AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON FEBRUARY __, 2000
                              SUBJECT TO AMENDMENT

                                                REGISTRATION NO. ______-________

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

                       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 06901
                                 (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 06901
                                 (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, CT  06901                    New York, New York  10036
            (203) 602-6700                            (212) 819-8200


         APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  As
soon as practicable 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.  [__]

         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>


                                                         CALCULATION OF REGISTRATION FEE

<CAPTION>
                                                           Proposed maximum     Proposed maximum
     Title of each class of            Amount to be        offering price per   aggregate offering    Amount of
   securities to be registered          registered              share(1)             price(1)        registration fee

<S>                                  <C>                       <C>               <C>                  <C>

Common Stock, par value $0.50        6,299,998 shares          $2.25             $14,174,995          $3,742.20
  per share (and related Rights      (and an equal number
(the "Rights") with the shares          of Rights)
of Common Stock)

----------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,  and based
on the  average of the high and low  prices of the Common  Stock on the New York
Stock Exchange on February 8, 2000.]
</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 the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

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


================================================================================
The information contained 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 or any applicable state securities commission
is effective.  This  Prospectus is not an offer to sell these  securities and is
not soliciting an offer to buy these  securities in any state where the offer or
sale is not permitted.
================================================================================



<PAGE>



                                 Subject to Completion, Dated February ___, 2000
Prospectus
                                6,299,998 Shares
                                 OMI CORPORATION
                                  Common Stock

         This  is a  public  offering  of  shares  of  Common  Stock  of the OMI
Corporation by the Selling  Stockholders  named in this Prospectus.  The Selling
Stockholders  are offering  6,299,998 shares of Common Stock of OMI Corporation.
OMI Corporation will not receive any of the proceeds from the offering.

         With each share being offered,  there is one Right to purchase Series A
Participating  Preferred  Stock,  par value $1.00 per share of OMI  Corporation.
This  Right is  exercisable  in  certain  circumstances  arising  from a hostile
takeover attempt.

         The  Common  Stock is listed on the New York Stock  Exchange  under the
symbol "OMM." On February ___,  2000, the last reported sale price of the Common
Stock on the NYSE was $__ per share.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION  HAS APPROVED OR DISAPPROVED  THESE  SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                       Prospectus dated February __, 2000


<PAGE>


                                TABLE OF CONTENTS

Available Information........................................................ 3
Incorporation of Certain Information by Reference............................ 4
The Company.................................................................. 5
Use of Proceeds.............................................................. 5
Common Stock Price Range..................................................... 5
Dividend Policy.............................................................. 6
Selling Stockholders......................................................... 6
Plan of Distribution......................................................... 7
Legal Matters................................................................ 7
Experts...................................................................... 8



<PAGE>


         As used in this Prospectus,

         (a) the "Common  Stock"  means the common stock of OMI, par value $0.50
per share;  references  to the Common Stock will  generally  include the related
Rights;

         (b) the  "Company"  or "OMI"  means  the OMI  Corporation,  a  Marshall
Islands corporation;

         (c) the "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

         (d) the "NYSE" means the New York Stock Exchange;

         (e) the "Rights"  means the rights to purchase  Series A  Participating
Preferred  Stock of the  Company,  with $1.00 par value per share,  issuable  in
certain circumstances with the shares of Common Stock;

         (f) the "Securities  Act" means the Securities Act of 1933, as amended;
and

         (g) the "Selling  Stockholders" are the persons identified in the table
under the heading "Selling Stockholders" in this prospectus.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").

         The Company has filed with the Commission a  registration  statement on
Form S-3 (together with all amendments and exhibits  thereto,  the "Registration
Statement"),  under the Securities Act for the  registration of the Common Stock
and  Rights  offered  hereby.   This  prospectus   constitutes  a  part  of  the
Registration  Statement  and does not  contain  all the  information  set  forth
therein,  certain parts of which have been omitted as permitted by the rules and
regulations  of the  Commission.  Any  statements  contained in this  prospectus
concerning the provisions of any contract or other document are not  necessarily
complete and, in each  instance,  reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or otherwise
filed with the  Commission.  Each such statement is qualified in its entirety by
such reference. For further information regarding the Company and the securities
offered hereby, you should refer to the Registration Statement.

         You can inspect  and copy the  Registration  Statement,  as well as the
reports,  proxy statements and other  information  filed by the Company with the
Commission,  at the public reference facilities  maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and
at the Commission's  regional offices in Chicago, 500 West Madison Street, Suite
1400,  Chicago,  Illinois 60661, and in New York, Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  You can also obtain  copies of this material
from the Public Reference  Section of the Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 at prescribed rates. For information on the operation of
the Public Reference Section, you may call the Commission at 1-800-SEC-0330. The
Commission  maintains a Web site  (http://www.sec.gov)  that  contains  reports,
proxy  statements  and  other   information   regarding   registrants  who  file
electronically with the Commission.  In addition, you can inspect reports, proxy
statements  and other  information  concerning the Company at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Company incorporates and makes part of this prospectus by reference
the following  documents,  filed by the Company with the Commission  pursuant to
the Exchange Act, except as superseded or modified herein:

