FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.4

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

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

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

<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