UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009




OR




[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from _________________________ to
_________________________




Commission
file number 000-51442







GENCO SHIPPING & TRADING
LIMITED


(Exact
name of registrant as specified in its charter)




Republic of the Marshall
      Islands
                (State
      or other jurisdiction of
                incorporation
      or organization)
              
              98-043-9758
                (I.R.S.
      Employer
                Identification
      No.)299
      Park Avenue, 20th
      Floor, New York, New York 10171
                (Address
      of principal executive
      offices)           (Zip
      Code)(646)
      443-8550
                (Registrant’s
      telephone number, including area
code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




Yes  ý    No  r




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes   r    
No   r









Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.




Large
accelerated filer ý                                                                                Accelerated
filer  r















Non-accelerated
filer   (Do not check if a smaller reporting company)  Smaller
reporting company  


Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).




Yes  r   
No   ý




The
number of shares outstanding of each of the issuer’s classes of common stock, as
of May 11, 2009:


Common stock, $0.01 per share
31,709,548 shares.




















2





Genco
Shipping & Trading Limited


Form 10-Q
for the three months ended March 31, 2009 and 2008


Page




PART
I.     FINANCIAL INFORMATION




Item
      1.
            Financial
      Statements




a)
            Consolidated
      Balance Sheets -


March
      31, 2009 and December 31, 2008
            4




b)
            Consolidated
      Statements of Operations -


For the
      three months ended March 31, 2009 and 2008
            5




c)
            Consolidated
      Statements of Shareholders’ Equity and Comprehensive Income
    -


For the
      three months ended March 31, 2009 and 2008
            6




d)
            Consolidated
      Statements of Cash Flows -


For the
      three months ended March 31, 2009 and 2008
            7




e)
            Notes
      to Consolidated Financial
Statements


For the three
      months ended March 31, 2009 and 2008
            8




Item
      2.
            Management’s
      Discussion and Analysis of


Financial Condition and Results of Operations
            22




Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            35




Item
      4.
            Controls
      and Procedures
            37




PART
II          OTHER
INFORMATION




Item
      1.
            Legal
      Proceedings
            37




Item
      1A.
              Risk
      Factors
              37





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            38





Item
      5.
            Other
      Information
            38





Item
      6.
            Exhibits
            39










3













Genco
Shipping & Trading Limited


Consolidated
Balance Sheets as of March 31, 2009


and
December 31, 2008


(U.S.
Dollars in thousands, except for share data)




March
      31, 2009
                  
                  
                  December
      31, 2008(unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  175,785
                  
                  
                  $
                  124,956Due
      from charterers, net of a reserve of $124 and $244,
      respectively
                  
                  
                  1,147
                  
                  
                  
                  2,297Prepaid
      expenses and other current assets
                  
                  
                  16,907
                  
                  
                  
                  13,495Total
      current assets
                  
                  
                  193,839
                  
                  
                  
                  140,748Noncurrent
      assets:Vessels,
      net of accumulated depreciation of $160,296 and $140,388,
      respectively
                  
                  
                  1,706,724
                  
                  
                  
                  1,726,273Deposits
      on vessels
                  
                  
                  91,016
                  
                  
                  
                  90,555Deferred
      drydock, net of accumulated depreciation of $2,881 and $2,868,
      respectively
                  
                  
                  8,849
                  
                  
                  
                  8,972Other
      assets, net of accumulated amortization of $1,778 and $1,548,
      respectively
                  
                  
                  8,295
                  
                  
                  
                  4,974Fixed
      assets, net of accumulated depreciation and amortization of
      $1,222  and $1,140, respectively
                  
                  
                  1,833
                  
                  
                  
                  1,712Fair
      value of derivative instruments
                  
                  
                  294
                  
                  
                  
                  —Investments
                  
                  
                  23,035
                  
                  
                  
                  16,772Total
      noncurrent assets
                  
                  
                  1,840,046
                  
                  
                  
                  1,849,258Total
      assets
                  
                  $
                  2,033,885
                  
                  
                  $
                  1,990,006Liabilities and Shareholders’
      EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                  
                  $
                  18,322
                  
                  
                  $
                  17,345Deferred
      revenue
                  
                  
                  8,808
                  
                  
                  
                  10,356Fair
      value of derivative instruments
                  
                  
                  1,922
                  
                  
                  
                  2,491Total
      current liabilities
                  
                  
                  29,052
                  
                  
                  
                  30,192Noncurrent
      liabilities:Deferred
      revenue
                  
                  
                  2,427
                  
                  
                  
                  2,298Deferred
      rent credit
                  
                  
                  701
                  
                  
                  
                  706Fair
      market value of time charters acquired
                  
                  
                  18,878
                  
                  
                  
                  23,586Fair
      value of derivative instruments
                  
                  
                  60,032
                  
                  
                  
                  63,446Long-term
      debt
                  
                  
                  1,173,300
                  
                  
                  
                  1,173,300Total
      noncurrent liabilities
                  
                  
                  1,255,338
                  
                  
                  
                  1,263,336Total
      liabilities
                  
                  
                  1,284,390
                  
                  
                  
                  1,293,528Commitments
      and contingenciesShareholders’
      equity:Common
      stock, par value $0.01; 100,000,000 shares authorized; issued and
      outstanding 31,709,548 and 31,709,548 shares at March 31, 2009 and
      December 31, 2008, respectively
                  
                  
                  317
                  
                  
                  
                  317Paid-in
      capital
                  
                  
                  719,211
                  
                  
                  
                  717,979Accumulated
      other comprehensive deficit
                  
                  
                  (55,470
                  )
                  
                  
                  (66,014
                  )Retained
      earnings
                  
                  
                  85,437
                  
                  
                  
                  44,196Total
      shareholders’ equity
                  
                  
                  749,495
                  
                  
                  
                  696,478Total
      liabilities and shareholders’ equity
                  
                  $
                  2,033,885
                  
                  
                  $
                  1,990,006See
      accompanying notes to consolidated financial statements.
     4








Genco
Shipping & Trading Limited


Consolidated
Statements of Operations for the Three Months Ended March 31, 2009 and
2008


(U.S.
Dollars in Thousands, Except for Earnings per Share and Share Data)


(Unaudited)








For
      the Three Months
                            Ended
      March 31,2009
                        
                        
                        2008Revenues
                        
                        $
                        96,650
                        
                        
                        $
                        91,669Operating
      expenses:Voyage
      expenses
                        
                        
                        1,579
                        
                        
                        
                        744Vessel
      operating expenses
                        
                        
                        14,202
                        
                        
                        
                        10,919General
      and administrative expenses
                        
                        
                        3,893
                        
                        
                        
                        4,411Management
      fees
                        
                        
                        879
                        
                        
                        
                        672Depreciation
      and amortization
                        
                        
                        20,949
                        
                        
                        
                        15,864Gain
      on sale of vessel
                        
                        
                        —
                        
                        
                        
                        (26,227
                        )Total
      operating expenses
                        
                        
                        41,502
                        
                        
                        
                        6,383Operating
      income
                        
                        
                        55,148
                        
                        
                        
                        85,286Other
      (expense) income:Other
      income (expense)
                        
                        
                        18
                        
                        
                        
                        (64
                        )Interest
      income
                        
                        
                        23
                        
                        
                        
                        552Interest
      expense
                        
                        
                        (13,948
                        )
                        
                        
                        (11,787
                        )Other
      expense
                        
                        
                        (13,907
                        )
                        
                        
                        (11,299
                        )Net
      income
                        
                        $
                        41,241
                        
                        
                        $
                        73,987Earnings
      per share-basic
                        
                        $
                        1.32
                        
                        
                        $
                        2.57Earnings
      per share-diluted
                        
                        $
                        1.32
                        
                        
                        $
                        2.56Weighted
      average common shares outstanding-basic
                        
                        
                        31,260,482
                        
                        
                        
                        28,733,928Weighted
      average common shares outstanding-diluted
                        
                        
                        31,351,390
                        
                        
                        
                        28,914,350Dividends
      declared per share
                        
                        $
                        —
                        
                        
                        $
                        0.85








5





Genco
Shipping & Trading Limited


Consolidated
Statement of Shareholders’ Equity and Comprehensive Income
(Unaudited)


For the
Three Months Ended March 31, 2009


(U.S.
Dollars in Thousands Except for Per Share and Share Data)





Common
                        Stock
                    
                    
                    Paid
      in
                        Capital
                    
                    
                    Retained
                        Earnings
                    
                    
                    Accumulated
      Other Comprehensive Deficit
                    
                    
                    Comprehensive
      Income
                    
                    
                    TotalBalance
      – January 1, 2009
                    
                    
                    $317
                    
                    
                    
                    $717,979
                    
                    
                    
                    $44,196
                    
                    
                    
                    ($66,014
                    )
                    
                    
                    
                    
                    
                    $696,478Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    41,241
                    
                    
                    
                    
                    
                    
                    
                    $41,241
                    
                    
                    
                    41,241Unrealized
      gain on investments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,544
                    
                    
                    
                    5,544
                    
                    
                    
                    5,544Unrealized
      gain on currency translation on
                      investments, net
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    719
                    
                    
                    
                    719
                    
                    
                    
                    719Unrealized
      derivative gain on cash flow hedges
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,281
                    
                    
                    
                    4,281
                    
                    
                    
                    4,281Comprehensive
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $51,785Nonvested
      stock amortization
                    
                    
                    
                    
                    
                    
                    1,232
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,232Balance
      – March 31, 2009
                    
                    
                    $317
                    
                    
                    
                    $719,211
                    
                    
                    
                    $85,437
                    
                    
                    
                    ($55,470
                    )
                    
                    
                    
                    
                    
                    
                    $749,495







See
accompanying notes to consolidated financial statements.










6







Genco
Shipping & Trading Limited


Consolidated
Statement of Cash Flows for the Three Months Ended March 31, 2009 and
2008


(U.S.
Dollars in Thousands)


(Unaudited)




For
      the Three Months
                              Ended
      March 31,2009
                            
                            
                            2008Cash
      flows from operating activities:Net
      income
                            
                            $
                            41,241
                            
                            
                            $
                            73,987Adjustments
      to reconcile net income to net cash provided by
                              operating activities:Depreciation
      and amortization
                            
                            
                            20,949
                            
                            
                            
                            15,864Amortization
      of deferred financing costs
                            
                            
                            230
                            
                            
                            
                            191Amortization
      of fair market value of time charterers acquired
                            
                            
                            (4,708
                            )
                            
                            
                            (6,849
                            )Realized
      losses on forward currency contracts
                            
                            
                            -
                            
                            
                            
                            11,473Unrealized
      loss (gain) on derivative instruments
                            
                            
                            4
                            
                            
                            
                            (45
                            )Unrealized
      gain on hedged investment
                            
                            
                            -
                            
                            
                            
                            (9,668
                            )Unrealized
      gain on forward currency contracts
                            
                            
                            -
                            
                            
                            
                            (1,678
                            )Amortization
      of nonvested stock compensation expense
                            
                            
                            1,232
                            
                            
                            
                            1,588Gain
      on sale of vessels
                            
                            
                            -
                            
                            
                            
                            (26,227
                            )Change
      in assets and liabilities:Decrease
      (increase) in due from charterers
                            
                            
                            1,150
                            
                            
                            
                            (353
                            )Increase
      in prepaid expenses and other current assets
                            
                            
                            (3,236
                            )
                            
                            
                            (1,808
                            )Increase
      (decrease) in accounts payable and accrued expenses
                            
                            
                            885
                            
                            
                            
                            (804
                            )(Decrease)
      increase in deferred revenue
                            
                            
                            (1,419
                            )
                            
                            
                            551Decrease
      in deferred rent credit
                            
                            
                            (5
                            )
                            
                            
                            (5
                            )Deferred
      drydock costs incurred
                            
                            
                            (837
                            )
                            
                            
                            (506
                            )Net
      cash provided by operating activities
                            
                            
                            55,486
                            
                            
                            
                            55,711Cash
      flows from investing activities:Purchase
      of vessels
                            
                            
                            (473
                            )
                            
                            
                            (153,276
                            )Deposits
      on vessels
                            
                            
                            (695
                            )
                            
                            
                            (463
                            )Purchase
      of investments
                            
                            
                            -
                            
                            
                            
                            (10,250
                            )Payments
      on forward currency contracts, net
                            
                            
                            -
                            
                            
                            
                            (11,428
                            )Proceeds
      from sale of vessels
                            
                            
                            -
                            
                            
                            
                            43,080Purchase
      of other fixed assets
                            
                            
                            (45
                            )
                            
                            
                            (14
                            )Net
      cash used in investing activities
                            
                            
                            (1,213
                            )
                            
                            
                            (132,351
                            )Cash
      flows from financing activities:Proceeds
      from 2007 Credit Facility
                            
                            
                            -
                            
                            
                            
                            151,500Repayments
      on the 2007 Credit Facility
                            
                            
                            -
                            
                            
                            
                            (73,000
                            )Cash
      dividends paid
                            
                            
                            -
                            
                            
                            
                            (24,717
                            )Payment
      of deferred financing costs
                            
                            
                            (3,444
                            )
                            
                            
                            (344
                            )Net
      cash (used in) provided by financing activities
                            
                            
                            (3,444
                            )
                            
                            
                            53,439Net
      increase (decrease) in cash and cash equivalents
                            
                            
                            50,829
                            
                            
                            
                            (23,201
                            )Cash
      and cash equivalentsat beginning of
      period
                            
                            
                            124,956
                            
                            
                            
                            71,496Cash
      and cash equivalentsat end of
      period
                            
                            $
                            175,785
                            
                            
                            $
                            48,295See
      accompanying notes to consolidated financial statements.








7






Genco
Shipping & Trading Limited


(U.S.
Dollars in Thousands Except Per Share and Share Data)




Notes to Consolidated
Financial Statements for the Three Months Ended March 31, 2009 and 2008
(unaudited)




1 - GENERAL
INFORMATION




The accompanying consolidated financial statements include the accounts of Genco
Shipping & Trading Limited (“GS&T”) and its wholly owned subsidiaries (collectively, the “Company,”
“we” or “us”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership
and operation of drybulk carrier vessels. GS&T was incorporated on September 27, 2004 under the
laws of the Marshall Islands and is the sole owner of all of the outstanding shares of the following subsidiaries:
Genco Ship Management LLC; Genco Investments LLC; and the ship-owning
subsidiaries as set forth below.


