-laws limit personal liability of directors and officers to the fullest extent
permitted by Marshall Islands law.

<PAGE>

Item 16.  Exhibits

Exhibit
Number              Description
-------             -----------

1.1*                Form of Underwriting Agreement

3.1***              The Articles of Incorporation of OMI Corporation

3.2***              By-laws of OMI Corporation

4.1**               Rights Agreement dated November 19, 1998

4.2***              Form of Common Stock Certificate

4.3*                Form of Senior Indenture

4.4*                Form of Subordinated Indenture

4.5*                Form of Certificate of Designation with respect to Preferred
                    Stock

4.6*                Form of Warrant

5                   Opinion of Fredric S. London, Esq. as to the legality of the
                    Offered  Securities  and  Rights  registered  hereunder.
12
                    Computation  of Ratio of  Earnings  to  Fixed  Charges

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of  Fredric S.  London,  Esq.  (included  in Exhibit
                    Number 5).

24                  Power of Attorney  (included in Part II of this Registration
                    Statement).


*    To be filed by amendment  or as an exhibit to a report  pursuant to Section
     13(a), 13(c) or 15(d) of the Exchange Act.

**   Incorporated by reference from the Company's Form 8-K dated May 15, 1998.

***  Incorporated  by reference  from the Company's  Form S-1 filed May 15, 1998
     (Registration No. 333-52771).

Item 17.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
registration statement;

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

                                      -2-

<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation of Registration  Fee" table in this  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  registration
          statement  or  any  material  change  to  such   information  in  this
          registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the registrant  pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (d) The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information  omitted from the form of prospectus filed as part
     of this registration statement in

                                      -3-

<PAGE>

     reliance upon Rule 430A and contained in a form of prospectus  filed by the
     registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
     Act  shall be deemed to be part of this  registration  statement  as of the
     time it was effective.

          (2) For the purpose of determining  any liability under the Securities
     Act of  1933,  each  post-effective  amendment  that  contains  a  form  of
     prospectus shall be deemed to be a new registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be initial bona fide offering thereof.

                                      -4-

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The City of New York, State of New York, on the 13th day of May,
2003.

                                    OMI Corporation
                                    (Registrant)



                                    By: /s/ Fredric S. London
                                       -----------------------------------
                                       Fredric S. London
                                       Senior Vice President and General Counsel


                                    By: /s/ Kathleen C. Haines
                                       -----------------------------------
                                       Kathleen C. Haines
                                       Senior Vice President and Chief Financial
                                         Officer

                                      -5-

<PAGE>
                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Fredric
S.  London  and  Kathleen  C.  Haines  and  each of them,  his  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  any  and all  amendments  to this  Registration  Statement
(including  post-effective  amendments) to this  Registration  Statement and any
related  registration  statements  filed  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and to  perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      NAME                    SIGNATURE                     DATE
      ----                    ---------                     ----

Robert Bugbee             /s/ Robert Bugbee              May 13, 2003
Director                  --------------------------

James N. Hood             /s/ James N. Hood              May 13, 2003
Director                  --------------------------

Michael Klebanoff         /s/ Michael Klebanoff          May 13, 2003
Director                  --------------------------

Philip J. Shapiro         /s/ Philip J. Shapiro          May 13, 2003
Director                  --------------------------

Edward Spiegel            /s/ Edward Spiegel             May 13, 2003
Director                  --------------------------

Craig H. Stevenson, Jr.   /s/ Craig H. Stevenson, Jr.    May 13, 2003
Director                  ---------------------------

Donald C. Traucht         /s/ Donald C. Traucht          May 13, 2003
Director                  ---------------------------

James D. Woods            /s/ James D. Woods             May 13, 2003
Director                  ----------------------------


                                      -6-

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number              Description
------              ------------------
1.1*                Form of Underwriting Agreement

3.1***              The Articles of Incorporation of OMI Corporation

3.2***              By-laws of OMI Corporation

4.1**               Rights Agreement dated November 19, 1998

4.2***              Form of Common Stock Certificate

4.3*                Form of Senior Indenture

4.4*                Form of Subordinated Indenture

4.5*                Form of Certificate of Designation with respect to Preferred
                    Stock

4.6*                Form of  Warrant

5                   Opinion of Fredric S. London, Esq. as to the legality of the
                    Offered Securities and Rights registered hereunder.

