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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

           DELAWARE                                               13-2625280
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               1200 HARBOR BOULEVARD
               WEEHAWKEN, NEW JERSEY                           07087
     (Address of Principal Executive Offices)                (Zip Code)

                          MARINE TRANSPORT CORPORATION
                AMENDED AND RESTATED 1998 INCENTIVE EQUITY PLAN
                                       AND
                          MARINE TRANSPORT CORPORATION
                AMENDED AND RESTATED 1998 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                         PETER N. POPOV, GENERAL COUNSEL
                          MARINE TRANSPORT CORPORATION
                              1200 HARBOR BOULEVARD
                           WEEHAWKEN, NEW JERSEY 07087
                     (Name and address of agent for service)

                                 (201) 330-0200
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            LOUIS J. BEVILACQUA, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               ------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF SECURITIES             AMOUNT TO     OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
         TO BE REGISTERED             BE REGISTERED        SHARE(2)             PRICE(2)         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                  <C>                   <C>
Common Stock, $.50 par value....... 975,000 shares(1)        $4.00             $3,900,000            $1,084.20
====================================================================================================================
</TABLE>

(1)  Represents   150,000  shares  authorized  for  issuance  under  the  Marine
     Transport  Corporation  Amended  and  Restated  1998 Stock  Option Plan for
     Non-Employee Directors and 825,000 shares authorized for issuance under the
     Marine  Transport  Corporation  Amended and Restated 1998 Incentive  Equity
     Plan.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance  with Rules 457(c) and 457(h) under the  Securities Act of 1933,
     as amended (the  "Securities  Act"),  using the average of the high and low
     prices of the Common Stock of Marine Transport Corporation as quoted on the
     Nasdaq National Market on June 15, 1999.


<PAGE>


                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

      The documents  containing the  information  specified in this Item will be
sent or  given to  employees  who are  eligible  for  awards  under  the  Marine
Transport  Corporation  Amended and Restated 1998 Incentive  Equity Plan and the
Amended and Restated 1998 Stock Option Plan for Non-Employee Directors of Marine
Transport  Corporation,  a Delaware corporation (the "Registrant"),  and are not
being filed with, or included in, this  Registration  Statement on Form S-8 (the
"Registration  Statement") in accordance  with the rules and  regulations of the
Securities and Exchange Commission (the  "Commission").  These documents and the
documents  incorporated by reference in the Registration  Statement  pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon  written or oral  request,  the  Registrant  shall  furnish,  without
charge,  the  documents  incorporated  by reference to Item 3 of Part II of this
Registration  Statement.  These  documents are  incorporated by reference in the
Section 10(a)  Prospectus.  Upon written or oral request,  the Registrant  shall
also  furnish,  without  charge,  other  documents  required to be  delivered to
employees  pursuant to Rule 428(b) of the  Securities  Act.  Requests  should be
directed to Marine Transport Corporation, 1200 Harbor Boulevard,  Weehawken, New
Jersey, 07087, Attention: General Counsel (tel. (201) 330-0200).


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed  with the  Commission  by the  Registrant
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

            (a) The Registrant's  Annual Report on Form 10-K for the fiscal year
      ended December 31, 1998, together with all amendments thereto;

            (b) The  Registrant's  Quarterly Report on Form 10-Q for the quarter
      ended March 31, 1999, together with all amendments thereto;

            (c) The  description of  Registrant's  Common Stock contained in the
      Registrant's  S-3  Registration  Statement  filed September 27, 1996 under
      Section  12 of the  Exchange  Act under the  caption  of  "Description  of
      Capital  Stock,"  together with all  amendments and reports filed with the
      Commission for the purposes of updating that description.

            (d) All  documents  subsequently  filed by  Registrant  pursuant  to
      Sections  13(a),  13(c),  14 and 15(d) of the Exchange  Act,  prior to the
      filing of a  post-effective  amendment which indicates that all securities
      offered hereby have been sold or which  deregisters  all  securities  then
      remaining unsold,  shall be deemed to be incorporated by reference in this
      Registration Statement and to be a part hereof from the date of the filing
      of such documents.