Below is the list of the Company’swholly owned ship-owning subsidiaries as
      of March 31, 2009:Wholly
      Owned
                                          Subsidiaries
                                        Vessels
                                          Acquired
                                        Dwt
                                        Date
                                          Delivered
                                        Year
                                          BuiltGenco
      Reliance Limited............................
                                        Genco
      Reliance
                                        29,952
                                        12/6/04
                                        1999Genco
      Vigour Limited...............................
                                        Genco
      Vigour
                                        73,941
                                        12/15/04
                                        1999Genco
      Explorer Limited............................
                                        Genco
      Explorer
                                        29,952
                                        12/17/04
                                        1999Genco
      Carrier Limited...............................
                                        Genco
      Carrier
                                        47,180
                                        12/28/04
                                        1998Genco
      Sugar Limited................................
                                        Genco
      Sugar
                                        29,952
                                        12/30/04
                                        1998Genco
      Pioneer Limited.............................
                                        Genco
      Pioneer
                                        29,952
                                        1/4/05
                                        1999Genco
      Progress Limited..........................
                                        Genco
      Progress
                                        29,952
                                        1/12/05
                                        1999Genco
      Wisdom Limited...........................
                                        Genco
      Wisdom
                                        47,180
                                        1/13/05
                                        1997Genco
      Success Limited...........................
                                        Genco
      Success
                                        47,186
                                        1/31/05
                                        1997Genco
      Beauty Limited.............................
                                        Genco
      Beauty
                                        73,941
                                        2/7/05
                                        1999Genco
      Knight Limited.............................
                                        Genco
      Knight
                                        73,941
                                        2/16/05
                                        1999Genco
      Leader Limited.............................
                                        Genco
      Leader
                                        73,941
                                        2/16/05
                                        1999Genco
      Marine Limited............................
                                        Genco
      Marine
                                        45,222
                                        3/29/05
                                        1996Genco
      Prosperity Limited......................
                                        Genco
      Prosperity
                                        47,180
                                        4/4/05
                                        1997Genco
      Trader Limited............................
                                        Genco
      Trader (1)
                                        69,338
                                        6/7/05
                                        1990Genco
      Muse Limited .....................
                                        Genco
      Muse
                                        48,913
                                        10/14/05
                                        2001Genco
      Acheron Limited .................
                                        Genco
      Acheron
                                        72,495
                                        11/7/06
                                        1999Genco
      Surprise Limited .................
                                        Genco
      Surprise
                                        72,495
                                        11/17/06
                                        1998Genco
      Augustus Limited ................
                                        Genco
      Augustus
                                        180,151
                                        8/17/07
                                        2007Genco
      Tiberius Limited .................
                                        Genco
      Tiberius
                                        175,874
                                        8/28/07
                                        2007Genco
      London Limited ..................
                                        Genco
      London
                                        177,833
                                        9/28/07
                                        2007Genco
      Titus Limited ......................
                                        Genco
      Titus
                                        177,729
                                        11/15/07
                                        2007Genco
      Challenger Limited .............
                                        Genco
      Challenger
                                        28,428
                                        12/14/07
                                        2003Genco
      Charger Limited .................
                                        Genco
      Charger
                                        28,398
                                        12/14/07
                                        2005Genco
      Warrior Limited ................
                                        Genco
      Warrior
                                        55,435
                                        12/17/07
                                        2005Genco
      Predator Limited ................
                                        Genco
      Predator
                                        55,407
                                        12/20/07
                                        2005Genco
      Hunter Limited ..................
                                        Genco
      Hunter
                                        58,729
                                        12/20/07
                                        2007Genco
      Champion Limited ..............
                                        Genco
      Champion
                                        28,445
                                        1/2/08
                                        2006Genco
      Constantine Limited ............
                                        Genco
      Constantine
                                        180,183
                                        2/21/08
                                        2008Genco
      Raptor LLC.......................
                                        Genco
      Raptor
                                        76,499
                                        6/23/08
                                        2007Genco
      Cavalier LLC.....................
                                        Genco
      Cavalier
                                        53,617
                                        7/17/08
                                        2007Genco
      Thunder LLC.....................
                                        Genco
      Thunder
                                        76,499
                                        9/25/05
                                        2007Genco
      Hadrian Limited .................
                                        Genco
      Hadrian
                                        169,694
                                        12/29/08
                                        2008Genco
      Commodus Limited ............
                                        Genco
      Commodus
                                        170,500
                                        Q2
      2009 (2)
                                        2009
      (3)Genco
      Maximus Limited ...............
                                        Genco
      Maximus
                                        170,500
                                        Q3
      2009 (2)
                                        2009
      (3)Genco
      Claudius Limited ................
                                        Genco
      Claudius
                                        170,500
                                        Q3
      2009 (2)
                                        2009
      (3)






8






(1)  Vessel
was sold on 2/26/08.
 (2) 
Dates for vessels being delivered in the future are estimates based on guidance
received from the sellers and/or the respective shipyards.
 (3) 
Built dates for vessels delivering in the future are estimates based on guidance
received from the sellers and respective shipyards.


2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




Principles of
consolidation




The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”), which include the accounts of Genco Shipping & Trading
Limited and its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.




Basis of
Presentation





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with U.S. GAAP for interim financial information and the rules and
regulation of the Securities and Exchange Commission (the “SEC”).  In
the opinion of management of the Company, all adjustments necessary for a fair
presentation of financial position and operating results have been included in
the statements. Interim results are not necessarily indicative of results for a
full year. The accompanying unaudited consolidated financial statements should
be read in conjunction with the Company’s consolidated financial statements
included in the Annual Report on our Form 10-K for the year ended
December 31, 2008 (the “2008 10-K”).





Deferred
revenue




Deferred
revenue primarily relates to cash received from charterers prior to it being
earned. These amounts are recognized as income when
earned.  Additionally, deferred revenue includes estimated customer
claims mainly due to time charter performance issues.  As of March 31,
2009 and December 31, 2008, the Company had a reserve of $1,261 and $1,350,
respectively, related to these estimated customer claims.





Concentration of credit
risk





Financial
instruments that potentially subject the Company to concentrations of credit
risk are amounts due from charterers and cash and cash equivalents. With respect
to amounts due from charterers, the Company attempts to limit its credit risk by
performing ongoing credit evaluations and, when deemed necessary, requiring
letters of credit, guarantees or collateral.  The Company earned 100%
of its revenues from nineteen and fourteen customers for the three months ended
March 31, 2009 and 2008, respectively.  Management does not believe
significant risk exists in connection with the Company’s concentrations of
credit at March 31, 2009 and December 31, 2008.





For the
three months ended March 31, 2009, there are two customers that individually
accounted for more than 10% of revenue, Cargill International S.A. and Pacific
Basin Chartering Ltd., which represented 29.50% and 15.36% of revenue,
respectively.  For the three months ended March 31, 2008, there were
two customers that individually accounted for more than 10% of revenue, Cargill
International S.A. and Pacific Basin Chartering Ltd., which represented 27.57%
and 17.04% of revenue, respectively.





The
Company maintains all of its cash with one financial
institution.  None of the Company's cash balances are covered by
insurance in the event of default by this financial institution.










9







Derivative financial
instruments




Interest rate risk
management




The
Company is exposed to interest rate risk due to the fluctuations in variable
interest rates.  The Company’s objective is to manage the impact of
interest rate changes on its earnings and cash flow in relation to borrowings
primarily for the purpose of acquiring drybulk vessels.  These
borrowings are subject to a variable borrowing rate.  The Company uses
pay-fixed receive-variable interest rate swaps to manage future interest costs
and the risk associated with changing interest rate
obligations.  These swaps are designated as cash flow hedges of future
variable rate interest payments and are tested for effectiveness on a quarterly
basis.




The
differential to be paid or received for any swap agreement designated as a cash
flow hedge is recognized as an adjustment to interest expense as
incurred.  Additionally, the changes in value for the portion of the
swaps that are effectively hedging future interest payments are reflected as a
component of other comprehensive deficit (“OCI”).





For the
portion of the forward interest rate swaps that are not effectively hedged, the
change in the value and the rate differential to be paid or received is
recognized as income or (expense) from derivative instruments and is listed as a
component of other (expense) income until such time the Company has obligations
against which the swap is designated and is an effective hedge.





New accounting
pronouncements





In February 2008, the FASB issued FASB
Staff Position (“FSP”) 157-2, which delays the effective date of SFAS
No. 157, “Fair Value Measurements” (“SFAS No. 157), to fiscal years
beginning after November 15, 2008 and interim periods with those fiscal years
for all nonfinancial assets and liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually) until January 1, 2009 for calendar year end entities. The
Company has already adopted this Statement except as it applies to nonfinancial
assets and liabilities as noted in FSP 157-2. The adoption of FSP 157-2 did not
have a material impact on the Company’s consolidated financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS No. 141R”). SFAS No. 141R will
significantly change the accounting for business combinations. Under
SFAS No. 141R, an acquiring entity will be required to recognize all
the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value, with limited exceptions. SFAS No. 141R
also includes a substantial number of new disclosure requirements and applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company adopted SFAS No. 141R effective January 1,
2009.  As the provisions of SFAS No. 141R are applied
prospectively, the impact to the Company cannot be determined until any such
transactions occur.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB statement
133” (“SFAS No. 161”). The new standard is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity’s financial position, results of operations and cash flows. The new
standard also improves transparency about how and why a company uses derivative
instruments and how derivative instruments and related hedged items are
accounted for under SFAS No. 133. It is effective for financial statements
issued for fiscal years and interim periods which began November 15, 2008,
with early application encouraged.  The Company adopted the provisions
of SFAS No. 161 effective January 1, 2009.  See Note 8 – Long-Term
Debt for the Company’s disclosures about its derivative instruments and hedging
activities.





3- CASH FLOW
INFORMATION




The
Company currently has eleven interest rate swaps, and these swaps are described
and discussed in Note 8 – Long-Term Debt. The fair value of ten of the
swaps is in a liability position of $61,954, and one of the swaps is in an asset
position of $294 as of March 31, 2009.  At December 31, 2008, nine
swaps were in a liability position of $65,937.








10





For the
three months ended March 31, 2009, the Company had non-cash investing activities
not included in the Consolidated Statement of Cash Flows for items included in
accounts payable and accrued expenses as of March 31, 2009 consisting of $359
for the purchase of vessels, $279 associated with deposits on vessels and $157
for the purchase of other fixed assets.  For the three months ended
March 31, 2009, the Company also had non-cash financing activities not included
in the Consolidated Statement of Cash Flows for items included in accounts
payable and accrued expenses consisting of $107 associated with deferred
financing costs.  Additionally, for the three months ended March 31,
2009, the Company had items in prepaid expenses and other current assets
consisting of $176 which reduced the deposits on vessels. For the three months
ended March 31, 2008, the Company had non-cash investing activities not included
in the Consolidated Statement of Cash Flows for items included in accounts
payable and accrued expenses as of March 31, 2008 consisting of $1,258 for the
purchase of vessels, $596 associated with deposits on vessels, $23 for the
purchase of other fixed assets, and $51 for the purchase of
investments.  For the three months ended March 31, 2008, the Company
also had non-cash financing activities not included in the Consolidated
Statement of Cash Flows for items in accounts payable and accrued expenses as of
March 31, 2008 consisting of $98 associated with deferred financing
costs.




During
the three months ended March 31, 2009 and 2008, the cash paid for interest, net
of amounts capitalized, was $12,639 and $14,000, respectively.





On
January 10, 2008, the Board of Directors approved a grant of 100,000 shares of
nonvested common stock to Peter Georgiopoulos, Chairman of the
Board.  The fair value of such nonvested stock was $4,191 on the grant
date and was recorded in equity.  Additionally, on February 13, 2008,
the Company made grants of nonvested common stock under the Plan in the amount
of 12,500 shares to directors of the Company.  The fair value of such
nonvested stock was $689 on the grant dates and was recorded in
equity.





4 - VESSEL
ACQUISITIONSAND
DISPOSITIONS




Below
market time charters acquired were amortized as a net increase to revenue in the
amounts of $4,708 and $6,849, respectively, for the three months ended March 31,
2009 and March 31, 2008.





Capitalized
interest expense associated with newbuilding contracts for the three months
ended March 31, 2009 and 2008 was $458 and $758, respectively.





5–INVESTMENTS





The
Company holds an investment in the capital stock of Jinhui Shipping and
Transportation Limited (“Jinhui”).  Jinhui is a drybulk shipping owner
and operator focused on the Supramax segment of drybulk
shipping.  This investment is designated as Available For Sale (“AFS”)
and is reported at fair value, with unrealized gains and losses recorded in
shareholders’ equity as a component of OCI.  At March 31, 2009 and
December 31, 2008, the Company held 16,335,100 shares of Jinhui capital stock,
respectively, which is recorded at its fair value of $23,035 and $16,772,
respectively based on the closing price on March 31, 2009 and December 31, 2008
of 9.50 NOK and 7.14 NOK, respectively.  Effective on August 16, 2007,
the Company elected to utilize hedge accounting for forward contracts hedging
the currency risk associated with the Norwegian Kroner cost basis in the Jinhui
stock.  The hedge was limited to the lower of the cost basis or the
market value at time of the designation.  The unrealized appreciation
in the stock and the currency translation gain above the cost basis are recorded
as a component of OCI.  Realized gains and losses on the sale of these
securities will be reflected in the consolidated statement of operations in
other (expense) income once sold.  Time value of the forward contracts
are excluded from effectiveness testing and recognized in income.  For
the three months ended March 31, 2008, an immaterial amount was recognized in
other income or (expense) associated with excluded time value and
ineffectiveness.  For the three months ended March 31, 2009, no hedges
were utilized.




The
unrealized currency translation gain for the Jinhui capital stock remains a
component of OCI since this investment is designated as an AFS
security.  For the three months ended March 31, 2008, the hedged
portion of the currency translation (loss)/gain has been reclassed to the income
statement as a component of other (expense) income.  Refer to Note 9 –
Accumulated Other Comprehensive Deficit for a breakdown of the components of
accumulated OCI.








11






During
the fourth quarter of 2008, the Company reviewed the investment in Jinhui for
indicators of other-than-temporary impairment in accordance with FSP
115-1.  Based on this review, the Company deemed the investment in
Jinhui to be other-than-temporarily impaired as of December 31, 2008 due to the
severity of the decline in its market value versus our cost basis.  As
a result, during the fourth quarter of 2008, the Company recorded a $103,892
impairment charge.  As a result of the other-than-temporary
impairment, the new cost basis of this investment is 7.14 NOK per share, the
value of the investment at December 31, 2008.  The Company reviews the
investment in Jinhui for impairment on a quarterly basis.  There were
no other-than-temporary impairments recognized for the quarters ended March 31,
2009 and March 31, 2008.





At
March 31, 2009 and December 31, 2008, the Company did not have a short-term
forward currency contract to hedge the Company’s exposure to the Norwegian
Kroner related to the cost basis of Jinhui stock as described
above.  The Company has elected to discontinue the forward currency
contract and hedge due to the underlying market value of Jinhui in October
2008.  As such, there was no short-term asset (liability) associated
with the forward currency contract at March 31, 2009 and December 31,
2008.  The gain (loss) associated with these short-term forward
currency contracts during the three months ended March 31, 2008 is included as a
component of other income (expense) and is offset by a reclassification from OCI
for the hedged portion of the currency gain (loss) on investment.





The
following table sets forth the net loss, realized and unrealized, related to the
forward currency contracts and to the hedged translation on the cost basis of
the Jinhui stock.  These are included as a component of
other  income (expense).




Three
      months ended
                  March
      31,2009
                2008Net loss, realized
      andunrealized
                $       —
                ($64)





6- EARNINGS PER COMMON
SHARE




The
computation of basic earnings per share is based on the weighted average number
of common shares outstanding during the year. The computation of diluted
earnings per share assumes the vesting of nonvested stock awards (see Note 18 –
Nonvested Stock Awards), for which the assumed proceeds upon grant are deemed to
be the amount of compensation cost attributable to future services and not yet
recognized using the treasury stock method, to the extent dilutive.