12                  Computation of Ratio of Earnings to Fixed  Charges

23.1                Consent of Deloitte & Touche LLP.

23.2                Consent of  Fredric S.  London,  Esq.  (included  in Exhibit
                    Number 5).

24                  Power of Attorney (included in Part II of this
                    Registration Statement).

*    To be filed by amendment  or as an exhibit to a report  pursuant to Section
     13(a), 13(c) or 15(d) of the Exchange Act.

**   Incorporated by reference from the Company's Form 8-K dated May 15, 1998.

***  Incorporated  by reference  from the Company's  Form S-1 filed May 15, 1998
     (Registration No. 333-52771).



                                      -7-

<PAGE>
                                                                       Exhibit 5


                                                                    May 13, 2003



OMI Corporation
One Station Place
Stamford, Connecticut 06902

         Re:    OMI Corporation,
                Registration Statement on Form S-3

Ladies and Gentlemen:

     I am General Counsel of OMI  Corporation,  a Marshall  Islands  corporation
(the  "Corporation"),  in connection  with the  preparation  and filing with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "Act"), of the above-captioned  Registration  Statement
on Form S-3 (the  "Registration  Statement"),  relating to the  registration  of
$250,000,000 in aggregate principal amount of the Corporation's debt securities,
common stock,  preferred  stock,  and warrants (the "Offered  Securities"),  and
rights to  purchase  Series A  Participating  Preferred  Stock,  par value $1.00
issuable  in  certain  circumstances  with  the  shares  of  Common  Stock  (the
"Rights").

     In arriving at the opinions  expressed below, I have examined and relied on
the originals or copies certified or otherwise  identified to my satisfaction of
all such corporate  records of the  Corporation  and such other  instruments and
other  certificates or public  officials,  officers and  representatives  of the
Corporation and such other persons,  and I have made such  investigation of law,
as I have deemed  appropriate as a basis for the opinions  expressed  below.  In
rendering  the opinions  expressed  below,  I have assumed and have not verified
that the signatures on all documents that I have examined are genuine.

     I have also investigated such questions of law for the purpose of rendering
the opinions in this letter as I have deemed necessary.  The opinions  expressed
below are subject to the qualification  that I do not profess to be an expert in
any laws other than those of the United  States of America  and the State of New
York.  Insofar as the laws of the Republic of the Marshall  Islands are involved
in the opinions hereinafter expressed, I have relied upon opinions and advice of
Marshall  Islands  counsel  rendered  in  transactions  which I  consider  to be
sufficiently  similar to those contemplated by the Registration  Statement as to
afford a satisfactory basis for such opinions,  upon my independent  examination
of the  Associations Law of the Republic of the Marshall Islands as published in
April 2001 and covering all laws enacted by the Nitijela through January 2001 as
made   available   to  me  by  the   Marshall   Islands   Maritime  &  Corporate
Administrators,  Inc., and upon my knowledge of the  interpretation of analogous
corporate  laws of the State of New York.  In  rendering  the opinions set forth
below, I have assumed that the laws of the Republic of the Marshall  Islands and
regulations  examined by me have not been the subject of any further  amendments
and that the persons who  executed  the  aforementioned  certificates  of public
officials are duly authorized to act in such capacity on behalf of the Registrar
of Corporations of the Republic of the Marshall Islands.