<PAGE>


      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated by reference into this Registration  Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  in  this  Registration  Statement  or  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  into  this  Registration   Statement   modifies  or  supersedes  that
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the issuance of the Common Stock being  registered  hereby
is being  passed upon by  Cadwalader,  Wickersham & Taft,  100 Maiden Lane,  New
York,  New York  10038,  counsel for the  Company.  Jerome  Shelby, a counsel to
Cadwalader,  Wickersham  & Taft,  owns  less  than  2% of the  Common  Stock  of
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware  General  Corporation Law (the "DGCL") permits
the  Registrant to indemnify  its  directors,  employees  and agents  (each,  an
"Insider")  against  liability for each such  Insider's acts taken in his or her
capacity as an Insider in a civil  action,  suit or  proceeding  if such actions
were taken in good faith and in a manner which the Insider  reasonably  believed
to be in or not opposed to the best interests of  Registrant,  and in a criminal
action,  suit or proceeding,  if the Insider had no reasonable  cause to believe
his or her conduct was unlawful,  including, under certain circumstances,  suits
by or in the right of Registrant,  for any expenses,  including attorney's fees,
and, for any liabilities  which the Insider may have incurred in consequences of
such action,  suit or proceeding  under  conditions  stated in said Section 145.
Registrant's By-Laws provide that Registrant shall, to the full extent permitted
by Section 145 of the DGCL, indemnify any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal, civil, administrative
or  investigative,  by  reason of the fact  that  such  person or such  person's
testator or intestate is or was a director, officer or employee of Registrant or
serves  or  served at the  request  of  Registrant  any  other  enterprise  as a
director, officer or employee.

      Registrant's  Certificate  of  Incorporation  provides  that a director of
Registrant will not be personally  liable to Registrant or its  stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's  duty of loyalty to Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a  knowing  violation  of  law,  (iii)  for a  stock
repurchase  which is  illegal  under  Section  174 of the DGCL,  or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Registrant's  Certificate  of  Incorporation  also  provides that if the DGCL is
amended after the date of the  Certificate to authorize the further  elimination
or limitation of the liability of directors, then the liability of a director of
Registrant shall be additionally  limited to the fullest extent permitted by the
amended DGCL.

      Registrant has a directors' and officers' liability insurance policy which
affords  officers and directors with insurance  coverage for losses arising from
claims based on causally connected errors, statements, acts, omissions, neglects
or breaches  of duty or other such  matters  but not for  breaches of  fiduciary
duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

                                       2

<PAGE>

ITEM 8.  EXHIBITS.

   EXHIBIT
     NO.       IDENTIFICATION
     ---       --------------

     4.1       Restated   Certificate   of   Incorporation   of  the  Registrant
               (incorporated  by  reference  to Exhibit  3.1 to the 1990  Annual
               Report  on  Form  10-K  of OMI  Corp.  (the  former  name  of the
               Registrant)  and Exhibit A to the  Registrant's  Proxy  Statement
               dated May 15, 1999).

     4.2       Bylaws, as amended, of the Registrant  (incorporated by reference
               to  Exhibit  3.2 to the 1990  Annual  Report  on Form 10-K of OMI
               Corp. (the former name of the Registrant)).

     4.3       The Marine Transport  Corporation Amended and Restated 1998 Stock
               Option Plan for Non-Employee Directors (incorporated by reference
               to Exhibit B to the  Registrant's  Proxy  Statement dated May 15,
               1999).

     4.4       The  Marine  Transport  Corporation  Amended  and  Restated  1998
               Incentive Equity Plan  (incorporated by reference to Exhibit C to
               the Registrant's Proxy Statement dated May 15, 1999).

     5.1       Opinion of Cadwalader,  Wickersham & Taft, counsel to Registrant,
               with   respect  to  the   legality  of  the  Common  Stock  being
               registered.

    23.1       Consent of Cadwalader, Wickersham & Taft (included in its opinion
               filed as Exhibit 5.1 to this Registration Statement).

