Exhibit 4.4


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                          FIRST SUPPLEMENTAL INDENTURE

                             Dated as of May 1, 2005


                                       TO


                                    INDENTURE

                             Dated December 7, 2004




                                     BETWEEN



                                 OMI CORPORATION



                                       AND



                       HSBC BANK USA, NATIONAL ASSOCIATION

                                   as Trustee









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<PAGE>

                          FIRST SUPPLEMENTAL INDENTURE

                  FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2005, between
OMI CORPORATION, a corporation duly organized and existing under the laws of the
Republic of the Marshall Islands (the "Company"), having its principal office at
One Station Place,  Stamford,  Connecticut  06902,  and HSBC BANK USA,  NATIONAL
ASSOCIATION,  a national banking  association (the "Trustee"),  as Trustee under
the  Indenture,  as defined  below.  Defined terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Indenture.

                  WHEREAS,  the Company has heretofore executed and delivered to
the Trustee a certain Indenture dated as of December 7, 2004 (the  "Indenture"),
providing for the issuance of the Company's 2.875%  Convertible Senior Notes due
2024 in the aggregate principal amount of $250,000,000 (the "Securities");

                  WHEREAS,  Section 10.01(d) of the Indenture provides that if a
Holder of  Securities  elects to  convert  its  Securities  pursuant  to Section
10.01(c) thereof and certain other conditions are satisfied, the Conversion Rate
for any such  Securities  surrendered  for  conversion  shall be  increased by a
certain  number of Additional  Shares,  such number of  Additional  Shares being
determined by reference to the table attached as SCHEDULE A to the Indenture;

                  WHEREAS,  the Company has been advised by Jefferies & Company,
Inc.  that the form of SCHEDULE A attached  to the  Indenture  did not  properly
reflect market  expectation  and should be revised and the Company has agreed to
such revision;

                  WHEREAS, this First Supplemental Indenture may be entered into
pursuant to the provisions of Section 9.01 of the Indenture  without the consent
of the Holders of the Securities; and

                  WHEREAS,  all acts and  things  necessary  to make this  First
Supplemental Indenture a valid, binding and legal instrument of the Company have
been duly performed and fulfilled by the Company, and the execution and delivery
hereof by the Company have been in all respects duly authorized by the Company.

                  NOW,  THEREFORE,  in consideration of the premises and for the
purposes  set forth herein and in  consideration  of One Dollar duly paid by the
Trustee to the Company, the receipt of which is hereby acknowledged, the Company
hereby  covenants  and agrees with the  Trustee,  for the benefit of the Holders
from time to time of the Securities, as follows:

                                   ARTICLE I

                           AMENDMENT TO THE INDENTURE

         Section  1.01  SCHEDULE  A to the  Indenture  shall  be and  hereby  is
amended,  replaced  and  restated  in its  entirety  in the form of  SCHEDULE  A
attached hereto.

<PAGE>

         Section 1.02 The last paragraph of Section 10.01(d) shall be and hereby
is amended, replaced and restated in its entirety to read as follows:

         Notwithstanding  the  foregoing,  in no event will the total  number of
shares of Common Stock issuable upon conversion exceed 48.4355 shares per $1,000
principal  amount of  Securities  or  12,108,875  shares of Common  Stock in the
aggregate,  whichever is less (in each case as adjusted on the same basis as the
Conversion Rate is adjusted  pursuant to Section 10.04),  subject to adjustments
in the same manner as the Conversion Rate as set forth in Section 10.04.

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

         Section 2.01 This First Supplemental Indenture is executed and accepted
by the parties hereto,  subject to all the terms and conditions set forth in the
Indenture,  as fully to all intents and purposes as if the terms and  conditions
of the Indenture  were set forth herein in full. As  supplemented  by this First
Supplemental Indenture, the Indenture is in all respects ratified and confirmed,
and the Indenture and this First Supplemental Indenture shall be read, taken and
construed as one and the same instrument.

         Section  2.02  This  instrument  may  be  executed  in  any  number  of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

         Section  2.03  The  Trustee  shall  not be  responsible  in any  manner
whatsoever  for or in  respect  of the  validity  or  sufficiency  of this First
Supplemental  Indenture or for or in respect of the recitals  contained  herein,
all of which are made solely by the Company and the Subsidiary Guarantors.

         Section 2.04  Capitalized  terms used herein without  definition  shall
have the meanings  assigned to them in the  Indenture.  For all purposes of this
First Supplemental  Indenture,  except as otherwise herein expressly provided or
unless the context otherwise requires, the words "herein," "hereof" and "hereby"
and other  words of similar  import  used in this First  Supplemental  Indenture
refer to this First Supplemental  Indenture as a whole and not to any particular
section hereof.

         Section 2.05 This First  Supplemental  Indenture  shall be governed by,
and construed in accordance with, the laws of the State of New York.

         Section 2.06 The Section  headings herein are for convenience  only and
shall not affect the construction thereof.


                                       2
<PAGE>

                  IN WITNESS WHEREOF,  the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written above.




                          OMI CORPORATION



                             By

                                -------------------------------------------
                                Name:  Craig H. Stevenson, Jr.
                                Title: Chief Executive Officer





                          HSBC BANK USA, NATIONAL ASSOCIATION,
                          as Trustee



                             By

                                -------------------------------------------
                                Name:  Marcia Markowski
                                Title: Vice President



                                       3
<PAGE>

                                                                      SCHEDULE A


 The following table sets forth the number of Additional Shares to be received
                   per $1,000 principal amount of Securities.

<TABLE>
<CAPTION>
                                                                   STOCK PRICE
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>
  EFFECTIVE DATE     $20.98  $23.08  $25.18  $27.27  $29.37  $31.47  $33.57 $35.67 $37.76 $39.86 $41.96 $52.45 $62.94 $73.43  $83.92
-------------------- ------  ------  ------  ------  ------  ------  ------ ------ ------ ------ ------ ------ ------ ------ -------
December 1, 2004 ...  15.50   13.10   11.14    9.62    8.32    7.33    6.55   5.94   5.31   4.90   4.38   2.98   2.17   1.69    1.36

December 1, 2005 ...  15.72   13.18   11.17    9.54    8.22    7.16    6.34   5.66   5.08   4.58   4.16   2.73   1.96   1.50    1.20

December 1, 2006 ...  15.86   13.18   11.07    9.37    7.99    6.89    6.05   5.35   4.76   4.25   3.83   2.42   1.69   1.26    1.00

December 1, 2007 ...  15.90   13.07   10.84    9.06    7.62    6.49    5.62   4.90   4.30   3.80   3.38   2.03   1.35   0.98    0.76

December 1, 2008 ...  15.81   12.78   10.42    8.55    7.05    5.88    4.99   4.27   3.68   3.18   2.78   1.52   0.95   0.66    0.50

December 1, 2009 ...  15.53   12.26    9.73    7.74    6.17    4.97    4.07   3.35   2.78   2.32   1.94   0.89   0.48   0.31    0.23

December 1, 2010 ...  15.13   11.41    8.60    6.42    4.75    3.49    2.60   1.93   1.42   1.04   0.75   0.12   0.00   0.00    0.00

December 1, 2011 ...  15.13   10.80    7.18    4.13    1.52    0.00    0.00   0.00   0.00   0.00   0.00   0.00   0.00   0.00    0.00
</TABLE>