The
components of the denominator for the calculation of basic earnings per share
and diluted earnings per share are as follows:




Three Months Ended
                                  March
      31,2009
                                
                                
                                2008Common
      shares outstanding, basic:Weighted
      average common shares outstanding, basic
                                
                                
                                31,260,482
                                
                                
                                
                                28,733,928Common
      shares outstanding, diluted:Weighted
      average common shares outstanding, basic
                                
                                
                                31,260,482
                                
                                
                                
                                28,733,928Weighted
      average restricted stock awards
                                
                                
                                90,908
                                
                                
                                
                                180,422Weighted
      average common shares outstanding, diluted
                                
                                
                                31,351,390
                                
                                
                                
                                28,914,350










12








7 - RELATED PARTY
TRANSACTIONS




The
following are related party transactions not disclosed elsewhere in these
financial statements:




The
Company makes an employee performing internal audit services available to
General Maritime Corporation (“GMC”), where the Company’s Chairman, Peter C.
Georgiopoulos, also serves as Chairman of the Board.   For the
three months ended March 31, 2009 and 2008, the Company invoiced $35 and $37,
respectively, to GMC for the time associated with such internal audit
services.  Additionally, during the three months ended March 31, 2009
and 2008, the Company incurred travel and other related expenditures totaling
$65 and $94, respectively, reimbursable to GMC or its service
provider.   At March 31, 2009 the amount due to GMC from the
Company is $31, and at December 31, 2008, the amount due to the Company from GMC
is $62.




During
the three months ended March 31, 2009 and 2008, the Company incurred legal
services aggregating $5 and $19, respectively, from Constantine Georgiopoulos,
father of Peter C. Georgiopoulos, Chairman of the Board. At March 31, 2009 and
December 31, 2008, $5 and $1, respectively, was outstanding to Constantine
Georgiopoulos.




8 - LONG-TERM
DEBT




Long-term
debt consists of the following:




March
      31, 2009
                                
                                December
      31,2008Outstanding
      total debt
                                $
                                1,173,300
                                
                                $
                                1,173,300Less:
      Current portion
                                
                                —
                                
                                
                                —Long-term
      debt
                                $
                                1,173,300
                                
                                $
                                1,173,300







2007 Credit
Facility





On July
20, 2007, the Company entered into a credit facility with DnB Nor Bank ASA (the
“2007 Credit Facility”) for the purpose of acquiring the nine new Capesize
vessels and refinancing the Company’s existing 2005 Credit Facility and
Short-Term Line.  DnB Nor Bank ASA is also Mandated Lead Arranger,
Bookrunner, and Administrative Agent. The Company has used borrowings under the
2007 Credit Facility to repay amounts outstanding under the Company’s previous
credit facilities, which have been terminated.  The maximum amount
that may be borrowed under the 2007 Credit Facility at March 31, 2009 is
$1,364,500.  As of March 31, 2009, $191,200 remains available to fund
future vessel acquisitions.  The Company may borrow up to $50,000 of
the $191,200 for working capital purposes.




On
January 26, 2009, the Company entered into an amendment to the 2007 Credit
Facility (the “2009 Amendment”) which implemented the following modifications to
the terms of the 2007 Credit Facility:





·
            Compliance
      with the existing collateral maintenance financial covenant was waived
      effective for the year ended December 31, 2008 and until the Company can
      represent that it is in compliance with all of its financial covenants and
      is otherwise able to pay a dividend and purchase or redeem shares of
      common stock under the terms of the Credit Facility in effect before the
      2009 Amendment.  The Company’s cash dividends and share
      repurchases were suspended until the Company can represent that it is in a
      position to again satisfy the collateral maintenance
    covenant.





·
            The
      total amount of the 2007 Credit Facility is subject to quarterly
      reductions of $12,500 beginning March 31, 2009 through March 31, 2012 and
      $48,195 of the total facility amount








13







thereafter until the
      maturity date.A final
      payment of $250,600 will be due on the maturity
      date.




·
            The
      Applicable Margin to be added to the London Interbank Offered Rate to
      calculate the rate at which the Company’s borrowings bear interest is
      2.00% per annum.





·
            The
      commitment commission payable to each lender is 0.70% per annum of the
      daily average unutilized commitment of such
  lender.





The significant covenants in the 2007
Credit Facility have been disclosed in the 2008 10-K.  As of March 31,
2009, the Company believes it is in compliance with all of the financial
covenants under its 2007 Credit Facility, as amended.





At March 31, 2009,
there were no letters of credit issued under the 2007 Credit
Facility.





The
following table sets forth the repayment of the outstanding debt of $1,173,300
at March 31, 2009 under the 2007 Credit Facility, as amended:




Period
      Ending December 31,
                        Total2009
      (April 1, 2009 – December 31, 2009)
                        $-2010
                        -2011
                        -2012
                        55,1902013
                        192,780Thereafter
                        925,330Total
      long-term debt
                        $      
       1,173,300




Interest
rates





The following tables sets forth the
effective interest rate associated with the interest expense for the 2007 Credit
Facility, as amended, including the rate differential between the pay fixed
receive variable rate on the swaps that were in effect, combined, and the cost
associated with unused commitment fees.  Additionally, it includes the
range of interest rates on the debt, excluding the unused commitment
fees:








Three
      months ended March 31,Effective
      interest rate associated with:
                2009
                20082007
      Credit Facility, as amended
                5.06%
                5.24%Debt,
      excluding unused commitment fees  (range)
                1.23%
      to 5.56%
                3.41%
      to 6.10%





Interest rate swap
agreements




The
Company has entered into eleven interest rate swap agreements with DnB NOR Bank
to manage interest costs and the risk associated with changing interest rates
related to our 2007 Credit Facility. The total notional principal amount of the
swaps at March 31, 2009 is $831,233 and the swaps have specified rates and
durations.






14







The
following table summarizes the interest rate swaps designated as cash flow
hedges that are in place as of March 31, 2009 and December 31,
2008:





Interest
      Rate Swap Detail
                      March
      31,
                          2009
                      December
      31,
                          2008Trade
                        Date
                      Fixed
                        Rate
                      Start
      Date of  Swap
                      End
      date of  Swap
                      Notional
      Amount Outstanding
                      Notional
      Amount Outstanding9/6/05
                      4.485%
                      9/14/05
                      7/29/15
                      $106,233
                      $106,2333/29/06
                      5.25%
                      1/2/07
                      1/1/14
                      50,000
                      50,0003/24/06
                      5.075%
                      1/2/08
                      1/2/13
                      50,000
                      50,0009/7/07
                      4.56%
                      10/1/07
                      12/31/09
                      75,000
                      75,0007/31/07
                      5.115%
                      11/30/07
                      11/30/11
                      100,000
                      100,0008/9/07
                      5.07%
                      1/2/08
                      1/3/12
                      100,000
                      100,0008/16/07
                      4.985%
                      3/31/08
                      3/31/12
                      50,000
                      50,0008/16/07
                      5.04%
                      3/31/08
                      3/31/12
                      100,000
                      100,0001/22/08
                      2.89%
                      2/1/08
                      2/1/11
                      50,000
                      50,0001/9/09
                      2.05%
                      1/22/09
                      1/22/14
                      100,000
                      —2/11/09
                      2.45%
                      2/23/09
                      2/23/14
                      50,000
                      —$831,233
                      $681,233








The following table summarizes the
derivative asset and liability balances at March 31, 2009:





Asset
      Derivatives
                        Liability
      DerivativesAs
      of March 31
                        2009
                        2009Balance Sheet Location
                        Fair Value
                        Balance Sheet Location
                        Fair ValueDerivatives
      designated as hedging instruments under Statement 133Interest
      rate contracts
                        Other
      Current Assets
                        $            —
                        Other
      Current Liabilities
                        $        1,922Interest
      rate contracts
                        Other
      Non-Current Assets
                        294
                        Other
      Non-Current Liabilities
                        60,032Total
      derivatives designated as hedging instruments under Statement
      133
                        
                        $          294
                        
                        $      61,954Total
      Derivatives
                        
                        $          294
                        
                        $      61,954




















15

















The
following tables present the impact of derivative instruments and their location
within the unaudited Consolidated Statement of Operations:





The
      Effect of Derivative Instruments on the Consolidated Statement of
      OperationsFor
      the Period Ended March 31, 2009Derivatives
      in
                                                        Statement
      133 Cash
                                                        Flow
      Hedging
                                                        Relationships
                                                      Amount
      of
                                                        Gain
      or
                                                        (Loss)
                                                        Recognized
                                                        in
                                                        Accumulated
                                                        OCI
      on
                                                        Derivative
                                                        (Effective
                                                        Portion)
                                                      Location
      of
                                                        Gain
      or (Loss) Reclassified
                                                        from
      Accumulated
                                                        OCI
      into
                                                        income
                                                        (Effective
                                                        Portion)
                                                      Amount
      of
                                                        Gain
      or (Loss) Reclassified
                                                        from
                                                        Accumulated
                                                        OCI
      into
                                                        income
                                                        (Effective
                                                        Portion)
                                                      Location
      of Gain
                                                        or
      (Loss)
                                                        Recognized
      in Income on
                                                        Derivative
      (Ineffective
                                                        Portion)
                                                      Amount
      of
                                                        Gain
      or (Loss) Recognized in
                                                        Income
      on
                                                        Derivative
                                                        (Ineffective
                                                        Portion)2009
                                                      2009
                                                      2009Interest
      rate contracts
                                                      ($1,332)
                                                      Interest
      Expense
                                                      ($5,613)
                                                      Other
      Income (Expense)
                                                      ($4)





The
liability associated with the swaps at December 31, 2008 was $65,937, which was
presented as the fair value of derivatives on the balance
sheet.  Hedge ineffectiveness associated with the interest rate swaps
resulted in other income (expense) of $63 for the three months ended March 31,
2008.





At March
31, 2009, ($25,220) of OCI is expected to be reclassified into interest expense
over the next 12 months associated with interest rate derivatives.





The
Company is required to provide collateral in the form of vessel assets to
support the interest rate swap agreements.  Each of the Company’s
thirty-two vessels serves as collateral in the aggregate amount of
$100,000.





9 – ACCUMULATED OTHER
COMPREHENSIVE DEFICIT




The
components of accumulated other comprehensive deficit included in the
accompanying consolidated balance sheets consist of net unrealized gain (loss)
on cash flow hedges, net unrealized gain (loss) from investments, and cumulative
translation adjustments on the investment in Jinhui stock as of March 31, 2009
and December 31, 2008.





Accumulated
                                OCI
                            
                            Unrealized
      Gain (loss) on
                                Cash
      Flow
                                Hedges
                            
                            Unrealized
                                Gain
      on
                                Investments
                            
                            Currency
      Translation Gain on InvestmentsOCI
      – January 1, 2009
                            
                            
                            ($
      66,014
                            )
                            
                            ($
      66,014
                            )
                            
                            $   
      —
                            
                            
                            $ —Unrealized
      gain on investments
                            
                            
                            5,544
                            
                            
                            
                            
                            
                            5,544Translation
      gain on investments
                            
                            
                            719
                            
                            
                            
                            
                            
                            
                            
                            
                            719Unrealized
      gain on cash flow hedges
                            
                            
                            4,281
                            
                            
                            4,281OCI
      – March 31, 2009
                            
                            
                            ($
      55,470
                            )
                            
                            ($
      61,733
                            )
                            
                            $5,544
                            
                            
                            $719










16









10 - FAIR VALUE OF FINANCIAL
INSTRUMENTS




The
estimated fair values of the Company’s financial instruments are as
follows:




March
      31,
                                2009
                            
                            
                            December
      31, 2008Cash
      and cash equivalents
                            
                            
                            $  
      175,785
                            
                            
                            
                            $  
      124,956Investments
                            
                            
                            23,035
                            
                            
                            
                            16,772Floating
      rate debt
                            
                            
                            1,173,300
                            
                            
                            
                            1,173,300Derivative
      instruments –
                              asset
      position
                            
                            
                            294
                            
                            
                            
                            —Derivative
      instruments – liability position
                            
                            
                            61,954
                            
                            
                            
                            65,937







The fair
value of the investments is based on quoted market rates.  The fair
value of the revolving credit facility is estimated based on current rates
offered to the Company for similar debt of the same remaining
maturities.  Additionally, the Company considers its creditworthiness
in determining the fair value of the revolving credit facility.  The
carrying value approximates the fair market value for the floating rate
loans.  The fair value of the interest rate swaps is the estimated
amount the Company would receive to terminate the swap agreements at the
reporting date, taking into account current interest rates and the
creditworthiness of both the swap counterparty and the Company.




SFAS No.
157 applies to all assets and liabilities that are being measured and reported
on a fair value basis.  This statement enables the reader of the financial
statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the
information used to determine fair values. The statement requires that assets
and liabilities carried at fair value be classified and disclosed in one of the
following three categories:





Level 1:
Quoted market prices in active markets for identical assets or
liabilities.


Level 2:
Observable market based inputs or unobservable inputs that are corroborated by
market data.


Level 3:
Unobservable inputs that are not corroborated by market data.





The
following table summarizes the valuation of our investments and financial
instruments by the above SFAS No. 157 pricing levels as of the valuation dates
listed:








March
      31, 2009Total
                          
                          
                          Quoted
      market prices in active markets (Level 1)
                          
                          
                          Significant
      Other Observable Inputs
                              (Level
      2)Investments
                          
                          $
                          23,035
                          
                          
                          $
                          23,035Derivative
      instruments –
                            asset
      position
                          
                          
                          294
                          
                          
                          
                          
                          
                          
                          
                          294Derivative
      instruments – liability position
                          
                          
                          61,954
                          
                          
                          
                          
                          
                          
                          
                          61,954







The
Company holds an investment in the capital stock of Jinhui, which is classified
as a long-term investment.  The stock of Jinhui is publicly traded on
the Oslo Stock Exchange and is considered a Level 1
item.






17






The
Company’s interest rate derivative instruments are pay-fixed, receive-variable
interest rate swaps based on LIBOR.  The Company has elected to use
the income approach to value the derivatives, using observable Level 2 market
expectations at measurement date and standard valuation techniques to convert
future amounts to a single present amount assuming that participants are
motivated, but not compelled to transact.  Level 2 inputs for the
valuations are limited to quoted prices for similar assets or liabilities in
active markets (specifically futures contracts on LIBOR for the first two years)
and inputs other than quoted prices that are observable for the asset or
liability (specifically LIBOR cash and swap rates and credit risk at commonly
quoted intervals).  Mid-market pricing is used as a practical
expedient for fair value measurements.  Refer to Note 8 – Long-Term
Debt for further information regarding the Company’s interest rate swap
agreements.  SFAS No. 157 states that the fair value measurement of an
asset or liability must reflect the nonperformance risk of the entity and the
counterparty. Therefore, the impact of the counterparty’s creditworthiness when
in an asset position and the Company’s creditworthiness when in a liability
position has also been factored into the fair value measurement of the
derivative instruments in an asset or liability position and did not have a
material impact on the fair value of these derivative instruments.  As
of March 31, 2009, both the counterparty and the Company are expected to
continue to perform under the contractual terms of the instruments.