    23.2       Consent of Deloitte & Touche LLP.

    23.3       Consent of Ernst & Young LLP.

ITEM 9.  UNDERTAKINGS.

      The Registrant hereby undertakes:

      (a) (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.

                  (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 thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% 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

                                       3

<PAGE>

      the  Registrant  pursuant to Section 13 or 15(d) of the  Exchange Act that
      are incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such 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 the 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) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 may be permitted to directors,  officers and controlling  persons
of  the  Registrant  pursuant  to  any  provision  or  arrangement  whereby  the
Registrant  may  indemnify  a  director,  officer or  controlling  person of the
Registrant against  liabilities  arising under the Securities Act, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4

<PAGE>


                                   SIGNATURES

      The  Registrant.  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  Weehawken,  State of New Jersey,  on June 16,
1999.


                             MARINE TRANSPORT CORPORATION


                             By:          /S/ RICHARD T. DU MOULIN
                                 -----------------------------------------------
                                              Richard T. du Moulin
                                 Chairman, President and Chief Executive Officer


                                       5

<PAGE>


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 16, 1999.

              SIGNATURE                                  TITLE
              ---------                                  -----

      /S/ RICHARD T. DU MOULIN
-------------------------------------    Chairman of the Board, President and
         RICHARD T. DU MOULIN             Chief Executive Officer (Principal
                                                  Executive Officer)

       /S/ MARK L. FILANOWSKI
-------------------------------------        Senior Vice President, Chief
          MARK L. FILANOWSKI                 Financial Officer (Principal
                                            Financial Officer and Principal
                                           Accounting Officer) and Director

         /S/ PAUL B. GRIDLEY
-------------------------------------                  Director
            PAUL B. GRIDLEY


-------------------------------------                  Director
             JEROME SHELBY


-------------------------------------                  Director
        WILLIAM M. KEARNS, JR.

         /S/ STANLEY B. RICH
-------------------------------------                  Director
            STANLEY B. RICH

        /S/ MICHAEL KLEBANOFF
-------------------------------------                  Director
           MICHAEL KLEBANOFF


-------------------------------------                  Director
            JONATHAN BLANK

         /S/ ELAINE L. CHAO
-------------------------------------                  Director
            ELAINE L. CHAO

         /S/ BRENT D. BAIRD
-------------------------------------                  Director
            BRENT D. BAIRD


<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
  NO.                            IDENTIFICATION                            PAGE
  ---                            --------------                            ----

  4.1       Restated  Certificate of Incorporation of the Registrant
            (incorporated  by  reference  to Exhibit 3.1 to the 1990
            Annual Report on Form 10-K of OMI Corp. (the former name
            of the  Registrant)  and  Exhibit A to the  Registrant's
            Proxy Statement dated May 15, 1999)...........................

  4.2       Bylaws, as amended,  of the Registrant  (incorporated by
            reference  to Exhibit 3.2 to the 1990  Annual  Report on
            Form  10-K  of  OMI  Corp.   (the  former  name  of  the
            Registrant))..................................................

  4.3       The Marine  Transport  Corporation  Amended and Restated
            1998  Stock  Option  Plan  for  Non-Employee   Directors
            (incorporated   by   reference   to  Exhibit  B  to  the
            Registrant's Proxy Statement dated May 15, 1999)..............

  4.4       The Marine  Transport  Corporation  Amended and Restated
            1998 Incentive Equity Plan (incorporated by reference to
            Exhibit C to the Registrant's  Proxy Statement dated May
            15, 1999).....................................................

  5.1       Opinion of  Cadwalader,  Wickersham  & Taft,  counsel to
            Registrant,  with  respect to the legality of the Common
            Stock being registered........................................

 23.1       Consent of  Cadwalader,  Wickersham & Taft  (included in
            its opinion  filed as Exhibit  5.1 to this  Registration
            Statement)....................................................

