[ Draft: (New York) October 4, 2001]



================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 OMI CORPORATION
             (Exact name of registrant as specified in its charter)

THE REPUBLIC OF THE MARSHALL ISLANDS                     52-2098714
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                      One Station Place, Stamford, CT 06902
               (Address of Principal Executive Offices) (Zip Code)

                              AMENDED AND RESTATED
                                 OMI CORPORATION
                           2001 RESTRICTED STOCK PLAN
                            (Full title of the plan)
                                 --------------

                             FREDRIC S. LONDON, ESQ.
                                 OMI CORPORATION
                                One Station Place
                               Stamford, CT 06902
                                 (203) 602-6700
            (Name, address and telephone number of agent for service)

                         Calculation of Registration Fee

                                   Copies to:
                           Robert L. Clare III, Esq.
                                White & Case LLP
                           1155 Avenue ofthe Americas
                            New York, New York 10036


--------------------------------------------------------------------------------
                                     PROPOSED
                                      MAXIMUM          PROPOSED
     TITLE OF                        AGGREGATE         MAXIMUM       AMOUNT OF
  SECURITIES TO    AMOUNT TO BE    OFFERING PRICE      AGGREGATE    REGISTRATION
  BE REGISTERED     REGISTERED      PER SHARE(1)   OFFERING PRICE(1)    FEES
--------------------------------------------------------------------------------
Common Stock par  1,000,000 shares     4.15           4,150,000       1,037.50
 value $0.50
  per share
================================================================================

(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c) and Rule 457(h) under the Securities  Act of 1933,  based on
     the average of the high and low sales  prices per share of Common  Stock of
     OMI  Corporation  as reported on the New York Stock Exchange on October 25,
     2001.




<PAGE>


                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  information  heretofore  filed by OMI  Corporation  with the
Securities  and Exchange  Commission  ("Commission")  pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act") and the Securities Act of
1933, as amended, is incorporated herein by reference:

     (a)  OMI's  Annual  Report on Form 10-K for the fiscal year ended  December
          31, 2000;

     (b)  OMI's Form of Common Stock Certificate,  Articles of Association,  and
          By-laws  in its  Registration  Statement  on Form S-1  filed  with the
          Commission on May 15, 1998, Registration Statement No. 333-52771; and

     (c)  OMI's  Quarterly  Report on Form 10-Q for the period  ended  March 31,
          2001.

     (d)  OMI's  Quarterly  Report on Form 10-Q for the  period  ended  June 30,
          2001.

     (e)  The  Company's   Proxy  Statement  for  the  2001  annual  meeting  of
          stockholders;

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

     (g)  The  Company's  Registration  Statements on Form S-3 filed on February
          11, 2000  (Registration  File No.  333-30230),  on March 28, 2000,  as
          amended on April 21, 2000 (Registration  File No. 333-33424),  on July
          14,  2000  (Registration  File No.  333-41468),  on  February  9, 2001
          (Registration File No. 333-55308), and on March 21, 2001 (Registration
          File No. 333-57346).



     All documents  that OMI filed  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the  Exchange  Act after the date of this  registration  statement  and
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities  offered hereby have been sold or  deregistering  all such securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
registration statement and to be a part of it from the date those documents were
filed.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.


<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     (1) The legality of the shares of Common Stock offered here has been passed
upon for OMI by Fredric S. London, Esq., OMI's Senior Vice President,  Secretary
and General Counsel. Mr. London beneficially owns 362,697 shares of Common Stock
of OMI and,  under OMI's stock option plans,  holds options to purchase  227,000
shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Marshall  Islands  law  provides  that with  respect to legal  actions
against a person  because  that  person is or was a  director  or  officer  of a
corporation,  that  corporation  (i) must  indemnify that person for expenses of
litigation when that person is successful on the merits; (ii) may indemnify that
person  for  expenses,  judgments,  fines  and  amounts  paid in  settlement  of
litigation (other than in an action by or in right of the corporation),  even if
that person is not successful on the merits,  if that person acted in good faith
and in a manner that that person reasonably  believed to be in or not opposed to
the best interests of the corporation (and, in the case of criminal proceedings,
had no reason to believe that  conduct was  unlawful);  and (iii) may  indemnify
such person for the expenses of a suit by or in the interest of the corporation,
even if such person is not  successful  on the merits,  if such person  acted in
good faith and in a manner which that person reasonably believed to be in or not
opposed  to  the  best   interests  of  the   corporation,   provided   that  no
indemnification  may be made if such  person  has  been  found to be  liable  of
negligence  or misconduct in the  performance  of his duties to the  corporation
unless the court in which the action was brought  determines  that,  despite the
finding of liability, that person is fairly and reasonably entitled to indemnity
for such  expenses.  The  advancement  of  litigation  expenses to a director or
officer  is also  authorized  upon  receipt  by the  board  of  directors  of an
undertaking  to repay such  amounts  if it is  ultimately  determined  that that
person is not entitled to  indemnification.  Our articles of  incorporation  and
by-laws limit personal liability of directors and officers to the fullest extent
permitted by Marshall Islands law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

