AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON MARCH __, 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. []

                                ________________

     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 statement to which the combined prospectus relates is the Company's
Form S-3 Registration  Statement filed on February 11, 2000  (Registration  File
No. 333-30230).

                                ________________



                       CALCULATION OF REGISTRATION FEE(1)

<TABLE>
<S>                               <C>                    <C>                  <C>                  <C>
                                                          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(2)        registration fee
  ----------------------------       -------------       -------------------   ------------------ ----------------

Common Stock, par value $0.50      9,583,000 shares            $3.625           $34,738,375          $9,170.93
per share (and related Rights    (and an equal number
(the "Rights") with the shares        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,  6,299,998 shares are being carried forward and the
     amount  of  the  filing  fee  associated  with  such  securities  that  was
     previously paid with the earlier registration statement was $3,742.20.

(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 March 24, 2000.

                                ________________

     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 March ___, 2000
Prospectus

                                15,882,998 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  15,882,998  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 March ___,  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 March __, 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;

          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;
     and

          7. The Company's  Registration Statement on Form S-3 filed on February
     11, 2000 (Registration File No. 333-30230).

     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, 19981
     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 March 24, 2000.................3 3/4            3 1/2

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

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

Odin Norden............................      1,250,000             1,250,000                    0

Odin Norge.............................      1,250,000             1,250,000                    0

Vital Forsikring A/S...................      2,275,000             2,275,000                    0

Hafslund ASA...........................      1,108,000             1,108,000                    0

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

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

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

Total..................................     15,882,998            15,882,998                    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
     relating to registration statement..........................     $9,170.93

     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.......................................................    $24,170.93

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 28th day of
March, 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                 March 28, 2000
Director                       ---------------------------
James N. Hood                  /s/ James N. Hood                 March 23, 2000
Director                       ---------------------------
Craig H. Stevenson, Jr.        /s/ Craig H. Stevenson, Jr.       March 28, 2000
Director                       ---------------------------
James D. Woods                 /s/ James D. Woods                March 28, 2000
Director                       ---------------------------
Michael Klebanoff              /s/ Michael Klebanoff             March 23, 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).


<PAGE>
                                                                       Exhibit 5

                                                                  March 28, 2000



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
9,583,000 shares  of the  Corporation's  Common  Stock,  $0.50   par value  (the
"Shares"),  and related Rights (the "Rights") to purchase Series A Participating
Preferred  Stock,  par value $1.00  issuable in certain  circumstances  with the
shares of Common Stock.

     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.

     Based on the foregoing, it is my opinion that:

     1. The  Corporation  is validly  existing as a corporation in good standing
under the laws of the Marshall Islands.

     2. The Shares have been duly authorized by all necessary  corporate  action
of the Corporation, and are legally issued, fully paid and non-assessable.

     3. The Rights  have been duly  authorized  and are the valid,  binding  and
enforceable obligations of the Company.

     Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Company, (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
                                           Vice President, General Counsel
                                           and Secretary
<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 23, 1999 (February
28,  1999 as to Note 7),  appearing  in the  Annual  Report  on Form 10-K of OMI
Corporation  for the year ended  December  31, 1998 and to the  reference  to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.

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


                                         New York, New York
                                         March 28, 2000