11 - PREPAID EXPENSES AND
OTHER CURRENT ASSETS







Prepaid
      expenses and other current assets consist of the
  following:




March
                          31,
      2009
                      
                      
                      December
                          31,
      2008Lubricant
      inventory and other stores
                      
                      
                      $4,084
                      
                      
                      
                      $3,772Prepaid
      items
                      
                      
                      4,169
                      
                      
                      
                      2,581Insurance
      Receivable
                      
                      
                      3,249
                      
                      
                      
                      2,345Interest
      receivable on deposits for vessels to be acquired
                      
                      
                      3,723
                      
                      
                      
                      3,547Other
                      
                      
                      1,682
                      
                      
                      
                      1,250Total
                      
                      
                      $16,907
                      
                      
                      
                      $13,495




12 – OTHER ASSETS,
NET




Other assets consist of deferred
financing costs which include fees, commissions and legal expenses associated
with securing loan facilities. These costs are amortized over the life of the
related debt, which is included in interest expense. The Company has unamortized
deferred financing costs of $8,295 and $4,974, respectively, at March 31, 2009
and December 31, 2008 associated with the 2007 Credit Facility. Accumulated
amortization of deferred financing costs as of March 31, 2009 and December 31,
2008 was $1,778 and $1,548, respectively.  Amortization expense for
deferred financing costs for the three months ended March 31, 2009 and 2008 was
$230 and $191, respectively.




13 - FIXED
ASSETS




Fixed
      assets consist of the following:




March
                          31,
      2009
                      
                      
                      December
                          31,
      2008Fixed
      assets:Vessel
      equipment
                      
                      
                      $1,161
                      
                      
                      
                      $958Leasehold
      improvements
                      
                      
                      1,146
                      
                      
                      
                      1,146Furniture
      and fixtures
                      
                      
                      347
                      
                      
                      
                      347Computer
      equipment
                      
                      
                      401
                      
                      
                      
                      401Total
      cost
                      
                      
                      3,055
                      
                      
                      
                      2,852Less:
      accumulated depreciation and amortization
                      
                      
                      1,222
                      
                      
                      
                      1,140Total
                      
                      
                      $1,833
                      
                      
                      
                      $1,712








18






14 - ACCOUNTS PAYABLE AND
ACCRUED EXPENSES




Accounts
      payable and accrued expenses consist of the
  following:




March
                        31,
      2009
                    
                    
                    December
      31, 2008Accounts
      payable
                    
                    
                    $2,865
                    
                    
                    
                    $4,371Accrued
      general and administrative expenses
                    
                    
                    8,211
                    
                    
                    
                    5,937Accrued
      vessel operating expenses
                    
                    
                    7,246
                    
                    
                    
                    7,037Total
                    
                    
                    $18,322
                    
                    
                    
                    $17,345







15 - REVENUE FROM TIME
CHARTERS




Total
revenue earned on time charters, including revenue earned in vessel pools, for
the three months ended March 31, 2009 and 2008 was $96,650 and $91,669,
respectively. Included in revenues for the three months ended March 31, 2009 and
2008 was $0 and $4,991 of profit sharing revenue,
respectively.  Future minimum time charter revenue, based on vessels
committed to noncancelable time charter contracts as of April 21, 2009 is
expected to be $225,746 for the remaining three quarters of 2009, $211,803
during 2010, $92,241 during 2011 and $35,563 during 2012, assuming 20 days of
off-hire due to any scheduled drydocking and no additional off-hire time is
incurred.  Future minimum revenue excludes the future acquisitions of
the remaining three Capesize vessels, which are to be delivered to Genco in the
future, since estimated delivery dates are not firm.  Additionally,
future minimum revenue excludes revenue earned for the three vessels in pools,
namely the Genco Thunder, Genco Predator and Genco Leader, as pool rates cannot
be estimated.




16 - LEASE
PAYMENTS




In
September 2005, the Company entered into a 15-year lease for office space in New
York, New York for which there was a free rental period from September 1, 2005
to July 31, 2006.  The monthly straight-line rental expense from
September 1, 2005 to August 31, 2020 is $39.  As a result of the
straight-line rent calculation generated by the free rent period and the tenant
work credit, the Company has a deferred rent credit at March 31, 2009 and
December 31, 2008 of $701 and $706, respectively.  Rent expense for
the three months ended March 31, 2009 and 2008, was $117 for each respective
period.





Future
minimum rental payments on the above lease for the next five years and
thereafter are as follows: $364 for the remainder of 2009, $496 for 2010, $518
for 2011 through 2013 and a total of $3,614 for the remaining term of the
lease.





17 - SAVINGS
PLAN




In August
2005, the Company established a 401(k) plan which is available to full-time
employees who meet the plan’s eligibility requirements.  This 401(k)
plan is a defined contribution plan, which permits employees to make
contributions up to maximum percentage and dollar limits allowable by IRS Code
Sections 401(k), 402(g), 404 and 415 with the Company matching up to the first
six percent of each employee’s salary on a dollar-for-dollar
basis.  The matching contribution vests immediately.  For
three months ended March 31, 2009 and 2008, the Company’s matching contribution
to the Plan was $53 and $61, respectively.




18 - NONVESTED STOCK
AWARDS




On July
12, 2005, the Company’s board of directors approved the Genco Shipping and
Trading Limited 2005 Equity Incentive Plan (the “Plan”).  Under this
plan, the Company’s board of directors, the compensation committee, or another
designated committee of the board of directors may grant a variety of
stock-based incentive awards to employees, directors and consultants whom the
compensation committee (or other committee or the board of directors) believes
are key to the Company’s success.  Awards may consist of incentive
stock options, nonqualified stock options, stock appreciation rights, dividend
equivalent rights, nonvested stock, unrestricted stock








19






and
performance shares.  The aggregate number of shares of common stock
available for award under the Plan is 2,000,000 shares.




Grants of
nonvested common stock to executives and employees vest ratably on each of the
four anniversaries of the determined vesting date, which are typically held
during May.  Grants of nonvested common stock to directors vest the
earlier of the first anniversary of the grant date or the date of the next
annual shareholders’ meeting.





The
following table presents a summary of the Company’s nonvested stock awards for
the three months ending March 31, 2009:




Number
                        of
      Shares
                    
                    
                    Weighted
                        Average
      Grant
                        Date
      PriceOutstanding
      at January 1, 2009
                    
                    
                    449,066
                    
                    
                    
                    $ 
      27.96Granted
                    
                    
                    —
                    
                    
                    
                    —Vested
                    
                    
                    —
                    
                    
                    
                    —Forfeited
                    
                    
                    —
                    
                    
                    
                    —Outstanding
      at March 31, 2009
                    
                    
                    449,066
                    
                    
                    
                    $ 
      27.96




For
      the three months ended March 31, 2009 and March 31, 2008, the Company
      recognized nonvested stock amortization expense, which is included in
      general and administrative expenses, as
follows:





Three
      months ended
                              March31,2009
                            
                            2008General
      and administrative expenses
                            
                            
                            $
      1,232
                            
                            
                            $
      1,588





The
      fair value of nonvested stock at the grant date is equal to the closing
      stock price on that date.  The Company is amortizing these
      grants over the applicable vesting periods, net of anticipated
      forfeitures.  As of March 31, 2009, unrecognized compensation
      cost related to nonvested stock will be recognized over a weighted average
      period of 4.90 years.





19 – STOCK REPURCHASE
PROGRAM





On
February 13, 2008, our board of directors approved a share repurchase program
for up to a total of $50,000 of the Company's common stock.  Share
repurchases will be made from time to time for cash in open market transactions
at prevailing market prices or in privately negotiated
transactions.  The timing and amount of purchases under the program
will be determined by management based upon market conditions and other
factors.  Purchases may be made pursuant to a program adopted under
Rule 10b5-1 under the Securities Exchange Act.  The program does not
require the Company to purchase any specific number or amount of shares and may
be suspended or reinstated at any time in the Company's discretion and without
notice.  Repurchases will be subject to restrictions under the 2007
Credit Facility.  The 2007 Credit Facility was amended as of February
13, 2008 to permit the share repurchase program and provide that the dollar
amount of shares repurchased is counted toward the maximum dollar amount of
dividends that may be paid in any fiscal quarter.  Subsequently, on
January 26, 2009, the Company entered into the 2009 Amendment which amended the
2007 Credit Facility to require the Company to suspend all share repurchases
until the Company can represent that it is in a position to again satisfy the
collateral maintenance covenant.  Refer to Note 8 – Long-Term
Debt.





Through
March 31, 2009, the Company repurchased and retired 278,300 shares of its common
stock for $11,500.  An additional 3,130 shares of common stock were
repurchased from employees for $41 during 2008 pursuant to the Company’s Equity
Incentive Plan rather than the share repurchase program.






20








20 - LEGAL
PROCEEDINGS





From time
to time the Company may be subject to legal proceedings and claims in the
ordinary course of its business, principally personal injury and property
casualty claims. Such claims, even if lacking merit, could result in the
expenditure of significant financial and managerial resources.  During
January 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter
to Samsun Logix Corporation, which has filed for the equivalent of bankruptcy
protection in South Korea, otherwise referred to as a rehabilitation
application. Charter hire for the Genco Cavalier has been received up until
January 30, 2009. The Third Bankruptcy Division of the Seoul Central District
Court (the “Bankruptcy Court”) accepted the rehabilitation application on March
6, 2009. The contract with Samsun was repudiated as a result of the non-payment
of hire and the Genco Cavalier is currently on hire with a new
charterer.  We will continue to pursue all legal options available to
the Company under the Bankruptcy Court.





With the
exception of the legal proceeding related to the Genco Cavalier as noted above,
the Company is not aware of any legal proceedings or claims that it believes
will have, individually or in the aggregate, a material adverse effect on the
Company, its financial condition, results of operations or cash
flows.














































21








ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS
      OF OPERATIONS




This
report contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements use words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,”
and other words and terms of similar meaning in connection with a discussion of
potential future events, circumstances or future operating or financial
performance.  These forward-looking statements are based on
management’s current expectations and observations. Included among the
factors that, in our view, could cause actual results to differ materially from
the forward looking statements contained in this report are the following (i)
changes in demand or rates in the drybulk shipping industry; (ii) changes in the
supply of or demand for drybulk products, generally or in particular regions;
(iii) changes in the supply of drybulk carriers including newbuilding of vessels
or lower than anticipated scrapping of older vessels; (iv) changes in rules and
regulations applicable to the cargo industry, including, without limitation,
legislation adopted by international organizations or by individual countries
and actions taken by regulatory authorities; (v) increases in costs and expenses
including but not limited to: crew wages, insurance, provisions, repairs,
maintenance and general and administrative expenses; (vi) the adequacy of our
insurance arrangements; (vii) changes in general domestic and international
political conditions; (viii) changes in the condition of the Company’s vessels
or applicable maintenance or regulatory standards (which may affect, among other
things, our anticipated drydocking or maintenance and repair costs) and
unanticipated drydock expenditures; (ix) the amount of offhire time needed
to complete repairs on vessels and the timing and amount of any reimbursement by
our insurance carriers for insurance claims including offhire days; (x) our
acquisition or disposition of vessels; (xi) the fulfillment of the closing
conditions under, or the execution of customary additional documentation for,
the Company’s agreements to acquire a total of three drybulk vessels; (xii) the
results of the investigation into the incident involving the collision of the
Genco Hunter , the possible cause of and liability for such incident, and the
scope of insurance coverage available to Genco for such incident; (xiii) the
Company’s ability to collect amounts due from and the outcome of its pending
arbitration against Samsun Logix Corporation with respect to the terminated
charter for the Genco Cavalier;  (xiv) the Company’s ability to collect on
any damage claim for the recent collision involving the Genco Cavalier and other
factors listed from time to time in our filings with the Securities and Exchange
Commission, including, without limitation, our Annual Report on Form 10-K for
the year ended December 31, 2008 and subsequent reports on Form 8-K and Form
10-Q.  Our ability to pay dividends in any period will depend upon
factors including the limitations under our loan agreements, applicable
provisions of Marshall Islands law and the final determination by the Board of
Directors each quarter after its review of our financial
performance.  The timing and amount of dividends, if any, could also
be affected by factors affecting cash flows, results of operations, required
capital expenditures, or reserves.  As a result, the amount of
dividends actually paid may vary.




The
following management’s discussion and analysis should be read in conjunction
with our historical consolidated financial statements and the related notes
included in this Form 10-Q.




General




We are a
Marshall Islands company incorporated in September 2004 to transport iron
ore, coal, grain, steel products and other drybulk cargoes along worldwide
shipping routes through the ownership and operation of drybulk carrier vessels.
As of March 31, 2009, our fleet consisted of six Capesize, eight Panamax, four
Supramax, six Handymax and eight Handysize drybulk carriers, with an aggregate
carrying capacity of approximately 2,396,500 dwt, and the average age of our
fleet was approximately 6.7 years, as compared to the average age for the world
fleet of approximately 15.0 years for the drybulk shipping segments in which we
compete. The Company seeks to time charter vessels in our fleet to reputable
charterers, including Lauritzen Bulkers A/S, Cargill International S.A., NYK
Bulkship Europe,  Pacific Basin Chartering Ltd., STX Panocean (UK) Co.
Ltd., COSCO Bulk Carriers Co., Ltd., and Hyundai Merchant Marine Co.
Ltd.  Twenty-nine of the 32 vessels in our fleet are presently engaged
under time charter contracts that expire (assuming the option periods in the
time charters are not exercised) between May 2009 and October 2012.




See pages
8-9 for a table of all vessels currently in our fleet or expected to be
delivered to us.






22





We intend to continue to
grow our fleet through timely and selective acquisitions of vessels in a manner
that is accretive to our cash flow. In connection with the acquisitions made in
2007 and 2008 and our growth strategy, we negotiated the 2007 Credit Facility
that we have used to acquire vessels.





Our
management team and our other employees are responsible for the commercial and
strategic management of our fleet. Commercial management includes the
negotiation of charters for vessels, managing the mix of various types of
charters, such as time charters and voyage charters, and monitoring the
performance of our vessels under their charters. Strategic management includes
locating, purchasing, financing and selling vessels. We currently contract with
two independent technical managers, to provide technical management of our fleet
at a lower cost than we believe would be possible in-house. Technical management
involves the day-to-day management of vessels, including performing routine
maintenance, attending to vessel operations and arranging for crews and
supplies. Members of our New York City-based management team oversee the
activities of our independent technical managers.





During
January 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter
to Samsun Logix Corporation, which has filed for the equivalent of bankruptcy
protection in South Korea, otherwise referred to as a rehabilitation
application. Charter hire for the Genco Cavalier has been received up until
January 30, 2009. The Third Bankruptcy Division of the Seoul Central District
Court (the “Bankruptcy Court”) accepted the rehabilitation application on March
6, 2009. The contract with Samsun was repudiated as a result of the non-payment
of hire and the Genco Cavalier is currently on hire with a new
charterer.  We will continue to pursue all legal options available to
the Company under the Bankruptcy Court.