          (a)  OMI hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;


<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  registration  statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic reports filed by OMI pursuant to
     Section  13 or  15(d)  of the  Securities  Exchange  Act of 1934  that  are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each post-effective amendment shall be deemed to be
     a new registration  statement  relating to the securities  offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          (b)  The  undersigned   hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of OMI pursuant to the provisions described in Item 6, or otherwise, OMI
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
these liabilities (other than the payment by OMI of expenses incurred or paid by
a director,  officer or controlling  person of OMI in the successful  defense of
any  action,  suit or  proceeding)  is  asserted  by the  director,  officer  or
controlling person in connection with the securities being


<PAGE>

registered,  OMI will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.



<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on October 29, 2001.

                               OMI Corporation
                               (Registrant)


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

                               By: /s/ Kathleen C. Haines
                                  ----------------------------------------------
                                              Kathleen C. Haines
                               Senior Vice President and Chief Financial Officer


<PAGE>


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Fredric
S.  London  and  Kathleen  C.  Haines  and  each of them,  his  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  any  and all  amendments  to this  registration  statement
(including  post-effective  amendments) to this  registration  statement and any
related  registration  statements  filed  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and to  perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and as of the dates indicated:

<TABLE>
<CAPTION>
                    NAME                                       SIGNATURE                      DATE
                    ----                                       ---------                      ----
<S>                                                      <C>                            <C>
Robert Bugbee                                                                           October 29, 2001
Executive Vice President, Chief Operating                /s/ Robert Bugbee
Officer and Director                                     --------------------------

Kathleen C. Haines                                                                      October 29, 2001
Senior Vice President and Chief Financial                /s/ Kathleen C. Haines
Officer                                                  --------------------------

James N. Hood                                                                           October 29, 2001
Director                                                 /s/ James N. Hood
                                                         --------------------------

Michael Klebanoff                                                                       October 29, 2001
Director                                                 /s/ Michael Klebanoff
                                                         --------------------------

Fredric S. London                                                                       October 29, 2001
Senior Vice President, Secretary and                     /s/ Fredric S. London
General Counsel                                          --------------------------

Edward Spiegel                                                                          October 29, 2001
Director                                                 /s/ Edward Spiegel
                                                         --------------------------

Craig H. Stevenson, Jr.                                                                 October 29, 2001
President, Chief Executive Officer and                   /s/ Craig H. Stevenson, Jr.
Chairman of the Board                                    --------------------------


<PAGE>

Donald C. Trauscht                                                                      October 29, 2001
Director                                                 /s/ Donald C. Trauscht
                                                         --------------------------

James D. Woods                                                                          October 29, 2001
Director                                                 /s/ James D. Woods
                                                         --------------------------
</TABLE>


<PAGE>



                                  EXHIBIT INDEX

4.1  Form  of  Common  Stock  Certificate  (incorporated  by  reference  to  the
     Registration  Statement  on  Form  S-1  filed  by  OMI  on  May  15,  1998,
     Registration Statement Number 333-52771).

4.2  OMI's   Articles  of   Association   (incorporated   by  reference  to  the
     Registration  Statement  on  Form  S-1  filed  by  OMI  on  May  15,  1998,
     Registration Statement Number 333-52771).

4.3  OMI's By-laws  (incorporated by reference to the Registration  Statement on
     Form  S-1  filed  by OMI on May 15,  1998,  Registration  Statement  Number
     333-52771).