 23.2       Consent of Deloitte & Touche LLP..............................

 23.3       Consent of Ernst & Young LLP..................................


                                       7
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===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

           DELAWARE                                               13-2625280
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               1200 HARBOR BOULEVARD
               WEEHAWKEN, NEW JERSEY                           07087
     (Address of Principal Executive Offices)                (Zip Code)

                          MARINE TRANSPORT CORPORATION
                AMENDED AND RESTATED 1998 INCENTIVE EQUITY PLAN
                                       AND
                          MARINE TRANSPORT CORPORATION
                AMENDED AND RESTATED 1998 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                         PETER N. POPOV, GENERAL COUNSEL
                          MARINE TRANSPORT CORPORATION
                              1200 HARBOR BOULEVARD
                           WEEHAWKEN, NEW JERSEY 07087
                     (Name and address of agent for service)

                                 (201) 330-0200
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            LOUIS J. BEVILACQUA, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                               ------------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF SECURITIES             AMOUNT TO     OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
         TO BE REGISTERED             BE REGISTERED        SHARE(2)             PRICE(2)         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value....... 975,000 shares(1)        $4.00             $3,900,000            $1,084.20
====================================================================================================================
(1)  Represents   150,000  shares  authorized  for  issuance  under  the  Marine
     Transport  Corporation  Amended  and  Restated  1998 Stock  Option Plan for
     Non-Employee Directors and 825,000 shares authorized for issuance under the
     Marine  Transport  Corporation  Amended and Restated 1998 Incentive  Equity
     Plan.

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance  with Rules 457(c) and 457(h) under the  Securities Act of 1933,
     as amended (the  "Securities  Act"),  using the average of the high and low
     prices of the Common Stock of Marine Transport Corporation as quoted on the
     Nasdaq National Market on June 15, 1999.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

      The documents  containing the  information  specified in this Item will be
sent or  given to  employees  who are  eligible  for  awards  under  the  Marine
Transport  Corporation  Amended and Restated 1998 Incentive  Equity Plan and the
Amended and Restated 1998 Stock Option Plan for Non-Employee Directors of Marine
Transport  Corporation,  a Delaware corporation (the "Registrant"),  and are not
being filed with, or included in, this  Registration  Statement on Form S-8 (the
"Registration  Statement") in accordance  with the rules and  regulations of the
Securities and Exchange Commission (the  "Commission").  These documents and the
documents  incorporated by reference in the Registration  Statement  pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon  written or oral  request,  the  Registrant  shall  furnish,  without
charge,  the  documents  incorporated  by reference to Item 3 of Part II of this
Registration  Statement.  These  documents are  incorporated by reference in the
Section 10(a)  Prospectus.  Upon written or oral request,  the Registrant  shall
also  furnish,  without  charge,  other  documents  required to be  delivered to
employees  pursuant to Rule 428(b) of the  Securities  Act.  Requests  should be
directed to Marine Transport Corporation, 1200 Harbor Boulevard,  Weehawken, New
Jersey, 07087, Attention: General Counsel (tel. (201) 330-0200).

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed  with the  Commission  by the  Registrant
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

            (a) The Registrant's  Annual Report on Form 10-K for the fiscal year
      ended December 31, 1998, together with all amendments thereto;

            (b) The  Registrant's  Quarterly Report on Form 10-Q for the quarter
      ended March 31, 1999, together with all amendments thereto;

            (c) The  description of  Registrant's  Common Stock contained in the
      Registrant's  S-3  Registration  Statement  filed September 27, 1996 under
      Section  12 of the  Exchange  Act under the  caption  of  "Description  of
      Capital  Stock,"  together with all  amendments and reports filed with the
      Commission for the purposes of updating that description.

