AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON MARCH 19, 2002
                              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 06902
                                 (203) 602-6700

               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

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

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


         Fredric S. London, Esq.                      Robert L. Clare III, Esq.
             OMI Corporation                              White & Case LLP
            One Station Place                        1155 Avenue of the Americas
           Stamford, CT  06902                        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           registration fee
<S>                                <C>                  <C>                   <C>                   <C>
Common  Stock,  par  value  $0.50   7,038,796 shares          $3.62            $25,480,442.00          $2,344.20
per  share  (and  related  Rights    (and an equal
(the  "Rights")  with the  shares  number 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 March
15, 2002. -ii-
</TABLE>

<PAGE>

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

     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.
================================================================================

                                     -iii-
<PAGE>

                  Subject to Completion, Dated March 19, 2002

                                7,038,796 Shares
                                 OMI CORPORATION
                                  Common Stock

     This prospectus will allow us to issue up to 7,038,796 shares of our common
stock over time. This means:

     We will  provide a prospectus  supplement  each time we issue shares of our
common stock.

     The prospectus  supplement  will inform you about the specific terms of the
offering  and also may add,  update  or  change  information  contained  in this
document.

     You should  read this  document  and any  prospectus  supplement  carefully
before you invest.

     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 18, 2002,  the last  reported  sale price of the Common Stock on
the NYSE was $3.75 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 March 19, 2002
<PAGE>

                                TABLE OF CONTENTS

Available Information..........................................................3
Incorporation of Certain Information by Reference..............................3
The Company....................................................................5
Use of Proceeds................................................................5
Common Stock Price Range.......................................................5
Plan of Distribution...........................................................5
Legal Matters..................................................................6
Experts........................................................................6

                                      -2-
<PAGE>

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended,  and,  in  accordance  with such  requirements,  file
reports, proxy statements and other information with the Securities and Exchange
Commission.

     We have filed with the SEC a registration  statement on Form S-3,  together
with all amendments and exhibits  thereto,  under the Securities Act of 1933 for
the  registration  of the Common Stock and Rights offered here.  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 SEC. 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 SEC. Each such  statement is qualified in
its  entirety by such  reference.  For further  information  regarding us or the
securities offered hereby, you should refer to the registration statement.

     OMI Corporation

     We file annual  reports and special  reports,  proxy  statements  and other
information with the SEC. You may read and copy any document that we file at the
SEC's public reference facilities at:

     Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;

     500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and

     233 Broadway, 13th Floor, New York, New York 10279.

     You may also read and copy any document  that OMI files at the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at (800) SEC-0330  for  further  information  on  the  Public  Reference
Section. Also, the SEC maintains a Web site  (http://www.sec.gov)  that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants who file electronically  with the SEC. In addition,  you may inspect
reports, proxy statements and other information concerning OMI at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

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

                                      -3-
<PAGE>


     1. Our Annual Report on Form 10-K for the year ended December 31, 2000;

     2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

     3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

     4. Our Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
2001;

     5. Our Proxy Statement for the 2001 annual meeting of stockholders; and

     6. The description of Common Stock contained in our registration statements
on Form 8-A, May 15, 1998,  as amended on June 17, 1998 and the  description  of
the Rights  currently traded with the Common Stock contained in our registration
statement on Form 8-A,  dated  December 14, 1998,  filed under Section 12 of the
Exchange Act of 1934,  including any subsequent  amendments or reports filed for
the purpose of updating such description.

     All documents filed by us with the SEC 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.

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

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

     Reliance on Information

     You  should  rely only on the  information  incorporated  by  reference  or
provided  in this  prospectus  or in any  prospectus  supplement.  We  have  not
authorized  anyone to provide  you with  different  information.  You should not
assume that the information in this prospectus or any

                                      -4-
<PAGE>

prospectus supplement is accurate as of any date other than the date on the
front of those documents.

                                   THE COMPANY

     Our principal executive offices are located at One Station Place, Stamford,
Connecticut 06902 (telephone: (203) 602-6700).