4.9  OMI Corporation 2001 Restricted Stock Plan.

5.1  Opinion  of  Fredric  S.  London,  Esq.,  regarding  the  validity  of  the
     securities being registered.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Fredric S. London,  Esq.  (included in the opinion  constituting
     Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "filename": "a781930_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18714}]
{"company-data": {"conformed-name": "OMI CORP/M I", "cik": "0001061571", "assigned-sic": "4400", "irs-number": "522098714", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72456", "film-number": "1769844"}, "business-address": {"street1": "ONE STATION PLACE", "street2": "90 PARK AVE", "city": "STAMFORD", "state": "CT", "zip": "60902-6800", "phone": "2036026700"}, "mail-address": {"street1": "C/O OMI CORP", "street2": "ONE STATION PLACE", "city": "STAMFORD", "state": "CT", "zip": "60902-6800"}}
[ Draft: (New York) October 4, 2001]

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 OMI CORPORATION
             (Exact name of registrant as specified in its charter)

THE REPUBLIC OF THE MARSHALL ISLANDS                     52-2098714
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                      One Station Place, Stamford, CT 06902
               (Address of Principal Executive Offices) (Zip Code)

                              AMENDED AND RESTATED
                                 OMI CORPORATION
                           2001 RESTRICTED STOCK PLAN
                            (Full title of the plan)
                                 --------------

                             FREDRIC S. LONDON, ESQ.
                                 OMI CORPORATION
                                One Station Place
                               Stamford, CT 06902
                                 (203) 602-6700
            (Name, address and telephone number of agent for service)

                         Calculation of Registration Fee

                                   Copies to:
                           Robert L. Clare III, Esq.
                                White & Case LLP
                           1155 Avenue ofthe Americas
                            New York, New York 10036

--------------------------------------------------------------------------------
                                     PROPOSED
                                      MAXIMUM          PROPOSED
     TITLE OF                        AGGREGATE         MAXIMUM       AMOUNT OF
  SECURITIES TO    AMOUNT TO BE    OFFERING PRICE      AGGREGATE    REGISTRATION
  BE REGISTERED     REGISTERED      PER SHARE(1)   OFFERING PRICE(1)    FEES
--------------------------------------------------------------------------------
Common Stock par  1,000,000 shares     4.15           4,150,000       1,037.50
 value $0.50
  per share
================================================================================

(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c) and Rule 457(h) under the Securities  Act of 1933,  based on
     the average of the high and low sales  prices per share of Common  Stock of
     OMI  Corporation  as reported on the New York Stock Exchange on October 25,
     2001.
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  information  heretofore  filed by OMI  Corporation  with the
Securities  and Exchange  Commission  ("Commission")  pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act") and the Securities Act of
1933, as amended, is incorporated herein by reference:

     (a)  OMI's  Annual  Report on Form 10-K for the fiscal year ended  December
          31, 2000;

     (b)  OMI's Form of Common Stock Certificate,  Articles of Association,  and
          By-laws  in its  Registration  Statement  on Form S-1  filed  with the
          Commission on May 15, 1998, Registration Statement No. 333-52771; and

     (c)  OMI's  Quarterly  Report on Form 10-Q for the period  ended  March 31,
          2001.

     (d)  OMI's  Quarterly  Report on Form 10-Q for the  period  ended  June 30,
          2001.

     (e)  The  Company's   Proxy  Statement  for  the  2001  annual  meeting  of
          stockholders;

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

     (g)  The  Company's  Registration  Statements on Form S-3 filed on February
          11, 2000  (Registration  File No.  333-30230),  on March 28, 2000,  as
          amended on April 21, 2000 (Registration  File No. 333-33424),  on July
          14,  2000  (Registration  File No.  333-41468),  on  February  9, 2001
          (Registration File No. 333-55308), and on March 21, 2001 (Registration
          File No. 333-57346).

     All documents  that OMI filed  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the  Exchange  Act after the date of this  registration  statement  and
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities  offered hereby have been sold or  deregistering  all such securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
registration statement and to be a part of it from the date those documents were
filed.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     (1) The legality of the shares of Common Stock offered here has been passed
upon for OMI by Fredric S. London, Esq., OMI's Senior Vice President,  Secretary
and General Counsel. Mr. London beneficially owns 362,697 shares of Common Stock
of OMI and,  under OMI's stock option plans,  holds options to purchase  227,000
shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Marshall  Islands  law  provides  that with  respect to legal  actions
against a person  because  that  person is or was a  director  or  officer  of a
corporation,  that  corporation  (i) must  indemnify that person for expenses of
litigation when that person is successful on the merits; (ii) may indemnify that
person  for  expenses,  judgments,  fines  and  amounts  paid in  settlement  of
litigation (other than in an action by or in right of the corporation),  even if
that person is not successful on the merits,  if that person acted in good faith
and in a manner that that person reasonably  believed to be in or not opposed to
the best interests of the corporation (and, in the case of criminal proceedings,
had no reason to believe that  conduct was  unlawful);  and (iii) may  indemnify
such person for the expenses of a suit by or in the interest of the corporation,
even if such person is not  successful  on the merits,  if such person  acted in
good faith and in a manner which that person reasonably believed to be in or not
opposed  to  the  best   interests  of  the   corporation,   provided   that  no
indemnification  may be made if such  person  has  been  found to be  liable  of
negligence  or misconduct in the  performance  of his duties to the  corporation
unless the court in which the action was brought  determines  that,  despite the
finding of liability, that person is fairly and reasonably entitled to indemnity
for such  expenses.  The  advancement  of  litigation  expenses to a director or
officer  is also  authorized  upon  receipt  by the  board  of  directors  of an
undertaking  to repay such  amounts  if it is  ultimately  determined  that that
person is not entitled to  indemnification.  Our articles of  incorporation  and
by-laws limit personal liability of directors and officers to the fullest extent
permitted by Marshall Islands law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