            (d) All  documents  subsequently  filed by  Registrant  pursuant  to
      Sections  13(a),  13(c),  14 and 15(d) of the Exchange  Act,  prior to the
      filing of a  post-effective  amendment which indicates that all securities
      offered hereby have been sold or which  deregisters  all  securities  then
      remaining unsold,  shall be deemed to be incorporated by reference in this
      Registration Statement and to be a part hereof from the date of the filing
      of such documents.
Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated by reference into this Registration  Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  in  this  Registration  Statement  or  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  into  this  Registration   Statement   modifies  or  supersedes  that
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legality of the issuance of the Common Stock being  registered  hereby
is being  passed upon by  Cadwalader,  Wickersham & Taft,  100 Maiden Lane,  New
York,  New York  10038,  counsel for the  Company.  Jerome  Shelby, a counsel to
Cadwalader,  Wickersham  & Taft,  owns  less  than  2% of the  Common  Stock  of
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware  General  Corporation Law (the "DGCL") permits
the  Registrant to indemnify  its  directors,  employees  and agents  (each,  an
"Insider")  against  liability for each such  Insider's acts taken in his or her
capacity as an Insider in a civil  action,  suit or  proceeding  if such actions
were taken in good faith and in a manner which the Insider  reasonably  believed
to be in or not opposed to the best interests of  Registrant,  and in a criminal
action,  suit or proceeding,  if the Insider had no reasonable  cause to believe
his or her conduct was unlawful,  including, under certain circumstances,  suits
by or in the right of Registrant,  for any expenses,  including attorney's fees,
and, for any liabilities  which the Insider may have incurred in consequences of
such action,  suit or proceeding  under  conditions  stated in said Section 145.
Registrant's By-Laws provide that Registrant shall, to the full extent permitted
by Section 145 of the DGCL, indemnify any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal, civil, administrative
or  investigative,  by  reason of the fact  that  such  person or such  person's
testator or intestate is or was a director, officer or employee of Registrant or
serves  or  served at the  request  of  Registrant  any  other  enterprise  as a
director, officer or employee.

      Registrant's  Certificate  of  Incorporation  provides  that a director of
Registrant will not be personally  liable to Registrant or its  stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's  duty of loyalty to Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct  or a  knowing  violation  of  law,  (iii)  for a  stock
repurchase  which is  illegal  under  Section  174 of the DGCL,  or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Registrant's  Certificate  of  Incorporation  also  provides that if the DGCL is
amended after the date of the  Certificate to authorize the further  elimination
or limitation of the liability of directors, then the liability of a director of
Registrant shall be additionally  limited to the fullest extent permitted by the
amended DGCL.

      Registrant has a directors' and officers' liability insurance policy which
affords  officers and directors with insurance  coverage for losses arising from
claims based on causally connected errors, statements, acts, omissions, neglects
or breaches  of duty or other such  matters  but not for  breaches of  fiduciary
duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

                                       2
ITEM 8.  EXHIBITS.

   EXHIBIT
     NO.       IDENTIFICATION
     ---       --------------

     4.1       Restated   Certificate   of   Incorporation   of  the  Registrant
               (incorporated  by  reference  to Exhibit  3.1 to the 1990  Annual
               Report  on  Form  10-K  of OMI  Corp.  (the  former  name  of the
               Registrant)  and Exhibit A to the  Registrant's  Proxy  Statement
               dated May 15, 1999).

     4.2       Bylaws, as amended, of the Registrant  (incorporated by reference
               to  Exhibit  3.2 to the 1990  Annual  Report  on Form 10-K of OMI
               Corp. (the former name of the Registrant)).

     4.3       The Marine Transport  Corporation Amended and Restated 1998 Stock
               Option Plan for Non-Employee Directors (incorporated by reference
               to Exhibit B to the  Registrant's  Proxy  Statement dated May 15,
               1999).

     4.4       The  Marine  Transport  Corporation  Amended  and  Restated  1998
               Incentive Equity Plan  (incorporated by reference to Exhibit C to
               the Registrant's Proxy Statement dated May 15, 1999).

     5.1       Opinion of Cadwalader,  Wickersham & Taft, counsel to Registrant,
               with   respect  to  the   legality  of  the  Common  Stock  being
               registered.

    23.1       Consent of Cadwalader, Wickersham & Taft (included in its opinion
               filed as Exhibit 5.1 to this Registration Statement).