Factors
Affecting Our Results of Operations




We
believe that the following table reflects important measures for analyzing
trends in our results of operations.  The table reflects our ownership
days, available days, operating days, fleet utilization, TCE rates and daily
vessel operating expenses for the three months ended March 31,
2009.




For the three months ended March
      31,
                        Increase2009
                        
                        
                        2008
                        
                        
                        (Decrease)
                        
                        
                        %
      ChangeFleet Data:Ownership days (1)Capesize
                        
                        
                        540.0
                        
                        
                        
                        404.0
                        
                        
                        
                        136.0
                        
                        
                        
                        33.7
                        %Panamax
                        
                        
                        720.0
                        
                        
                        
                        602.6
                        
                        
                        
                        117.4
                        
                        
                        
                        19.5
                        %Supramax
                        
                        
                        360.0
                        
                        
                        
                        273.0
                        
                        
                        
                        87.0
                        
                        
                        
                        31.9
                        %Handymax
                        
                        
                        540.0
                        
                        
                        
                        546.0
                        
                        
                        
                        (6.0
                        )
                        
                        
                        (1.1
                        %)Handysize
                        
                        
                        720.0
                        
                        
                        
                        726.4
                        
                        
                        
                        (6.4
                        )
                        
                        
                        (0.9
                        %)Total
                        
                        
                        2,880.0
                        
                        
                        
                        2,552.0
                        
                        
                        
                        328.0
                        
                        
                        
                        12.9
                        %Available days (2)Capesize
                        
                        
                        540.0
                        
                        
                        
                        403.9
                        
                        
                        
                        136.1
                        
                        
                        
                        33.7
                        %Panamax
                        
                        
                        720.0
                        
                        
                        
                        599.4
                        
                        
                        
                        120.6
                        
                        
                        
                        20.1
                        %Supramax
                        
                        
                        360.0
                        
                        
                        
                        273.0
                        
                        
                        
                        87.0
                        
                        
                        
                        31.9
                        %Handymax
                        
                        
                        523.4
                        
                        
                        
                        546.0
                        
                        
                        
                        (22.6
                        )
                        
                        
                        (4.1
                        %)Handysize
                        
                        
                        720.0
                        
                        
                        
                        711.1
                        
                        
                        
                        8.9
                        
                        
                        
                        1.3
                        %Total
                        
                        
                        2,863.4
                        
                        
                        
                        2,533.4
                        
                        
                        
                        330.0
                        
                        
                        
                        13.0
                        %Operating days (3)Capesize
                        
                        
                        540.0
                        
                        
                        
                        403.9
                        
                        
                        
                        136.1
                        
                        
                        
                        33.7
                        %Panamax
                        
                        
                        695.5
                        
                        
                        
                        595.5
                        
                        
                        
                        100.0
                        
                        
                        
                        16.8
                        %Supramax
                        
                        
                        344.2
                        
                        
                        
                        272.9
                        
                        
                        
                        71.3
                        
                        
                        
                        26.1
                        %Handymax
                        
                        
                        518.4
                        
                        
                        
                        546.0
                        
                        
                        
                        (27.6
                        )
                        
                        
                        (5.1
                        %)Handysize
                        
                        
                        718.2
                        
                        
                        
                        709.4
                        
                        
                        
                        8.8
                        
                        
                        
                        1.2
                        %
    23
    Total
                  
                  
                  2,816.3
                  
                  
                  
                  2,527.7
                  
                  
                  
                  288.6
                  
                  
                  
                  11.4
                  %Fleet  utilization (4)Capesize
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  0.0
                  %
                  
                  
                  0.0
                  %Panamax
                  
                  
                  96.6
                  %
                  
                  
                  99.3
                  %
                  
                  
                  (2.7
                  %)
                  
                  
                  (2.7
                  %)Supramax
                  
                  
                  95.6
                  %
                  
                  
                  99.9
                  %
                  
                  
                  (4.3
                  %)
                  
                  
                  (4.3
                  %)Handymax
                  
                  
                  99.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  (1.0
                  %)
                  
                  
                  (1.0
                  %)Handysize
                  
                  
                  99.8
                  %
                  
                  
                  99.8
                  %
                  
                  
                  0.0
                  %
                  
                  
                  0.0
                  %Fleet average
                  
                  
                  98.4
                  %
                  
                  
                  99.8
                  %
                  
                  
                  (1.4
                  %)
                  
                  
                  (1.4
                  %)












For the three months ended March
      31,
                  
                  
                  Increase2009
                  
                  
                  2008
                  
                  
                  (Decrease)
                  
                  
                  %
      Change(U.S.
      dollars)Average Daily Results:Time Charter Equivalent (5)Capesize
                  
                  
                  $58,238
                  
                  
                  
                  $69,806
                  
                  
                  
                  ($11,568
                  )
                  
                  
                  (16.6
                  %)Panamax
                  
                  
                  29,784
                  
                  
                  
                  30,921
                  
                  
                  
                  (1,137
                  )
                  
                  
                  (3.7
                  %)Supramax
                  
                  
                  30,654
                  
                  
                  
                  51,863
                  
                  
                  
                  (21,209
                  )
                  
                  
                  (40.9
                  %)Handymax
                  
                  
                  31,968
                  
                  
                  
                  29,027
                  
                  
                  
                  2,941
                  
                  
                  
                  10.1
                  %Handysize
                  
                  
                  20,016
                  
                  
                  
                  19,956
                  
                  
                  
                  60
                  
                  
                  
                  0.3
                  %Fleet
      average
                  
                  
                  33,203
                  
                  
                  
                  35,891
                  
                  
                  
                  (2,688
                  )
                  
                  
                  (7.5
                  %)Daily vessel operating expenses (6)Capesize
                  
                  
                  $5,179
                  
                  
                  
                  $4,914
                  
                  
                  
                  265
                  
                  
                  
                  5.4
                  %Panamax
                  
                  
                  5,531
                  
                  
                  
                  4,562
                  
                  
                  
                  969
                  
                  
                  
                  21.2
                  %Supramax
                  
                  
                  4,908
                  
                  
                  
                  4,176
                  
                  
                  
                  732
                  
                  
                  
                  17.5
                  %Handymax
                  
                  
                  4,720
                  
                  
                  
                  4,147
                  
                  
                  
                  573
                  
                  
                  
                  13.8
                  %Handysize
                  
                  
                  4,316
                  
                  
                  
                  3,827
                  
                  
                  
                  489
                  
                  
                  
                  12.8
                  %Fleet average
                  
                  
                  4,931
                  
                  
                  
                  4,278
                  
                  
                  
                  653
                  
                  
                  
                  15.3
                  %


Definitions




In order
to understand our discussion of our results of operations, it is important to
understand the meaning of the following terms used in our analysis and the
factors that influence our results of operations.




(1) Ownership
days.  We define ownership days as the aggregate number of days
in a period during which each vessel in our fleet has been owned by us.
Ownership days are an indicator of the size of our fleet over a period and
affect both the amount of revenues and the amount of expenses that we record
during a period.




(2) Available
days.  We define available days as the number of our ownership
days less the aggregate number of days that our vessels are off-hire due to
scheduled repairs or repairs under guarantee, vessel upgrades or special surveys
and the aggregate amount of time that we spend positioning our vessels.
Companies in the shipping industry generally use available days to measure the
number of days in a period during which vessels should be capable of generating
revenues.




(3) Operating
days.  We define operating days as the number of our available
days in a period less the aggregate number of days that our vessels are off-hire
due to unforeseen circumstances. The shipping industry uses operating days to
measure the aggregate number of days in a period during which vessels actually
generate revenues.






24






(4) Fleet
utilization.  We calculate fleet utilization by dividing the
number of our operating days during a period by the number of our available days
during the period. The shipping industry uses fleet utilization to measure a
company’s efficiency in finding suitable employment for its vessels and
minimizing the number of days that its vessels are off-hire for reasons other
than scheduled repairs or repairs under guarantee, vessel upgrades, special
surveys or vessel positioning.




(5) TCE
rates.  We define TCE rates as net voyage revenue (voyage
revenues less voyage expenses) divided by the number of our available days
during the period, which is consistent with industry standards. TCE rate is a
common shipping industry performance measure used primarily to compare daily
earnings generated by vessels on time charters with daily earnings generated by
vessels on voyage charters, because charterhire rates for vessels on voyage
charters are generally not expressed in per-day amounts while charterhire rates
for vessels on time charters generally are expressed in such
amounts.




For
      the three months ended
                          March
      31,2009
                        
                        
                        2008Voyage
      revenues
                        
                        
                        $ 
      96,650
                        
                        
                        
                        $ 
      91,669Voyage
      expenses
                        
                        
                        1,579
                        
                        
                        
                        744Net
      voyage revenue
                        
                        
                        $ 
      95,071
                        
                        
                        
                        $ 
      90,925







(6) Daily vessel operating
expenses.  We define daily vessel operating expenses as vessel
operating expense divided by ownership days for the period.  Vessel
operating expenses include crew wages and related costs, the cost of insurance,
expenses relating to repairs and maintenance (excluding drydocking), the costs
of spares and consumable stores, tonnage taxes and other miscellaneous
expenses.




Operating
Data




For the three months ended March
      31,Increase2009
                                                                                                                                                                                                  2008
                                                                                                                                                                                                  (Decrease)
                                                                                                                                                                                                  %
      Change(U.S. dollars in thousands, except for per share amounts)Revenues
                                                                                                                                                                                                  $96,650
                                                                                                                                                                                                  $91,669
                                                                                                                                                                                                  $4,981
                                                                                                                                                                                                  5.4%Operating
      Expenses:Voyage
      expenses
                                                                                                                                                                                                  1,579
                                                                                                                                                                                                  744
                                                                                                                                                                                                  835
                                                                                                                                                                                                  112.2%Vessel
      operating expenses
                                                                                                                                                                                                  14,202
                                                                                                                                                                                                  10,919
                                                                                                                                                                                                  3,283
                                                                                                                                                                                                  30.1%General
      and administrative expenses
                                                                                                                                                                                                  3,893
                                                                                                                                                                                                  4,411
                                                                                                                                                                                                  (518)
                                                                                                                                                                                                  (11.7%)Management
      fees
                                                                                                                                                                                                  879
                                                                                                                                                                                                  672
                                                                                                                                                                                                  207
                                                                                                                                                                                                  30.8%Depreciation
      and amortization
                                                                                                                                                                                                  20,949
                                                                                                                                                                                                  15,864
                                                                                                                                                                                                  5,085
                                                                                                                                                                                                  32.1%Gain
      on sale of vessel
                                                                                                                                                                                                  -
                                                                                                                                                                                                  (26,227)
                                                                                                                                                                                                  26,227
                                                                                                                                                                                                  (100.0%)Total operating
      expenses
                                                                                                                                                                                                  41,502
                                                                                                                                                                                                  6,383
                                                                                                                                                                                                  35,119
                                                                                                                                                                                                  550.2%Operating
      income
                                                                                                                                                                                                  55,148
                                                                                                                                                                                                  85,286
                                                                                                                                                                                                  (30,138)
                                                                                                                                                                                                  (35.3%)Other
      (expense) income
                                                                                                                                                                                                  (13,907)
                                                                                                                                                                                                  (11,299)
                                                                                                                                                                                                  (2,608)
                                                                                                                                                                                                  23.1%Net
      income
                                                                                                                                                                                                  $41,241
                                                                                                                                                                                                  $73,987
                                                                                                                                                                                                  ($32,746)
                                                                                                                                                                                                  (44.3%)Earnings
      per share - Basic
                                                                                                                                                                                                  $1.32
                                                                                                                                                                                                  $2.57
                                                                                                                                                                                                  ($1.25)
                                                                                                                                                                                                  (48.6%)Earnings
      per share - Diluted
                                                                                                                                                                                                  $1.32
                                                                                                                                                                                                  $2.56
                                                                                                                                                                                                  ($1.24)
                                                                                                                                                                                                  (48.4%)Dividends
      declared and paid per share
                                                                                                                                                                                                  $     –
                                                                                                                                                                                                  $0.85
                                                                                                                                                                                                  ($0.85)
                                                                                                                                                                                                  (100.0%)Weighted
      average common shares outstanding - Basic
                                                                                                                                                                                                  31,260,482
                                                                                                                                                                                                  28,733,928
                                                                                                                                                                                                  2,526,554
                                                                                                                                                                                                  8.8%








25






Weighted
      average common shares outstanding - Diluted
                  31,351,390
                  28,914,350
                  2,437,040
                  8.4%EBITDA
      (1)
                  $76,115
                  $101,086
                  ($24,971)
                  (24.7%)




(1)
            EBITDA
      represents net income plus net interest expense and depreciation and
      amortization.  EBITDA is included because it is used by
      management and certain investors as a measure of operating performance.
      EBITDA is used by analysts in the shipping industry as a common
      performance measure to compare results across peers.  Our
      management uses EBITDA as a performance measure in our consolidating
      internal financial statements, and it is presented for review at our board
      meetings.  The Company believes that EBITDA is useful to
      investors as the shipping industry is capital intensive which often
      results in significant depreciation and cost of
      financing.  EBITDA presents investors with a measure in addition
      to net income to evaluate the Company’s performance prior to these
      costs.  EBITDA is not an item recognized by U.S. GAAP and should
      not be considered as an alternative to net income, operating income or any
      other indicator of a company’s operating performance required by U.S.
      GAAP.  EBITDA is not a source of liquidity or cash flows as
      shown in our consolidated statement of cash flows.  The
      definition of EBITDA used here may not be comparable to that used by other
      companies.  The following table demonstrates our calculation of
      EBITDA and provides a reconciliation of EBITDA to net income for each of
      the periods presented above:






For
      the three months ended March 31,2009
                2008Net
      income
                $41,241
                $73,987Net
      interest expense
                13,925
                11,235Depreciation
      and amortization
                20,949
                15,864EBITDA
      (1)
                $76,115
                $101,086





(1)
See above for an explanation of EBITDA




Results
of Operations




The
following table sets forth information about the vessels in our fleet as of
March 31, 2009 as well as vessels to be acquired:








Vessel
                                    Year
                                      Built
                                    Charterer
                                    Charter
                                      Expiration
      (1)
                                    Cash
      Daily
                                      Rate
      (2)
                                    Net
                                      Revenue
                                      Daily
                                      Rate
      (3)
                                    Expected
                                      Delivery
      (4)Capesize VesselsGenco
      Augustus
                                    2007
                                    Cargill
      International S.A.
                                    December
      2009
                                    45,263
                                    62,750
                                    -Genco
      Tiberius
                                    2007
                                    Cargill
      International S.A.
                                    January
      2010
                                    45,263
                                    62,750
                                    -Genco
      London
                                    2007
                                    SK
      Shipping Co., Ltd
                                    August
      2010
                                    57,500
                                    64,250
                                    -