          (a)  OMI hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;
(ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  registration  statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic reports filed by OMI pursuant to
     Section  13 or  15(d)  of the  Securities  Exchange  Act of 1934  that  are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each post-effective amendment shall be deemed to be
     a new registration  statement  relating to the securities  offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          (b)  The  undersigned   hereby   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of OMI pursuant to the provisions described in Item 6, or otherwise, OMI
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
these liabilities (other than the payment by OMI of expenses incurred or paid by
a director,  officer or controlling  person of OMI in the successful  defense of
any  action,  suit or  proceeding)  is  asserted  by the  director,  officer  or
controlling person in connection with the securities being
registered,  OMI will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on October 29, 2001.

                               OMI Corporation
                               (Registrant)

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

                               By: /s/ Kathleen C. Haines
                                  ----------------------------------------------
                                              Kathleen C. Haines
                               Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Fredric
S.  London  and  Kathleen  C.  Haines  and  each of them,  his  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  any  and all  amendments  to this  registration  statement
(including  post-effective  amendments) to this  registration  statement and any
related  registration  statements  filed  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and to  perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and as of the dates indicated:
NAME                                       SIGNATURE                      DATE
                    ----                                       ---------                      ----
Robert Bugbee                                                                           October 29, 2001
Executive Vice President, Chief Operating                /s/ Robert Bugbee
Officer and Director                                     --------------------------

Kathleen C. Haines                                                                      October 29, 2001
Senior Vice President and Chief Financial                /s/ Kathleen C. Haines
Officer                                                  --------------------------

James N. Hood                                                                           October 29, 2001
Director                                                 /s/ James N. Hood
                                                         --------------------------

Michael Klebanoff                                                                       October 29, 2001
Director                                                 /s/ Michael Klebanoff
                                                         --------------------------

Fredric S. London                                                                       October 29, 2001
Senior Vice President, Secretary and                     /s/ Fredric S. London
General Counsel                                          --------------------------

Edward Spiegel                                                                          October 29, 2001
Director                                                 /s/ Edward Spiegel
                                                         --------------------------

Craig H. Stevenson, Jr.                                                                 October 29, 2001
President, Chief Executive Officer and                   /s/ Craig H. Stevenson, Jr.
Chairman of the Board                                    --------------------------
Donald C. Trauscht                                                                      October 29, 2001
Director                                                 /s/ Donald C. Trauscht
                                                         --------------------------

James D. Woods                                                                          October 29, 2001
Director                                                 /s/ James D. Woods
                                                         --------------------------
EXHIBIT INDEX

4.1  Form  of  Common  Stock  Certificate  (incorporated  by  reference  to  the
     Registration  Statement  on  Form  S-1  filed  by  OMI  on  May  15,  1998,
     Registration Statement Number 333-52771).

4.2  OMI's   Articles  of   Association   (incorporated   by  reference  to  the
     Registration  Statement  on  Form  S-1  filed  by  OMI  on  May  15,  1998,
     Registration Statement Number 333-52771).

4.3  OMI's By-laws  (incorporated by reference to the Registration  Statement on
     Form  S-1  filed  by OMI on May 15,  1998,  Registration  Statement  Number
     333-52771).

4.9  OMI Corporation 2001 Restricted Stock Plan.

5.1  Opinion  of  Fredric  S.  London,  Esq.,  regarding  the  validity  of  the
     securities being registered.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Fredric S. London,  Esq.  (included in the opinion  constituting
     Exhibit 5.1).