<PAGE>

     Based on the foregoing and the legal  considerations  that I deem relevant,
it is my opinion that the Offered  Securities will be legally issued and binding
obligations  of  the  Corporation  (except  as  may be  limited  by  bankruptcy,
insolvency,  reorganization other laws relating to the enforcement of creditors'
rights or by general  principles of equity) when (i) the Registration  Statement
relating to the Offered  Securities  shall have become  effective under the Act,
(ii) the applicable  Indenture shall have been duly  authorized,  executed,  and
delivered  by the  Corporation  and the  Trustee  named  therein,  and (iii) the
Offered  Securities shall have been duly executed and  authenticated as provided
in the Indenture and duly delivered to the purchasers thereof against payment of
the agreed consideration therefor. To the extent that any Offered Securities are
common stock, the Rights associated  therewith have been duly authorized and are
valid, binding and enforceable obligations of the Corporation.

     Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability  of any agreement or obligation  of the  Corporation,  (a) I have
assumed that each other party to such  agreement  or  obligation  has  satisfied
those legal  requirements  that are applicable to it to the extent  necessary to
make such agreement or obligation  enforceable against it, and (b) such opinions
are subject to  applicable  bankruptcy,  insolvency  and similar laws  affecting
creditors' rights generally and to general principals of equity.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to my name  in the  Registration
Statement  and the related  Prospectus  under the caption  "Legal  Matters."  By
giving such consent,  I do not admit that I am an "expert" within the meaning of
the Act or the rules and  regulations of the Commission  issued  thereunder with
respect to any part of the Registration Statement, including this exhibit.

                                   Very truly yours,


                                   /s/ Fredric S. London
                                   ----------------------------------------
                                   Fredric S. London
                                   Senior Vice President and General Counsel


                                      -9-

<PAGE>
                                                                      Exhibit 12




                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           ($000's, Except the Ratio)

<TABLE>
<CAPTION>
                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                          ----------------------------------------------------------
<S>                 <C>                                     <C>                 <C>       <C>         <C>     <C>
EARNINGS:                                                          2002       2001        2000        1999     1998
                                                          ----------------------------------------------------------
                   Earnings from Continuing                      14,063     82,122      49,858    (79,320)    2,075
                   Operations (A)
ADD:               Fixed Charges                                 34,737     34,438      47,666      29,893   25,826
                   Amortization of Capitalized Interest             307        281         255         208       78
                   Distribution from Joint Ventures                   -      2,494       1,209       2,450    3,430
                                                                                             -           -        -
SUBTRACT:          Capitalized Interest                         (3,114)    (4,052)       (946)     (1,384)  (3,732)
                                                                                             -           -        -
                                                          ----------------------------------------------------------
                   TOTAL  EARNINGS                               45,993    115,283      98,042    (48,153)   27,677
                                                          ----------------------------------------------------------
FIXED CHARGES:
                   Interest Expense                              22,478     19,303      25,806      17,425   10,497
                   Capitalized Interest                           3,114      4,052         946       1,384    3,732
                   Capitalized Expenses Relating to Debt          1,466      4,354       7,030         278      983
                   Estimate of Interest in Rental Expense         7,679      6,729      13,884      10,806   10,614

                                                          ----------------------------------------------------------
                   TOTAL FIXED CHARGES                           34,737     34,438      47,666      29,893   25,826
                                                          ----------------------------------------------------------

                   RATIO OF EARNINGS TO FIXED
                   CHARGES                                         1.32       3.35        2.06     (B)         1.07



(A) Income before income taxes and equity from operations in joint ventures.

(B) For the year ended December 31, 1999 the earnings were insufficient to cover fixed charges by $78,046,000.

</TABLE>

<PAGE>


                                  EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of OMI  Corporation on Form S-3 of our report dated February 4, 2003 (except for
Note 5 and the  first  paragraph  of Note 17 as to which  the date is March  14,
2003),  appearing in the Annual Report on Form 10-K of OMI  Corporation  for the
year  ended  December  31,  2002 and to the  reference  to us under the  heading
"Experts" in the Prospectus, which is part of this Registration Statement.

                                        /s/ Deloitte & Touche LLP
                                        -------------------------
                                            Deloitte & Touche LLP



                                        New York, New York
                                        May 13, 2003



                                      -11-