26






Genco
      Titus
                              2007
                              Cargill
      International S.A.
                              September
      2011
                              45,000(5)
                              46,250
                              -Genco
      Constantine
                              2008
                              Cargill
      International S.A.
                              August
      2012
                              52,750(5)
                              
                              -Genco
      Hadrian
                              2008
                              Cargill
      International S.A.
                              October
      2012
                              65,000(5)
                              
                              -Genco
      Commodus
                              2009(6)
                              To
      be determined (“TBD”)
                              TBD
                              TBD
                              
                              Q2
      2009Genco
      Maximus
                              2009(6)
                              TBD
                              TBD
                              TBD
                              
                              Q3
      2009Genco
      Claudius
                              2009(6)
                              TBD
                              TBD
                              TBD
                              
                              Q3
      2009Panamax VesselsGenco
      Beauty
                              1999
                              Cargill
      International S.A.
                              May
      2009
                              31,500
                              
                              -Genco
      Knight
                              1999
                              SK
      Shipping Ltd.
                              May
      2009
                              37,700
                              
                              -Genco
      Leader
                              1999
                              Baumarine
      AS
                              November
      2009
                              Spot(7)
                              
                              -Genco
      Vigour
                              1999
                              Sangamon
      Transportation Group(Guaranteed
      by Louis Dreyfus
                                Corp
      )
                              June
      2009
                              10,000(8)
                              
                              -Genco
      Acheron
                              1999
                              Global
      Chartering Ltd(a
      subsidiary
                                of
      ArcelorMittal Group)
                              July
      2011
                              55,250
                              
                              -Genco
      Surprise
                              1998
                              Hanjin
      Shipping Co., Ltd.
                              December
      2010
                              42,100
                              
                              -Genco
      Raptor
                              2007
                              COSCO
      Bulk Carriers Co., Ltd.
                              April
      2012
                              52,800
                              
                              -Genco
      Thunder
                              2007
                              Baumarine
      AS
                              October
      2009
                              Spot(9)
                              
                              -Supramax VesselsGenco
      Predator
                              2005
                              Bulkhandling
      Handymax A/S
                              September
      2009
                              Spot(10)Genco
      Warrior
                              2005
                              Hyundai
      Merchant Marine Co. Ltd.
                              November
      2010
                              38,750
                              
                              -Genco
      Hunter
                              2007
                              Pacific Basin
      Chartering Ltd.
                              June
      2009
                              62,000
                              
                              -Genco
      Cavalier
                              2007
                              Clipper
      Bulk Shipping NV
                              June
      2009
                              12,000(11)
                              
                              -Handymax VesselsGenco
      Success
                              1997
                              Korea
      Line Corporation
                              February
      2011
                              33,000(12)
                              
                              -Genco
      Carrier
                              1998
                              Louis
      Dreyfus Corporation
                              March
      2011
                              37,000
                              
                              -Genco
      Prosperity
                              1997
                              Pacific Basin
      Chartering Ltd
                              June
      2011
                              37,000
                              
                              -Genco
      Wisdom
                              1997
                              Hyundai
      Merchant Marine Co. Ltd.
                              February
      2011
                              34,500
                              
                              -Genco
      Marine
                              1996
                              Clipper
      Bulk Shipping NV
                              June
      2009
                              14,500(13)
                              
                              -Genco
      Muse
                              2001
                              Global
      Maritime Investments Ltd.
                              May
      2009
                              6,500Handysize VesselsGenco
      Explorer
                              1999
                              Lauritzen
      Bulkers A/S
                              August
      2009
                              19,500
                              
                              -Genco
      Pioneer
                              1999
                              Lauritzen
      Bulkers A/S
                              August
      2009
                              19,500
                              
                              -Genco
      Progress
                              1999
                              Lauritzen
      Bulkers A/S
                              August
      2009
                              19,500
                              
                              -Genco
      Reliance
                              1999
                              Lauritzen
      Bulkers A/S
                              August
      2009
                              19,500
                              
                              -Genco
      Sugar
                              1998
                              Lauritzen
      Bulkers A/S
                              August
      2009
                              19,500
                              
                              -Genco
      Charger
                              2005
                              Pacific Basin
      Chartering Ltd.
                              November
      2010
                              24,000
                              
                              -Genco
      Challenger
                              2003
                              Pacific Basin
      Chartering Ltd.
                              November
      2010
                              24,000
                              
                              -Genco
      Champion
                              2006
                              Pacific Basin
      Chartering Ltd.
                              December
      2010
                              24,000
                              
                              -




(1) The
charter expiration dates presented represent the earliest dates that our
charters may be terminated in the ordinary course.  Except for the
Genco Titus, Genco Constantine, and Genco Hadrian under the terms of each
contract, the charterer is entitled to extend time charters from two to four
months in order to complete the vessel's final voyage plus any time the vessel
has been off-hire. The charterer of the Genco Titus and Genco Hadrian has the
option to extend the charter for a period of one year.  The Genco
Constantine has the option to extend the charter for a period of eight
months.


(2) Time
charter rates presented are the gross daily charterhire rates before third party
commissions ranging from 1.25% to 6.25%, except as indicated for the Genco
Leader, Thunder and Predator in notes 7, 9 and 10 below. In a time charter, the
charterer is responsible for voyage expenses such as bunkers, port expenses,
agents’ fees and canal dues.


(3) For
the vessels acquired with a below-market time charter rate, the approximate
amount of revenue on a daily basis to be recognized as revenues is displayed in
the column named “Net Revenue Daily Rate” and is net of any third-party
commissions. Since these vessels were acquired with existing time charters
with below-market rates, we allocated the purchase price between the respective
vessel and an intangible liability for the value assigned to the below-market
charterhire.  This intangible liability is amortized as an increase to
voyage revenues over the minimum remaining term of the charter.  For
cash flow purposes, we will continue to receive the rate presented in the “Cash
Daily Rate” column until the charter expires.






27




(4) Dates
for vessels being delivered in the future are estimates based on guidance
received from the sellers and/or the respective shipyards.


(5) These
charters include a 50% index-based profit sharing component above the respective
base rates listed in the table. The profit sharing between the charterer and us
for each 15-day period is calculated by taking the average over that period of
the published Baltic Cape Index of the four time charter routes, as reflected in
daily reports. If such average is more than the base rate payable under the
charter, the excess amount is allocable 50% to each of the charterer and us. A
third-party brokerage commission of 3.75% based on the profit sharing amount due
to us is payable out of our share.


(6) Year
built for vessels being delivered in the future are estimates based on guidance
received from the sellers and/or the respective shipyards.


(7) We
have reached an agreement to enter the vessel into the Baumarine Pool with an
option to convert the balance period of the charter party to a fixed rate, but
only after June 1, 2009.The vessel entered the pool following the completion of
its previous time charter on December 16, 2008. In addition to a 1.25% third
party brokerage commission, the charter party calls for a management
fee.


(8) We
have entered into a time charter trip for approximately 90 days at a rate of
$10,000 per day less a 5% third-party commission which commenced on April 7,
2009.


(9) We
have reached an agreement to enter the vessel into the Baumarine Pool with an
option to convert the balance period of the charter party to a fixed rate, but
only after March 1, 2009. In addition to a 1.25% third party brokerage
commission, the charter party calls for a management fee.


(10) We
have entered the vessel into the Bulkhandling Handymax Pool with an option to
convert the balance period of the charter party to a fixed rate, but only after
January 1, 2009.  In addition to a 1.25% third party brokerage
commission, the charter party calls for a management fee.


(11)
Following Samsun Logix Corporation’s (“Samsun”) filing for the equivalent of
bankruptcy protection in South Korea, otherwise referred to as a rehabilitation
application, the Company has terminated the charter party agreement as a result
of the non-payment of hire and has commenced arbitration proceedings in the
United Kingdom for damages related to the non-performance of Samsun under the
time charter. In addition, we have entered into a short term time charter for
approximately 3 to 5 months at a rate of $12,000 per day, less a 5% third-party
commission. The vessel entered into the time charter on March 9,
2009.


(12) We
extended the time charter for an additional 35 to 37.5 months at a rate of
$40,000 per day for the first 12 months, $33,000 per day for the following 12
months, $26,000 per day for the next 12 months and $33,000 per day thereafter
less a 5% third-party commission. In all cases, the rate for the duration of the
time charter will average $33,000 per day. For purposes of revenue recognition,
the time charter contract is reflected on a straight-line basis at approximately
$33,000 per day for 35 to 37.5 months in accordance with U.S. GAAP.


(13) We
have entered into a short term time charter for approximately 3 to 5 months at a
rate of $14,500 per day, less a 5% third-party commission.  The vessel
entered into the time charter following the completion of its previous time
charter with NYK Bulkship Atlantic NV on or about April 2, 2009.








Three months ended
      March 31, 2009 compared to the three months ended March 31,
      2008




REVENUES-




For the
three months ended March 31, 2009, revenues grew 5.4% to $96.7 million versus
$91.7 million for the three months ended March 31, 2008.  Revenues in
both periods consisted of charter hire revenue earned by our
vessels.  The increase in revenues was due to the operation of a
larger fleet offset by lower charter rates achieved for some of our
vessels.




The
average Time Charter Equivalent (“TCE”) rate of our fleet decreased 7.5% to
$33,203 a day for the three months ended March 31, 2009 from $35,891 a day for
the three months ended March 31, 2008.  The slight decrease in TCE
rates was due to lower charter rates achieved in the first quarter of 2009
compared to the first quarter of 2008 for three of the Panamax vessels, four of
the Supramax and Handymax vessels, and one of the handysize vessels in our
current fleet.   Furthermore, lower TCE rates were achieved in
the first quarter of 2009 compared to the same period last year due to the lack
of revenue from the profit sharing agreements on two of our Capesize vessels as
well as the unanticipated offhire related to the previously disclosed collision
of the Genco Cavalier.  This was partially offset by higher revenues
on two of our Panamax and five of our Handymax vessels.




For the
three months ended March 31, 2009 and 2008, we had ownership days of 2,880.0
days and 2,552.0 days, respectively.  Fleet utilization for the same
three month period ended March 31, 2009 and 2008 was 98.4% and 99.8%,
respectively.  The utilization was lower for the three months ended
March 31, 2009 primarily due to the 15.8 and 12.1 days of unscheduled offhire
for the Genco Cavalier and Genco Raptor, respectively.






28




The
current freight rate environment, although still not at high levels, has showed
some signs of stabilization stemming from increased demand for Capesize vessels
relating to iron ore activity from Brazil and Australia, as well as seasonally
increased demand for Panamax vessels on the grain and coal side.  The
majority of our vessels are currently on long-term time charters and the
remainder are on short-term charters.  The rates that our vessels earn
in the future may be affected if the current freight rate environment persists
or worsens following expiration of our current charters.





VOYAGE
EXPENSES-




For the
three months ended March 31, 2009 and 2008, we did not incur port and canal
charges or any significant expenses related to the consumption of bunkers (fuel)
as part of our vessels’ overall expenses because all of our vessels were
employed under time charters that require the charterer to bear all of those
expenses.




For the
three months ended March 31, 2009 and 2008, voyage expenses were $1.6 million
and $0.7 million, respectively, and consisted primarily of brokerage
commissions paid to third parties.




VESSEL
OPERATING EXPENSES-




Vessel
operating expenses increased to $14.2 million from $10.9 million for the three
months ended March 31, 2009 and 2008, respectively.  This was due
mostly to higher crewing and insurance expenses as well as the operation of a
greater number of Capesize vessels for the three months ended March 31, 2009 as
compared to the three months ended March 31, 2008.




Daily
vessel operating expenses grew to $4,931 per vessel per day for the three months
ended March 31, 2009 from $4,278 per day for the three months ended March 31,
2008.  The increase in daily vessel operating expenses was due to
higher crewing and insurance expenses, as well as the operation of larger class
vessels, namely Capesize vessels for the first quarter of 2009 versus the same
period last year.  We believe daily vessel operating expenses are best
measured for comparative purposes over a 12-month period in order to take into
account all of the expenses that each vessel in our fleet will incur over a full
year of operation.  For the quarter ended March 31, 2009, daily vessel
operating expenses per vessel were $419 below the $5,350 weighted average daily
budget for 2009.





Based on
management’s estimates and budgets provided by our technical manager, we expect
our vessels to have daily vessel operating expenses during 2009 of:







Vessel
    Type
                        Average
      Daily
                          Budgeted AmountCapesize
                        $6,200Panamax
                        5,400Supramax
                        5,100Handymax
                        5,200Handysize
                        4,800





Our
vessel operating expenses, which generally represent fixed costs, will increase
as a result of the expansion of our fleet. Other factors beyond our control,
some of which may affect the shipping industry in general, including, for
instance, developments relating to market prices for crewing, lubes, and
insurance, may also cause these expenses to increase.







GENERAL
AND ADMINISTRATIVE EXPENSES-




For the
three months ended March 31, 2009 and 2008, general and administrative expenses
were $3.9 million and $4.4 million, respectively.  The decrease
in general and administrative expenses was due to a decrease in employee
non-cash compensation and legal and related fees during the first quarter of
2009 as compared to the first quarter of 2008.








29




MANAGEMENT
FEES-




We incur
management fees to third-party technical management companies for the day-to-day
management of our vessels, including performing routine maintenance, attending
to vessel operations and arranging for crews and supplies.  For the
three months ended March 31, 2009 and 2008, management fees were $0.9 million
and $0.7 million, respectively.   The increase was primarily due
to the operation of a larger fleet as well as an increase in monthly management
fees.





DEPRECIATION
AND AMORTIZATION-




For the
three months ended March 31, 2009, depreciation and amortization charges grew to
$20.9 million from $15.9 million for the three months ended March 31,
2008.  The increase was primarily due to the operation of a larger
fleet.








OTHER
(EXPENSE) INCOME-





NET
INTEREST EXPENSE-





For the
three months ended March 31, 2009 and 2008, net interest expense was $13.9
million and $11.2 million, respectively.  Net interest expense
consisted primarily of interest payments made under our 2007 Credit Facility
during both periods.  Additionally, interest income as well as
amortization of deferred financing costs related to the 2007 credit facility are
included in both periods.  The increase in net interest expense for
first quarter 2009 versus first quarter 2008 was mostly a result of higher
outstanding debt due to the acquisition of additional vessels during the second
quarter through the fourth quarter of 2008 as well as an increase in the
Applicable Margin as a result of the 2009 Amendment to the 2007 Credit
Facility.







LIQUIDITY
AND CAPITAL RESOURCES




To date,
we have financed our capital requirements with cash flow from operations, equity
offerings and bank debt. We have used our funds primarily to fund vessel
acquisitions, regulatory compliance expenditures, the repayment of bank debt and
the associated interest expense and the payment of dividends. We will require
capital to fund ongoing operations, acquisitions and debt service.  We
expect to rely on operating cash flows as well as long-term borrowings to
implement our growth plan.  Please refer to the discussion under the
subheading “Dividend Policy” below for additional information regarding
dividends.   We also may consider debt and additional equity
financing alternatives from time to time.  However, if current market
conditions persist, we may be unable to raise additional equity capital or debt
financing on acceptable terms or at all.