          1. The  Company's  Annual  Report  on Form  10-K  for the  year  ended
     December 31, 1998;

          2. The  Company's  Amendment to the  Company's  Annual  Report on Form
     10-KA filed by April 7, 1999.

          3. The Company's current reports on Form 8-K dated July 1, 1999.

          4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 1999, June 30, 1999 and September 30, 1999;

          5. The  Company's  Proxy  Statement  for the 1999  annual  meeting  of
     stockholders; and;

          6. The description of the Common Stock  contained in its  registration
     statements  on Form 8-A, May 15, 1998,  as amended on June 18, 1998 and the
     description of the Rights  currently traded with the Common Stock contained
     in the Company's  registration  statement on Form 8-A,  dated  December 14,
     1998, filed under Section 12 of the Exchange Act,  including any subsequent
     amendments or reports filed for the purpose of updating such description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus  and prior to the  termination  of the offering  made hereby shall be
deemed to be  incorporated  by reference  into this  prospectus  and made a part
hereof from the date of filing of such  documents,  except that the  information
required by Item 402 (i), (k) and (l) of Regulation S-K under the Securities Act
and included in any such  document is not  incorporated  herein.  Any  statement
contained  in this  prospectus  or in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or therein or in a subsequently filed document,  that also is or is deemed to be
incorporated  by  reference  herein or  therein,  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.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this prospectus is delivered, upon the written or oral request
of any such person, a copy of any or all of the documents which have been or may
be  incorporated  by reference in this  prospectus,  other than exhibits to such
documents,  unless such exhibits are  specifically  incorporated by reference in
the documents.  You should direct requests for such copies to Fredric S. London,
Esq.,  Senior Vice President and General Counsel,  OMI Corporation,  One Station
Place, Stamford, Connecticut 06901 (telephone:(203) 602-6700).

                                   THE COMPANY

         The  principal  executive  offices of the  Company  are  located at One
Station Place, Stamford, Connecticut 06901 (telephone:(203) 602-6700).

                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
Common Stock offered hereby. See "Selling Stockholders."

                            COMMON STOCK PRICE RANGE

         The  Company's  Common  Stock is listed on the New York Stock  Exchange
under the symbol  "OMM." The table below  shows the range of reported  last sale
prices on the New York Stock Exchange  Composite  Tape for the Company's  Common
Stock for the periods  indicated and the dividends  paid per share on the Common
Stock for such periods.


                                                        Common
                                                      Stock Price
                                                 High             Low

Period beginning June 17, 1998(1)
     June 17 to  June 30  ..................8 11/16              6 7/8
     Third Quarter .........................8 5/16               3 1/8
     Fourth Quarter ........................4                    2 5/8
Year ended December 31, 1999
     First Quarter .........................3 1/4                1 9/16
     Second Quarter ....................... 2 11/16              1 1/2
     Third Quarter .........................2 3/4                1 7/8
     Fourth Quarter ........................2 9/16               1 1/2
Period ended February 10, 2000............. 2 9/16               1 3/4

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

(1)  Prior to June 30,  1998,  the  Company  was a  Subsidiary  of OMI Corp.,  a
     Delaware corporation.


                                 DIVIDEND POLICY

         The Board has not declared dividends to this date. OMI's current policy
is not to pay  dividends,  but to  retain  cash  for  use in its  business.  Any
determination to pay dividends by OMI in the future will be at the discretion of
the Board of  Directors  and will  depend  upon  OMI's  results  of  operations,
financial condition,  capital  restrictions,  covenants and other factors deemed
relevant by the Board of Directors. Payment of dividends is limited by the terms
of certain agreements to which OMI and its subsidiaries are party.

                              SELLING STOCKHOLDERS

         The following table sets forth certain  information with respect to the
Selling Stockholders, including:

          (i) the name of each Selling Stockholder;

          (ii) the number of shares of Common Stock  beneficially  owned by such
     Selling Stockholder prior to the offering;

          (iii) the maximum  number of shares of such Common Stock to be offered
     by such Selling Stockholder hereby; and

          (iv) the number of shares of Common Stock to be beneficially  owned by
     such  Selling  Stockholder  assuming  all of the  shares  of  such  Selling
     Stockholder covered by this prospectus are distributed in the offering.

         Because the Selling  Stockholders or their transferees may offer all, a
portion or none of the Common  Stock  offered  pursuant to this  prospectus,  no
estimate  can be given as to the amount of Common Stock that will be held by the
Selling   Stockholders   upon   termination  of  the  offering.   See  "Plan  of
Distribution."

