AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON MAY 18, 2001
                              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.  [ ]

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

          Pursuant to Rule 429(a) of the Securities  Act of 1933, as amended,  a
combined prospectus is being used in this registration  statement,  and pursuant
to  Rule  429(b)  of the  Securities  Act  of  1933,  as  amended,  the  earlier
registration  statements  to  which  the  combined  prospectus  relates  are the
Company's  Form  S-3   Registration   Statement   filed  on  February  11,  2000
(Registration  File No.  333-30230),  Form S-3  Registration  Statement filed on
March 28, 2000, as amended on April 21, 2000  (Registration File No. 333-33424),
Form S-3 Registration  Statement filed on July 14, 2000  (Registration  File No.
333-41468),   Form  S-3  Registration   Statement  filed  on  February  9,  2001
(Registration File No. 333-55308),  and Form S-3 Registration Statement filed on
March 21, 2001 (Registration File No. 333-57346).

                                ----------------
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

                                                        Proposed maximum      Proposed maximum
     Title of each class of           Amount to be     offering price per    aggregate offering        Amount of
   securities to be registered       registered(1)          share(2)                price           registration fee
   ---------------------------       -------------     ------------------    ------------------     ----------------
<S>                                  <C>                      <C>              <C>                     <C>
Common  Stock,  par  value  $0.50    2,000,000 shares         $7.43            $14,860,000.00          $3,715.00
per  share  (and  related  Rights    (and an equal
(the  "Rights")  with the  shares    number of Rights)
of Common Stock)

</TABLE>
----------------

(1)  A combined  prospectus  is being used  pursuant  to Rule  429(a)  under the
     Securities  Act of 1933, as amended,  and pursuant to Rule 429(b) under the
     Securities Act of 1933,  8,156,143  shares are being carried  forward of an
     aggregate of 25,207,141 previously registered, and the amount of the filing
     fee  associated  with such  securities  that was  previously  paid with the
     earlier registration statements was $27,313.43.

(2)  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 May 15, 2001.

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

          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.
A registration  statement  relating to these  securities has been filed with the
Securities and Exchange Commission. We may not sell these securities, nor can we
accept  any offers to buy 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.  There will not be any sale of
these  securities  in any state  where the offer,  sale or  solicitation  is not
permitted.
================================================================================


<PAGE>





                    Subject to Completion, Dated May 18, 2001

                                10,156,143 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  10,156,143 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 May 17, 2001,  the last reported sale price of the Common Stock
on the NYSE was $7.74 per share.



================================================================================
          THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS
THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION
DETERMINED  IF  THIS   PROSPECTUS  IS  TRUTHFUL,   ADEQUATE  OR  COMPLETE.   ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================


                          Prospectus dated May 18, 2001


<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............................................................... 8
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" or the "SEC").

          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 and information 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, 2000;

          2. The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001;

          3. The  Company's  Proxy  Statement  for the 2001  annual  meeting  of
stockholders;

          4. The description of the Common Stock  contained in its  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
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; and

          5. The Company's Registration Statements on Form S-3 filed on February
11, 2000  (Registration  File No.  333-30230),  on March 28, 2000, as amended on
April 21, 2000 (Registration File No. 333-33424), on July 14, 2000 (Registration
File No. 333-41468), on February 9, 2001 (Registration File No. 333-55308),  and
on March 21, 2001 (Registration File No. 333-57346).

          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 ended 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
Year ended December 31, 2000
         First Quarter...................            3 15/16           1 3/16
         Second Quarter..................            5 7/16            2 7/8
         Third Quarter....................           8 7/8             5 1/8
         Fourth Quarter..................            8 3/16            4 1/4
Year ended December 31, 2001
         First Quarter...................            7.76              5.375
Period ended May 16, 2001
         April 1 to May 16                           7.95              5.95
---------------
(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,  including the terms of the credit agreements,  to which
OMI and its subsidiaries are party.

                              SELLING STOCKHOLDERS

          The following table sets forth certain  information as of May 16, 2001
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."


<PAGE>
                                                                 Number of
                                                                 Shares to be
                                                                 Beneficially
                                      Number of                  Owned after
                                      Shares         Maximum     Offering,
                                      Beneficially  Number of    Assuming All
                                      Owned as of   Shares to    Shares Offered
Name                                  May 16, 2001  be Offered   are Distributed
----                                  ------------  ----------   ---------------
Bergesen d.y. ASA                     1,500,000     1,500,000

Spindrift Partners, L.P.              2,996,300     2,996,300          0

Spindrift Investors (Bermuda),
  L.P.                                  703,700       703,700          0

Hafslund ASA or its affiliate,
  Hafslund Invest                       196,900       196,900          0

Osprey Maritime Ltd*                  2,000,000     2,000,000          0

Norship A/S                           1,634,243     1,634,243          0

South Coast Shipping Ltd              1,125,000     1,125,000          0

Total..............................  10,156,143    10,156,143          0


*    These  shares are to be issued by the Company to Osprey  Maritime  Ltd upon
     delivery  of two  ships to the  Company  as  payment  of a  portion  of the
     purchase price therefor.



                              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.

          In connection  with sales of the Common Stock  hereunder,  the Selling
Stockholders may enter into hedging transactions with broker-dealers, who may in
turn  engage in short  sales of the Common  Stock in the  course of hedging  the
positions they assume.  The Selling  Stockholders also may sell shares of Common
Stock short and deliver them to close out the short positions, or loan or pledge
the shares of Common Stock to broker-dealers that in turn may sell them.

          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  $3,715.00.  In addition,  the Company has agreed to indemnify the
Selling Stockholders against certain liabilities,  including liabilities arising
under the Securities Act.

          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 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,  2000 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report  (which  report  expresses  an  unqualified
opinion and includes a reference to other auditors and an explanatory  paragraph
relating to changes in the method of accounting for vessels  operating on voyage
charters),  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
  relating to registration statement..............................    $3,715.00
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
Total.............................................................   $18,715.00

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, and

          (2) For purposes 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 15th day of May,
2001.

                                    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



<PAGE>


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Fredric S. London and Kathleen 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,  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.
<TABLE>
<CAPTION>
       NAME                        SIGNATURE                               DATE
       ----                        ---------                               ----
<S>                               <C>                                    <C>
Robert Bugbee
Director                          /s/ Robert Bugbee                      May 15, 2001
                                  -----------------
James N. Hood
Director                          /s/ James N. Hood                      May 14, 2001
                                  -----------------
Michael Klebanoff
Director                          /s/ Michael Klebanoff                  May 14, 2001
                                  ---------------------
Edward Spiegel
Director                          /s/ Edward Spiegel                     May 15, 2001
                                  ------------------
Craig H. Stevenson, Jr.
Director                          /s/ Craig H. Stevenson, Jr.            May 15, 2001
                                  ---------------------------
Donald C. Trauscht
Director                          /s/ Donald C. Trauscht                 May 16, 2001
                                  ----------------------
James D. Woods
Director                          /s/ James D. Woods                     May 14, 2001
                                  ------------------
</TABLE>

                                  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).