We
anticipate that internally generated cash flow and borrowings under our 2007
Credit Facility will be sufficient to fund the operations of our fleet,
including our working capital requirements for the near term.  As a
result of the reduction in the market values of vessels, the Company entered
into the 2009 Amendment which waived the existing collateral maintenance
financial covenant, which required us to maintain pledged vessels with a value
equal to at least 130% of our current borrowings for the year ended December 31,
2008, and accelerated the reductions of the total facility which began on March
31, 2009.  Please read the “2007 Credit Facility” section below for
further details of the terms of the amendment.  The Company
anticipates utilizing a portion of the remaining 2007 Credit Facility and
internally generated cash flow or alternative financing to fund the anticipated
acquisition of the remaining three Capesize vessels we have agreed to
acquire.  The collateral maintenance covenant will be waived until the
Company can represent that it is in compliance with all of its financial
covenants.





Dividend
Policy




Historically,
our dividend policy, which commenced in November 2005, has been to declare
quarterly distributions to shareholders by each February, May, August and
November, which commenced in November 2005, substantially equal to our available
cash from operations during the previous quarter, less cash expenses for that
quarter (principally vessel operating expenses and debt service) and any
reserves our board of directors determines






30






we should
maintain.  These reserves covered, among other things, drydocking,
repairs, claims, liabilities and other obligations, interest expense and debt
amortization, acquisitions of additional assets and working
capital.  In the future, we may incur other expenses or liabilities
that would reduce or eliminate the cash available for distribution as
dividends.  On January 26, 2009, the Company entered into the 2009
Amendment pursuant to which we are required to suspend the payment of cash
dividends until the Company can represent that it is in a position to satisfy
the collateral maintenance covenant.  Refer to Note 8 – Long-Term Debt
of our financial statements above for further information regarding this
amendment.  As such, a dividend was not declared for the quarter
ending March 31, 2009.  The following table summarizes the dividends
declared based on the results of the respective fiscal quarter:





Dividend
      per
                          share
                      Declaration
      dateFISCAL YEAR ENDED DECEMBER 31, 20091st
      Quarter
                      –
                      N/AFISCAL YEAR ENDED DECEMBER 31, 20084th
      Quarter
                      –
                      N/A3rd
      Quarter
                      $1.00
                      10/23/082nd
      Quarter
                      $1.00
                      7/24/081st
      Quarter
                      $1.00
                      4/29/08FISCAL YEAR ENDED DECEMBER 31, 20074th
      Quarter
                      $0.85
                      2/13/083rd
      Quarter
                      $0.66
                      10/25/072nd
      Quarter
                      $0.66
                      7/26/071st
      Quarter
                      $0.66
                      4/26/07





The
declaration and payment of any dividend is subject to the discretion of our
board of directors and our compliance with the collateral maintenance waiver
obtained as part of the 2009 Amendment.  The timing and amount of
dividend payments will depend on our earnings, financial condition, cash
requirements and availability, fleet renewal and expansion, restrictions in our
loan agreements, the provisions of Marshall Islands law affecting the payment of
distributions to shareholders and other factors.  Our board of
directors may review and amend our dividend policy from time to time in light of
our plans for future growth and other factors.




We
believe that, under current law, our dividend payments from earnings and profits
will constitute “qualified dividend income” and, as such, will generally be
subject to a 15% U.S. federal income tax rate with respect to non-corporate U.S.
shareholders that meet certain holding period and other requirements (through
2010). Distributions in excess of our earnings and profits will be treated first
as a non-taxable return of capital to the extent of a U.S. shareholder's tax
basis in its common stock on a dollar-for-dollar basis and, thereafter, as
capital gain.





Share
Repurchase Program





On
February 13, 2008, our board of directors approved our share repurchase program
for up to a total of $50.0 million of our common stock.   Share
repurchases will be made from time to time for cash in open market transactions
at prevailing market prices or in privately negotiated
transactions.  The timing and amount of purchases under the program
were determined by management based upon market conditions and other
factors.  Purchases may be made pursuant to a program adopted under
Rule 10b5-1 under the Securities Exchange Act.  The program does not
require us to purchase any specific number or amount of shares and may be
suspended or reinstated at any time in our discretion and without
notice.  Repurchases under the program are subject to restrictions
under the 2007 Credit Facility.  The 2007 Credit Facility was amended
as of February 13, 2008 to permit the share repurchase program and provide that
the dollar amount of shares repurchased is counted toward the maximum dollar
amount of dividends that may be paid in any fiscal
quarter.  Subsequently, on January 26, 2009, the Company entered into
the 2009 Amendment, which amended the 2007 Credit Facility to require the
Company to suspend all share repurchases until the Company can represent that it
is in a position to again satisfy the collateral maintenance
covenant.  Refer to Note 8 – Long-Term Debt of our financial
statements for further information regarding this amendment.  Pursuant
to the 2009 Amendment, there were no share repurchase during the three months
ended March 31, 2009.






31





Cash
Flow




Net cash
provided by operating activities for the three months ended March 31, 2009 and
2008, was $55.5 million and $55.7 million,
respectively.  Net cash provided by operating activities for the three
months ended March 31, 2009 of $55.5 million was a result of net income adjusted
by higher depreciation and amortization expense due to a larger
fleet.  The slight decrease was due to the operation of a larger
fleet, which contributed to an increase in adjustments to reconcile net income
to operating cash flows, including increase in depreciation and amortization.
Decreases in adjustments to reconcile net income to operating cash flows include
$4.7 million of amortization of value of the time charters acquired as part of
the Metrostar and Evalend acquisitions, $3.2 million of prepaid and other
current and noncurrent assets, and $1.4 million in deferred voyage
revenue.  Net cash provided by operating activities for the three
months ended March 31, 2008 was primarily a result of recorded net income of
$74.0 million, adjusted for depreciation and amortization charges of
$15.9 million and offset by a $26.2 million gain on the sale of the Genco
Trader.





Net cash
used in investing activities was $1.2 million for the three months ended March
31, 2009 as compared to $132.4 million for the three months ended March 31,
2008.  For the three months ended March 31, 2009, cash used in
investing activities primarily related to deposits on vessels to be
acquired of $0.7 million which represents capitalized interest expense for
vessels to be delivered.  For the three months ended March 31, 2008,
the cash used in investing activities related primarily to the purchase of
vessels in the amount of $153.3 million, payments on forward currency contracts
of $11.4 million, and the purchase of investments of $10.3 million, offset by
the proceeds from the sale of the Genco Trader in the amount of $43.1
million.




Net cash
used in financing activities for the three months ended March 31, 2009 was $3.4
million as compared to $53.4 million of net cash provided by financing
activities for the three months ended March 31, 2008. For the three months ended
March 31, 2009, net cash used in financing activities consisted of the payment
of deferred financing costs of $3.4 million.  For the three months
ended March 31, 2008, net cash provided by financing activities consisted of the
drawdown of $151.5 million related to the purchase of vessels and was offset by
the repayment of $73.0 million under the 2007 Credit Facility and the payment of
cash dividends of $24.7 million.





2007
Credit Facility





On July
20, 2007, the Company entered into a credit facility with DnB Nor Bank ASA (the
“2007 Credit Facility”) for the purpose of acquiring the nine new Capesize
vessels and refinancing the Company’s existing 2005 Credit Facility and
Short-Term Line.  DnB Nor Bank ASA is also Mandated Lead Arranger,
Bookrunner, and Administrative Agent. The Company has used borrowings under the
2007 Credit Facility to repay amounts outstanding under the Company’s previous
credit facilities, which have been terminated.  The maximum amount
that may be borrowed under the 2007 Credit Facility is $1.4
billion.  As of March 31, 2009, $191.2 million remains available to
fund future vessel acquisitions.  The Company may borrow up to $50
million of the $191.2 million for working capital purposes.




On
January 26, 2009, the Company entered into the 2009 Amendment which implements
the following modifications to the terms of the 2007 Credit
Facility:





·
            Compliance
      with the existing collateral maintenance financial covenant will be waived
      effective for the year ended December 31, 2008 and until the Company can
      represent that it is in compliance with all of its financial covenants and
      is otherwise able to pay a dividend and purchase or redeem shares of
      common stock under the terms of the Credit Facility in effect before the
      2009 Amendment.  The Company’s cash dividends and share
      repurchases will be suspended until the Company can represent that it is
      in a position to again satisfy the collateral maintenance
      covenant.





·
            The
      total amount of the 2007 Credit Facility will be subject to quarterly
      reductions of $12.5 million beginning March 31, 2009 through March 31,
      2012 and $48.2 million of the total facility amount thereafter until the
      maturity date.  A final payment of $250.6 million will be due on
      the maturity date.






32





·
            The
      Applicable Margin to be added to the London Interbank Offered Rate to
      calculate the rate at which the Company’s borrowings bear interest is
      2.00% per annum.





·
            The
      commitment commission payable to each lender is 0.70% per annum of the
      daily average unutilized commitment of such
  lender.





The significant covenants in the 2007
Credit Facility have been disclosed in the 2008 10-K. As of March 31, 2009, the
Company believes it is in compliance with all of the financial covenants under
its 2007 Credit Facility, as amended.





Interest
Rate Swap Agreements, Forward Freight Agreements and Currency Swap
Agreements




The
Company has entered into eleven interest rate swap agreements with DnB NOR Bank
to manage interest costs and the risk associated with changing interest rates.
The total notional principal amount of the swaps is $831.2 million and the swaps
have specified rates and durations.





Refer to
the table in Note 8 – Long-Term Debt of our financial statements which
summarized the interest rate swaps in place as of March 31, 2009 and December
31, 2008.





The
Company considered the creditworthiness of both the Company and the counterparty
in determining the fair value of the interest rate derivatives, and such
consideration resulted in an immaterial adjustment to the fair value of
derivatives on the balance sheet.  Valuations prior to any adjustments
for credit risk are validated by comparison with counterparty
valuations.  Amounts are not and should not be identical due to the
different modeling assumptions.  Any material differences are
investigated.





The
Company had entered into a number of short-term forward currency contracts to
protect the Company from the risk associated with the fluctuation in the
exchange rate associated with the cost basis of the Jinhui shares as described
in Note 5 – Investment of our financial statements above.  As forward
contracts expired, the Company continued to enter into new forward currency
contracts for the cost basis of the investment, excluding
commissions.  However, hedge accounting is limited to the lower of the
cost basis or the market value at time of designation.  The Company
has elected to discontinue the forward currency contracts as of October 10, 2008
due to the declining underlying market value of Jinhui.




As part
of our business strategy, we may enter into arrangements commonly known as
forward freight agreements, or FFAs, to hedge and manage market risks relating
to the deployment of our existing fleet of vessels.  These
arrangements may include future contracts, or commitments to perform in the
future a shipping service between ship owners, charters and
traders.  Generally, these arrangements would bind us and each
counterparty in the arrangement to buy or sell a specified tonnage freighting
commitment “forward” at an agreed time and price and for a particular
route.  Although FFAs can be entered into for a variety of purposes,
including for hedging, as an option, for trading or for arbitrage, if we decided
to enter into FFAs, our objective would be to hedge and manage market risks as
part of our commercial management. It is not currently our intention to enter
into FFAs to generate a stream of income independent of the revenues we derive
from the operation of our fleet of vessels.  If we determine to enter
into FFAs, we may reduce our exposure to any declines in our results from
operations due to weak market conditions or downturns, but may also limit our
ability to benefit economically during periods of strong demand in the
market.  We have not entered into any FFAs as of March 31,
2009.




Contractual
Obligations





The
following table sets forth our contractual obligations and their maturity dates
as of March 31, 2009.  The table incorporates the agreement to acquire
three remaining Capesize vessels for approximately $288.8 million, inclusive of
commissions for these acquisitions, and the employment agreement entered into in
September 2007 with our Chief Financial Officer, John Wobensmith.  The
Company plans to fund the remaining acquisitions with the remaining availability
under the 2007 Credit Facility and cash generated from
operations.  The interest and fees are also reflective of the 2007
Credit Facility, including the 2009 Amendment, and the interest rate swap
agreements








33






as
discussed above under “Interest Rate Swap Agreements, Forward Freight Agreements
and Currency Swap Agreements.”








Total
                  
                  Within
      One
                      Year
      (1)
                  
                  One
      to Three
                      Years
                  
                  Three
      to Five
                      Years
                  
                  More
      than
                      Five
      Years(U.S.
      dollars in thousands)Credit
      Agreements
                  
                  
                  $ 
      1,173,300
                  
                  
                  $         
      —
                  
                  
                  $         
      —
                  
                  
                  $
      247,970
                  
                  
                  $
      925,330Remainder
      of purchase price of acquisitions (2)
                  
                  
                  $    
      288,800
                  
                  
                  $
      288,800
                  
                  
                  $         
      —
                  
                  
                  $         
      —
                  
                  
                  $ 
              —Interest
      and borrowing fees
                  
                  
                  $    
      332,423
                  
                  
                  $  
      49,349
                  
                  
                  $
      123,749
                  
                  
                  $
          8,130
                  
                  
                  $ 
       71,195Executive
      employment agreement
                  
                  
                  $           
      198
                  
                  
                  $       
      198
                  
                  
                  $         
      —
                  
                  
                  $
               —
                  
                  
                  $         —Office
      lease
                  
                  
                  $        
      6,028
                  
                  
                  $       
      364
                  
                  
                  $    
      1,014
                  
                  
                  $
          1,036
                  
                  
                  $ 
      3  ,614








(1)
            Represents
      the nine month period ending December 31,
2009.


(2)
            The
      timing of these obligations are based on estimated delivery dates for the
      remaining three Capesize which are currently being constructed, and the
      obligation is inclusive of the commission due to brokers upon purchase of
      the vessels.





Interest
expense has been estimated using the fixed hedge rate for the effective period
and notional amount of the debt which is effectively hedged and 1.1875% for the
portion of the debt that has no designated swap against it, plus the applicable
bank margin of 2.00%.  The Company is obligated to pay certain
commitment fees in connection with the 2007 Credit Facility, which have been
reflected within interest and borrowing fees.





Capital
Expenditures





We make
capital expenditures from time to time in connection with our vessel
acquisitions. Our fleet currently consists of six Capesize drybulk carriers,
eight Panamax drybulk carriers, four Supramax drybulk carriers, six Handymax
drybulk carriers and eight Handysize drybulk carriers.





In
addition to acquisitions that we may undertake in future periods, we will incur
additional capital expenditures due to special surveys and drydockings. We
estimate our drydocking costs and scheduled off-hire days for our fleet through
2010 to be:





Year
                        Estimated Drydocking Cost
                          (U.S. dollars in millions)
                        Estimated Off-hire Days2009
      (April 1- December 31, 2009)
                        $4.2
                        1202010
                        $2.0
                        60







The costs
reflected are estimates based on drydocking our vessels in China.  We
estimate that each drydock will result in 20 days of off-hire.  Actual
costs will vary based on various factors, including where the drydockings are
actually performed.  We expect to fund these costs with cash from
operations.




During
the three months ended March 31, 2009, the Genco Muse completed drydocking at a
total cost of $0.6 million.




We
estimate that six of our vessels will be drydocked in the remainder of
2009.  An additional three of our vessels will be drydocked in
2010.