                                 USE OF PROCEEDS

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

                            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                  11/2
         Third Quarter....................  2 3/4                    1 7/8
         Fourth Quarter..................   2 9/16                   11/2
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                     5.38
         Second Quarter..................   8.41                     5.58
         Third Quarter....................  5.85                     3.85
         Fourth Quarter..................   4.28                     3.06
Period ended March 18, 2002
         January 1 to March 18              3.78                     3.60

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

                                      -5-
<PAGE>

                              PLAN OF DISTRIBUTION

     We may offer the shares of common stock:

     o    directly to purchasers;

     o    to or through underwriters;

     o    through dealers, agents or institutional investors; or

     o    through a combination of such methods.

     Regardless of the method used to sell the common  stock,  we will provide a
prospectus supplement that will disclose:

     o    the identity of any  underwriters, dealers,  agents or  investors  who
          purchase the securities;

     o    the material terms of the distribution,  including the amount sold and
          the consideration paid;

     o    the  amount  of  any  compensation,  discounts  or  commissions  to be
          received by the underwriters, dealers or agents;

     o    the terms of any indemnification provisions, including indemnification
          from liabilities under the federal securities laws; and

     o    the  nature  of any  transaction  by an  underwriter,  dealer or agent
          during the  offering  that is intended to  stabilize  or maintain  the
          market price of the securities.

                                  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.

                                      -6-
<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                 $ 2, 344.20
    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............................................................ $17,344.20

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.
<PAGE>

     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.

5.1            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
               5.1).

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

                                      II-2
<PAGE>

     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

                                      II-3
<PAGE>

               (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.

(e) 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.

                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in The  City of New  York,  State of New  York,  on the 18th day of
March, 2002.

                                            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


                                      II-5
<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 C. Haines and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  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 15, 2002
Director                  -------------------------------

James N. Hood             /s/ James N. Hood                     March 18,2002
Director                  -------------------------------

Michael Klebanoff         /s/ Michael Klebanoff                 March 15,2002
Director                  -------------------------------

Edward Spiegel            /s/ Edward Spiegel                    March 18, 2002
Director                  -------------------------------

Craig H. Stevenson, Jr.   /s/ Craig H. Stevenson, Jr.           March 15, 2002
Director                  -------------------------------

Donald C. Trauscht        /s/ Donald C. Trauscht                March 15, 2002
Director                  -------------------------------




                                  EXHIBIT INDEX

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


                                  II-6
<PAGE>

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.

5.1            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).

                                      II-7
<PAGE>

                                                                     EXHIBIT 5.1

                                                                  March 18, 2002

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"). I have examined the Registration Statement on Form S-3 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act"), in the form in which it is to be filed today by the Corporation with the
Securities  and  Exchange  Commission  (the   "Commission"),   relating  to  the
registration of 7,038,096 shares of the  Corporation's  Common Stock,  $0.50 par
value (the  "Shares"),  and related  Rights to purchase  Series A  Participating
Preferred  Stock,  par value $1.00  issuable in certain  circumstances  with the
Shares (the  "Rights"  and,  together with the Shares,  the  "Securities").  The
Securities are being registered for offering and sale from time to time pursuant
to Rule 415 under the Act. The aggregate public offering price of the Securities
being  registered  pursuant  to  the  Registration  Statement  will  not  exceed
$25,480,442.00.

     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. When (i) the  issuance  of the  Shares has been duly  authorized  by all
necessary  corporate action of the Corporation and (ii) the certificates for the
Shares have been duly executed by the Corporation, countersigned by the transfer
agent  therefor and duly  delivered to the purchasers  thereof  against  payment
therefor,  (x) the Shares will be legally issued,  fully paid and non-assessable
and (y) the Rights, if any, included with the Shares will be duly authorized and
validly issued obligations of the Company.
<PAGE>

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

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

                                          Very truly yours,


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

                                      -2-
<PAGE>

                                                                    EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
of OMI  Corporation  on Form S-3 of our report  dated  February  9, 2001  (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),  appearing in the Annual
Report on Form 10-K of OMI  Corporation for the year ended December 31, 2000 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

                                            Date: March 15, 2002