<TABLE>
<CAPTION>

                                                                                   Number of Shares
                                                 Number of          Maximum       to be Beneficially
                                                  shares           Number of          Owned after
                                               Beneficially         Shares        Offering, Assuming
                                              Owned Prior to         to be        All Shares Offered
                                               the Offering         Offered        are Distributed
<S>                                                <C>              <C>                    <C>

Mega Tankers Newbuilding AS................        5,700,000         5,700,00              0

Venturos Holding AS........................          299,999          299,999              0

Glastad Capital AS.........................          299,999          299,999              0

Total......................................        6,299,998        6,299,998              0

</TABLE>


                              PLAN OF DISTRIBUTION

         The Company has not been advised by the Selling  Stockholders as to any
plan  of  distribution.   Distribution  of  the  Common  Stock  by  the  Selling
Stockholders,  or by  pledgees,  donees  (including  charitable  organizations),
transferees or other  successors in interest,  may be effected from time to time
in one or more transactions (which may involve block transactions):

          (i) on the NYSE in transactions that may include special offerings and
     exchange distributions pursuant to and in accordance with the rules of such
     exchange,

          (ii) in the over-the-counter market, or

          (iii)  in  transactions  otherwise  than  on such  exchange  or in the
     over-the-counter market, or in a combination of any such transactions.

         Such transactions may be effected by the Selling Stockholders at market
prices  prevailing  at the time of sale,  at prices  related to such  prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may  effect  such  transactions  by  selling  the  Common  Stock  to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts  or  commissions  from  the  Selling   Stockholders  and  may  receive
commissions  from the  purchasers  of the Common  Stock for whom they may act as
agent.  The Selling  Stockholders  may agree to indemnify any  broker-dealer  or
agent that  participates in  transactions  involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.

         The  Company  has  agreed  to  bear  certain  expenses  (excluding  any
underwriting   fees,   expenses,   discounts  or  other  costs  payable  to  any
underwriter,  broker or dealer) in connection with the  registration and sale of
the Common  Stock being  offered by the Selling  Stockholders,  estimated  to be
approximately $[________].

         The  Selling   Stockholders  and  any  broker-dealers  or  agents  that
participate  with the Selling  Stockholders  in the  distribution  of the Common
Stock may be deemed to be  "underwriters"  within the meaning of the  Securities
Act,  and any  commissions  received by them and any profit on the resale of any
Common Stock purchased by them may be deemed to be  underwriting  commissions or
discounts under the Securities Act.

                                  LEGAL MATTERS

         The  validity of the Common Stock being  offered  hereby will be passed
upon for the  Company by Fredric S.  London,  Esq.,  Senior Vice  President  and
General Counsel of the Company.

                                     EXPERTS

         The  financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  December  31, 1998 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.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The  estimated  expenses  of  issuance  and  distribution,  other  than
underwriting  discounts  and  commissions,   expected  to  be  incurred  by  the
Registrant are as follows:


      Filing fee of Securities and Exchange Commission            $4,054.05
      relating to registration statement....................
      Fees and expenses of counsel for the Registrant,            $5,000.00
      White & Case LLP......................................
      Fee of accountants, Deloitte & Touche LLP.............     $10,000.00
      Miscellaneous.........................................           0
      Total.................................................     $10,054.05


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS OF OMI

     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.  The OMI Articles and By-laws  limit
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 to directors,  officers or persons  controlling
OMI pursuant to the  foregoing  provisions,  OMI has been  informed  that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy and therefore unenforceable.

ITEM 16. EXHIBITS.

Exhibit
Number    Description


4.1      The  Articles of  Incorporation  of OMI  Corporation,  incorporated  by
         reference herein from Exhibit 3.1 of the Registration Statement of Form
         S-1 dated May 15, 1998.

4.2      By-laws of OMI  Corporation,  incorporated  by  reference  herein  from
         Exhibit  3.2 of the  Registration  Statement  on Form S-1 dated May 15,
         1998.

5        Opinion of Fredric S. London,  Esq. as to the legality of the shares of
         Common Stock and Rights registered hereunder.

23.1     Consent of Deloitte & Touche LLP.

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

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


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;

                  (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 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.


<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 11th day of
February, 2000.

                                 OMI Corporation
                                 (Registrant)



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



                                 By: /s/ Vincent J. de Sostoa
                                    --------------------------------
                                    Vincent J. de Sostoa
                                    Senior Vice President and Chief
                                      Financial Officer

<PAGE>


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Fredric S.  London and Vincent J. de
Sostoa 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,  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                February 8, 2000
Director                      ---------------------------

James N. Hood                 /s/ James N. Hood                February 7, 2000
Director                      ---------------------------

Craig H. Stevenson, Jr.       /s/ Craig H. Stevenson, Jr.      February 8, 2000
Director                      ---------------------------

James D. Woods                /s/ James D. Woods               February 10, 2000
Director                      ---------------------------

Michael Klebanoff             /s/ Michael Klebanoff            February 10, 2000
Director                      ---------------------------





                                  EXHIBIT INDEX

Exhibit
Number                        Description


4.1      The  Articles of  Incorporation  of OMI  Corporation,  incorporated  by
         reference herein from Exhibit 3.1 of the Registration Statement of Form
         S-1 dated May 15, 1998.

4.2      By-laws of OMI  Corporation,  incorporated  by  reference  herein  from
         Exhibit  3.2 of the  Registration  Statement  on Form S-1 dated May 15,
         1998.

5        Opinion of Fredric S. London,  Esq. as to the legality of the shares of
         Common Stock and Rights registered hereunder.

23.1     Consent of Deloitte & Touche LLP.

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

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