34







Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Inflation





Inflation
has only a moderate effect on our expenses given current economic conditions. In
the event that significant global inflationary pressures appear, these pressures
would increase our operating, voyage, general and administrative, and financing
costs.  However, the Company expects its costs to increase based on
the anticipated increased cost for crewing and lubes.






CRITICAL
ACCOUNTING POLICIES




Refer to
the Critical Accounting Policies as disclosed in the 2008 10-K.  There have
been no changes in these policies in the three months ended March 31,
2009.






ITEM
3.          QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Interest rate
risk




We are
exposed to the impact of interest rate changes.  Our objective is to
manage the impact of interest rate changes on our earnings and cash flow in
relation to our borrowings.  We held eleven interest rate risk
management instruments at March 31, 2009 and nine interest rate risk management
instruments at December 31, 2008, in order to manage future interest costs and
the risk associated with changing interest rates.




The
Company has entered into eleven interest rate swap agreements with DnB NOR Bank
to manage interest costs and the risk associated with changing interest
rates.  The total notional principal amount of the swaps is $831.2
million, and the swaps have specified rates and durations.  Refer to
the table in Note 8 – Long-Term Debt of our financial statements which
summarizes the interest rate swaps in place as of March 31, 2009 and December
31, 2008.




The swap
agreements, with effective dates prior to March 31, 2009 synthetically convert
variable rate debt to fixed rate debt at the fixed interest rate of swap plus
the Applicable Margin as defined in the “2007 Credit Facility” section of Note 8
– Long-Term Debt of our financial statements.




The
liability associated with the swaps at March 31, 2009 is $62.0 million and $65.9
million at December 31, 2008, and are presented as the fair value of derivatives
on the balance sheet.  Additionally, at March 31, 2009, the Company
had a swap in an asset position of $0.3 million.  As of March 31, 2009
and December 31, 2008, the Company has accumulated OCI of ($61.7) million and
($66.0) million, respectively, related to the effectively hedged portion of the
swaps.  At March 31, 2009, ($25.2) million of OCI is expected to be
reclassified into income over the next 12 months associated with interest rate
derivatives.





We are
subject to market risks relating to changes in interest rates because we have
significant amounts of floating rate debt outstanding.  For the three
months ended March 31, 2008, we paid LIBOR plus 0.85% on the 2007 Credit
Facility for the debt in excess of any designated swap’s notional amount for
such swap’s effective period.  During the three months ended March 31,
2009, effective January 26, 2009 as a result of the 2009 amendment to the 2007
Credit Facility, we paid LIBOR plus 2.00% on the 2007 Credit Facility for the
debt in excess of any designated swap’s notional amount for such swap’s
effective period.  A 1% increase in LIBOR would result in an increase
of $0.8 million in interest expense for the three months ending March 31, 2009,
considering the increase would be only on the unhedged portion of the debt for
which the rate differential on the relevant swap is not in effect.





Derivative financial
instruments
    35




As of
March 31, 2009, the Company has entered into eleven interest rate swap
agreements with DnB NOR Bank to manage interest costs and the risk associated
with changing interest rates.  The total notional principal amount of
the swaps is $831.2 million, and the swaps have specified rates and
durations.  Refer to the table in Note 8 – Long-Term Debt of our
financial statements which summarizes the interest rate swaps in place as of
March 31, 2009 and December 31, 2008.





The differential to be paid or received
for these swap agreements is recognized as an adjustment to interest expense as
incurred.  The Company is currently utilizing cash flow hedge
accounting for the swaps whereby the effective portion of the change in value of
the swaps is reflected as a component of OCI.  The ineffective portion
is recognized as other income (expense), which is a component of other (expense)
income.  For any period of time that the Company did not designate the
swaps for hedge accounting, the change in the value of the swap agreements prior
to designation was recognized as other income (expense) and was listed as a
component of other (expense) income.





Amounts
receivable or payable arising at the settlement of hedged interest rate swaps
are deferred and amortized as an adjustment to interest expense over the period
of interest rate exposure provided the designated liability continues to
exist.  Amounts receivable or payable arising at the settlement of
unhedged interest rate swaps are reflected as other income (expense) and is
listed as a component of other (expense) income.




The
interest expense pertaining to the interest rate swaps for the three months
ended March 31, 2009 and 2008 was $5.6 million and $0.5 million,
respectively.




Refer to
“Interest rate risk” section above for further information regarding the
interest rate swap agreements.





The
Company had entered into a number of short-term forward currency contracts to
protect the Company from the risk associated with the fluctuation in the
exchange rate associated with the cost basis of the Jinhui shares as described
in Note 5 - Investments of our financial statements.  The use of
short-term forward currency contracts was discontinued on October 10, 2008 due
to the underlying value of Jinhui.  For further information on these
forward currency contracts, please see page 33 under the heading “Interest Rate
Swap Agreements, Forward Freight Agreements and Currency Swap
Agreements”.





Currency and exchange rates
risk





The
international shipping industry’s functional currency is the U.S.
Dollar.  Virtually all of our revenues and most of our operating costs
are in U.S. Dollars.  We incur certain operating expenses in
currencies other than the U.S. dollar, and the foreign exchange risk associated
with these operating expenses is immaterial.





The
Company had entered into a number of short-term forward currency contracts to
protect the Company from the risk associated with the fluctuation in the
exchange rate associated with the cost basis of the Jinhui shares as described
in Note 5 - Investments of our financial statements.  For further
information on these forward currency contracts, please see page 33 under the
heading “Interest Rate Swap Agreements, Forward Freight Agreements and Currency
Swap Agreements.”





The
Company utilized hedge accounting on the cost basis of the Jinhui stock through
October 10, 2008 when the use of the forward currency contract was discontinued
due to the underlying value of Jinhui.





Investments





The
Company holds investments in Jinhui of $23.0 million which are classified as
available for sale under SFAS No. 115, “Accounting for Certain Investments in
Debt and Equity Securities” (“SFAS No. 115”).  The Company classifies
the investment as a current or noncurrent asset based on the Company’s intent to
hold the investment at each reporting date.  The investments that are
classified as available for sale are subject to risk of changes in market value,
which if determined to be impaired (other than temporarily impaired), could
result in realized impairment losses.  The Company reviews the
carrying value of such investments on a quarterly basis to determine if any
valuation adjustments are appropriate under SFAS No. 115.  During
2008, we reviewed the investment in Jinhui for indicators of
other-than-temporary impairment.  This determination required
significant






36






judgment.  In
making this judgment, we evaluated, among other factors, the duration and extent
to which the fair value of the investment is less than its cost; the general
market conditions, including factors such as industry and sector performance,
and our intent and ability to hold the investment.  The Company’s
investment in Jinhui was deemed to be other-than-temporarily impaired at
December 31, 2008 due to the severity of the decline in its market value versus
our cost basis.  During the year ended December 31, 2008, the Company
recorded a $103.9 million impairment loss which was reclassified from OCI and
recorded as a loss in the income statement in the 2008 10-K.  We will
continue to evaluate the investment on a quarterly basis to determine the
likelihood of any further significant adverse effects on the fair value and
amount of any additional impairment.  For the quarter ended March 31,
2009, we have not further deemed our investment to be other-than-temporarily
impaired.  In the event we determine that the Jinhui investment is
subject to any additional other-than-temporary impairment, the amount of the
impairment would be reclassified from OCI and recorded as a loss in the income
statement for the amount of the impairment.





ITEM
      4.
            CONTROLS
      AND PROCEDURES




EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





Under the
supervision and with the participation of our management, including our
President and Chief Financial Officer, we have evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as defined in
Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) as of the end of the period covered by this report. Based
upon that evaluation, our President and Chief Financial Officer have concluded
that our disclosure controls and procedures are effective.





There
have been no changes in our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.







PART
      II:
            OTHER
      INFORMATION




ITEM
      1.
            LEGAL
      PROCEEDINGS




From time
to time the Company may be subject to legal proceedings and claims in the
ordinary course of its business, principally personal injury and property
casualty claims. Such claims, even if lacking merit, could result in the
expenditure of significant financial and managerial resources.  During
January 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter
to Samsun Logix Corporation, which has filed for the equivalent of bankruptcy
protection in South Korea, otherwise referred to as a rehabilitation
application. Charter hire for the Genco Cavalier has been received up until
January 30, 2009. The Third Bankruptcy Division of the Seoul Central District
Court (the “Bankruptcy Court”) accepted the rehabilitation application on March
6, 2009. The contract with Samsun was repudiated as a result of the non-payment
of hire and the Genco Cavalier is currently on hire with a new
charterer.  We will continue to pursue all legal options available to
the Company under the Bankruptcy Court.




With the
exception of the legal proceeding related to the Genco Cavalier as noted above,
the Company is not aware of any legal proceedings or claims that it believes
will have, individually or in the aggregate, a material adverse effect on the
Company, its financial condition, results of operations or cash
flows.




ITEM
1A.       RISK FACTORS




In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2008, which
could materially affect our business, financial condition or future
results.  Below is updated information for one such risk factor which is
entitled “U.S. tax authorities
could treat us as a ‘passive foreign investment company,’ which could have
adverse U.S. federal income tax consequences to U.S.
shareholders”:






37





As
detailed in our Form 10-K for the year ended December 31, 2008, whether a
foreign corporation is a “passive foreign investment company,” or PFIC, depends
on the portion of the corporation’s gross income that consists of “passive
income” or the portion of its assets that produce or are held for the production
of “passive income” for any taxable year.   Income derived from
the performance of services does not constitute passive income, while rental
income would generally constitute passive income unless we were treated under
specific rules as deriving our rental income in the active conduct of a trade or
business.  We do not believe that our existing operations would cause
us to be deemed a PFIC with respect to any taxable year, as we treat the gross
income we derive or are deemed to derive from our time and spot chartering
activities as services income, rather than rental income.





There is,
however, no direct legal authority under the PFIC rules addressing our method of
operation.  Moreover, in a recent case not concerning PFICs, Tidewater Inc. v. U.S.,
2009-1 USTC ¶ 50,337, the Fifth Circuit held that a vessel time charter at issue
generated rental, rather than services, income.  However, the court's
ruling was contrary to the position of the U.S. Internal Revenue Service, which
we sometimes refer to as the IRS, that the time charter income should be treated
as services income, and the terms of the time charter in that case differ in
material respects from the terms of our time charters.  No assurance
can be given that the IRS, or a court of law will accept our position, and there
is a risk that the IRS or a court of law could determine that we are a
PFIC.


Also,
below is updated information for another such risk factor which is entitled
"Acts of piracy on ocean-going
vessels have recently increased in frequency, which could adversely affect our
business":
  In
response to piracy incidents in 2008 and 2009, particularly in the Gulf of Aden
off the coast of Somalia, after consultation with regulatory authorities, we
have recently stationed armed guards on some of our vessels in some
instances.  While our use of guards is intended to deter and prevent the
hijacking of our vessels, it may also increase our risk of liability for death
or injury to persons or damage to personal property.  While we believe we
generally have adequate insurance in place to cover such liability, if we do
not, it could adversely impact our business, results of operations, cash flows,
and financial condition.




ITEM
2.          UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




During
the three months ended March 31, 2009, we did not repurchase any shares of our
common stock pursuant to our share repurchase program.





ITEM
      5.
            OTHER
      INFORMATION




In
compliance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, we have
provided certifications of our Principal Executive Officer and Principal
Financial Officer to the Securities and Exchange Commission.  The
certifications provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 accompanying this report have not been filed pursuant to the Securities
Exchange Act of 1934.











38





Item
6.   EXHIBITS




Exhibit
                      Document3.1
                      Amended
      and Restated Articles of Incorporation of Genco Shipping & Trading
      Limited (1)3.2
                      Articles
      of Amendment of Articles of Incorporation of Genco Shipping & Trading
      Limited as adopted July 21, 2005 (2)3.3
                      Articles
      of Amendment of Articles of Incorporation of Genco Shipping & Trading
      Limited as adopted May 18, 2006 (3)3.4
                      Certificate
      of Designations of Series A Preferred Stock (4)3.5
                      Amended
      and Restated By-Laws of Genco Shipping & Trading Limited, dated as of
      April 9, 2007 (4)10.1
                      Amendment
      and Supplement No. 4 to Senior Secured Credit Agreement, dated as of
      January 26, 2009, among Genco Shipping & Trading Limited, the lenders
      party thereto, DNB NOR Bank ASA, New York Branch, as Administrative Agent,
      mandated lead arranger, bookrunner, security trustee and collateral agent,
      and Bank of Scotland PLC, as mandated lead arranger (5)31.1
                      Certification
      of President pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*31.2
                      Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*32.1
                      Certification
      of President pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
                      Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.*


(*)         
Filed with this report.




(1)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Registration
      Statement on Form S-1/A, filed with the Securities and Exchange Commission
      on July 6, 2005.(2)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Registration
      Statement on Form S-1/A, filed with the Securities and Exchange Commission
      on July 21, 2005.(3)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on May 18,
      2006.(4)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on April 9,
      2007.(5)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 26,
      2009.






(Remainder
of page left intentionally blank)








39









SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.










GENCO
      SHIPPING& TRADING
      LIMITEDDATE:
      May 11, 2009
            
            By:  /s/  Robert
      Gerald Buchanan
              Robert
      Gerald Buchanan
              President
              (Principal
      Executive Officer)DATE:
      May 11, 2009
            
            By:  /s/  John
      C. Wobensmith
              John
      C. Wobensmith
              Chief
      Financial Officer, Secretary and Treasurer
              (Principal
      Financial and Accounting Officer)

























40







Exhibit
Index





Exhibit
              Document3.1
              Amended
      and Restated Articles of Incorporation of Genco Shipping & Trading
      Limited (1)3.2
              Articles
      of Amendment of Articles of Incorporation of Genco Shipping & Trading
      Limited as adopted July 21, 2005 (2)3.3
              Articles
      of Amendment of Articles of Incorporation of Genco Shipping & Trading
      Limited as adopted May 18, 2006 (3)3.4
              Certificate
      of Designations of Series A Preferred Stock (4)3.5
              Amended
      and Restated By-Laws of Genco Shipping & Trading Limited, dated as of
      April 9, 2007 (4)10.1
              Amendment
      and Supplement No. 4 to Senior Secured Credit Agreement, dated as of
      January 26, 2009, among Genco Shipping & Trading Limited, the lenders
      party thereto, DNB NOR Bank ASA, New York Branch, as Administrative Agent,
      mandated lead arranger, bookrunner, security trustee and collateral agent,
      and Bank of Scotland PLC, as mandated lead arranger (5)31.1
              Certification
      of President pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*31.2
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*32.1
              Certification
      of President pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
              Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.*


(*)         
Filed with this report.




(1)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Registration
      Statement on Form S-1/A, filed with the Securities and Exchange Commission
      on July 6, 2005.(2)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Registration
      Statement on Form S-1/A, filed with the Securities and Exchange Commission
      on July 21, 2005.(3)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on May 18,
      2006.(4)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on April 9,
      2007.(5)
            
            Incorporated
      by reference to Genco Shipping & Trading Limited's Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 26,
      2009.










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