AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

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

                        COMMISSION FILE NUMBER 001-14135


                                 OMI CORPORATION
              -----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          MARSHALL ISLANDS                                       52-2098714
-------------------------------                              -------------------
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (203) 602-6700

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


COMMON STOCK, PAR VALUE $.50 PER SHARE             NEW YORK STOCK EXCHANGE
--------------------------------------     ------------------------------------
          Title of Class                   Name of Exchange on which Registered

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

     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 [X]       NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

                               YES [X]       NO [ ]


Aggregate Market value of Registrant's voting stock, held by non-affiliates,
based on the closing price on the New York Stock Exchange as of the close of
business on March 24, 1999:

                                   $96,264,780

Number of shares of the Registrant's Common Stock outstanding as of March 24,
1999:

                                   41,628,013

The Following document is hereby incorporated by reference into Part III of this
Form 10-K:


(1)  Portions of the OMI Corporation 1999 Proxy Statement to be filed with the
     Securities and Exchange Commission.

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<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedules

     1. Financial statements as indicated in the index is set forth on page 24.

     2. Financial Statement Schedules

               None.

     3. The index to Exhibits is on page 73.

(b) Reports on Form 8-K:

     OMI filed a current report on Form 8-K with the Commission during the
     last quarter of the fiscal period covered by this report on December 15,
     1998.


                                       72


<PAGE>

                                                       EXHIBITS
<TABLE>
<CAPTION>

  NUMBER               INCORPORATED BY REFERENCE TO                          DESCRIPTION OF EXHIBIT
  ------               ----------------------------                          ----------------------
  <S>           <C>                                              <C>
   4.1          REGISTRATION STATEMENT ON FORM S-1 (NO.          FORM OF COMMON STOCK CERTIFICATE
                333-52771) FILED MAY 15, 1998
   
   4.2          REGISTRATION STATEMENT ON FORM S-1 (NO.          ARTICLES OF ASSOCIATION OF OMI
                333-52771) FILED MAY 15, 1998
   
   4.3          REGISTRATION STATEMENT ON FORM S-1 (NO.          BY-LAWS
                333-52771) FILED MAY 15, 1998
   
   4.4          REGISTRATION STATEMENT ON FORM S-1 (NO.          OMI CORPORATION STOCK OPTION PLAN (1)
                333-52771) FILED MAY 15, 1998
   
   10.1         FORM 10-Q FILED NOVEMBER 13, 1998                FORM OF OMI EMPLOYMENT AGREEMENTS FOR SENIOR
                                                                 EXECUTIVES (1)
   
   10.2         FORM 8A FILED DECEMBER 14, 1998                  REGISTRATION STATEMENT OF PREFERRED STOCK PURCHASE RIGHTS AND
                                                                 RIGHTS AGREEMENT DATED AS OF NOVEMBER 19, 1998 BETWEEN OMI
                                                                 CORPORATION AND CHASEMELLON SHAREHOLDER SERVICES L.L.C.

   10.3                                                          OMI CORPORATION 1998 PERFORMANCE SHARE UNIT PLAN (1)
   
   21                                                            SUBSIDIARIES OF THE COMPANY
   
   27                                                            FINANCIAL DATA SCHEDULE DATED DECEMBER 31, 1998
</TABLE>

(1)  Denotes compensation plan and /or agreement


                                       73



<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                 OMI CORPORATION

                                         By    /s/ FREDRIC J. LONDON
                                            -----------------------------------
                                                Senior Vice President

                                       74