    23.2       Consent of Deloitte & Touche LLP.

    23.3       Consent of Ernst & Young LLP.

ITEM 9.  UNDERTAKINGS.

      The Registrant hereby undertakes:

      (a) (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.

                  (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 thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% 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

                                       3
the  Registrant  pursuant to Section 13 or 15(d) of the  Exchange Act that
      are incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such 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 the 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) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 may be permitted to directors,  officers and controlling  persons
of  the  Registrant  pursuant  to  any  provision  or  arrangement  whereby  the
Registrant  may  indemnify  a  director,  officer or  controlling  person of the
Registrant against  liabilities  arising under the Securities Act, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
SIGNATURES

      The  Registrant.  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  Weehawken,  State of New Jersey,  on June 16,
1999.

                             MARINE TRANSPORT CORPORATION

                             By:          /S/ RICHARD T. DU MOULIN
                                 -----------------------------------------------
                                              Richard T. du Moulin
                                 Chairman, President and Chief Executive Officer

                                       5
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 16, 1999.

              SIGNATURE                                  TITLE
              ---------                                  -----

      /S/ RICHARD T. DU MOULIN
-------------------------------------    Chairman of the Board, President and
         RICHARD T. DU MOULIN             Chief Executive Officer (Principal
                                                  Executive Officer)

       /S/ MARK L. FILANOWSKI
-------------------------------------        Senior Vice President, Chief
          MARK L. FILANOWSKI                 Financial Officer (Principal
                                            Financial Officer and Principal
                                           Accounting Officer) and Director

         /S/ PAUL B. GRIDLEY
-------------------------------------                  Director
            PAUL B. GRIDLEY

-------------------------------------                  Director
             JEROME SHELBY

-------------------------------------                  Director
        WILLIAM M. KEARNS, JR.

         /S/ STANLEY B. RICH
-------------------------------------                  Director
            STANLEY B. RICH

        /S/ MICHAEL KLEBANOFF
-------------------------------------                  Director
           MICHAEL KLEBANOFF

-------------------------------------                  Director
            JONATHAN BLANK

         /S/ ELAINE L. CHAO
-------------------------------------                  Director
            ELAINE L. CHAO

         /S/ BRENT D. BAIRD
-------------------------------------                  Director
            BRENT D. BAIRD
INDEX TO EXHIBITS

EXHIBIT
  NO.                            IDENTIFICATION                            PAGE
  ---                            --------------                            ----

  4.1       Restated  Certificate of Incorporation of the Registrant
            (incorporated  by  reference  to Exhibit 3.1 to the 1990
            Annual Report on Form 10-K of OMI Corp. (the former name
            of the  Registrant)  and  Exhibit A to the  Registrant's
            Proxy Statement dated May 15, 1999)...........................

  4.2       Bylaws, as amended,  of the Registrant  (incorporated by
            reference  to Exhibit 3.2 to the 1990  Annual  Report on
            Form  10-K  of  OMI  Corp.   (the  former  name  of  the
            Registrant))..................................................

  4.3       The Marine  Transport  Corporation  Amended and Restated
            1998  Stock  Option  Plan  for  Non-Employee   Directors
            (incorporated   by   reference   to  Exhibit  B  to  the
            Registrant's Proxy Statement dated May 15, 1999)..............

  4.4       The Marine  Transport  Corporation  Amended and Restated
            1998 Incentive Equity Plan (incorporated by reference to
            Exhibit C to the Registrant's  Proxy Statement dated May
            15, 1999).....................................................

  5.1       Opinion of  Cadwalader,  Wickersham  & Taft,  counsel to
            Registrant,  with  respect to the legality of the Common
            Stock being registered........................................

 23.1       Consent of  Cadwalader,  Wickersham & Taft  (included in
            its opinion  filed as Exhibit  5.1 to this  Registration
            Statement)....................................................

 23.2       Consent of Deloitte & Touche LLP..............................

 23.3       Consent of Ernst & Young LLP..................................

                                       7