Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Item 1. Financial Statements

GENERAL MARITIME CORPORATION AND SUBSIDIARIES

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

	MARCH 31, 2005			DECEMBER 31, 2004
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash	$	98,260		$	46,921
Due from charterers, net	46,709			73,883
Prepaid expenses and other current assets	31,721			31,341
Total current assets	176,690			152,145
NONCURRENT ASSETS:
Vessels, net of accumulated depreciation of $300,680 and $280,215, respectively	1,119,129			1,139,594
Vessel construction in progress	78,695			77,909
Other fixed assets, net	5,305			3,849
Deferred drydock costs, net	24,703			23,101
Deferred financing costs, net	11,956			11,860
Other assets	13,050			13,050
Goodwill	5,753			5,753
Total noncurrent assets	1,258,591			1,275,116
TOTAL ASSETS	$	1,435,281		$	1,427,261

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	31,230		$	36,799
Accrued interest	1,060			7,321
Current portion of long-term debt	40,000			40,000
Total current liabilities	72,290			84,120
NONCURRENT LIABILITIES:
Deferred voyage revenue	845			5,558
Long-term debt	401,664			446,597
Derivative liability for cash flow hedge	215			560
Total noncurrent liabilities	402,724			452,715
TOTAL LIABILITIES	475,014			536,835
COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY:
Common stock, $0.01 par value per share; authorized 75,000,000 shares; issued and outstanding 37,961,995 and 37,895,870 shares at March 31, 2005 and December 31, 2004, respectively	379			379
Paid-in capital	438,743			424,021
Restricted stock	(17,348		)	(3,646		)
Retained earnings	538,708			470,217
Accumulated other comprehensive loss	(215		)	(545		)
Total shareholders’ equity	960,267			890,426
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,435,281		$	1,427,261

See notes to consolidated financial statements.

GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2005			2004
VOYAGE REVENUES:
Voyage revenues	$	161,642		$	171,588
OPERATING EXPENSES:
Voyage expenses	28,286			24,883
Direct vessel expenses	20,747			26,513
General and administrative	11,273			6,510
Depreciation and amortization	24,960			25,701
Total operating expenses	85,266			83,607
OPERATING INCOME	76,376			87,981
OTHER EXPENSE:
Interest expense- net	(7,900		)	(9,707		)
Other income	15			—
Total other expense	(7,885		)	(9,707		)
Net income	$	68,491		$	78,274

Basic earnings per common share	$	1.84		$	2.12
Diluted earnings per common share	$	1.80		$	2.08

Weighted average shares outstanding:
Basic	37,216,028			36,990,607
Diluted	38,061,898			37,671,595

See notes to consolidated financial statements.

GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2005

(IN THOUSANDS)

	Common Stock		Paid-in Capital		Restricted Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Comprehensive Income		Total
Balance as of January 1, 2005	$	379	$	424,021	$	(3,646	)	$	470,217	$	(545	)	$	—	$	890,426
Comprehensive income:
Net income								68,491					68,491		68,491
Unrealized derivative gains on cash flow hedge										330			330		330
Comprehensive income													$	68,821
Exercise of stock options			91												91
Issuance of 304,500 shares of restricted stock			14,631		(14,631		)
Restricted stock amortization					929										929
Balance at March 31, 2005 (unaudited)	$	379	$	438,743	$	(17,348	)	$	538,708	$	(215	)			$	960,267

See notes to consolidated financial statements.

GENERAL MARITIME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2005			2004

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income	$	68,491		$	78,274
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	24,960			25,701
Amortization of discount on Senior Notes	67			61
Restricted stock compensation expense	929			355
Changes in assets and liabilities:
Decrease (increase) in due from charterers	27,174			(1,293		)
Increase in prepaid expenses and other assets	(380		)	(4,378		)
Decrease in accounts payable and accrued expenses	(11,845		)	(5,807		)
Decrease in deferred voyage revenue	(4,713		)	(1,104		)
Deferred drydock costs incurred	(4,893		)	(518		)
Net cash provided by operating activities	99,790			91,291

CASH FLOWS USED BY INVESTING ACTIVITIES:
Proceeds from sale of vessel	—			10,372
Purchase of other fixed assets	(2,142		)	(575		)
Payments for vessel construction in progress	(786		)	—
Deposits on vessels	—			(20,041		)
Net cash used by investing activites	(2,928		)	(10,244		)

CASH FLOWS USED BY FINANCING ACTIVITIES:
Principal payments on long - term debt	(10,000		)	(26,336		)
Net payments on revolving credit facilities	(35,000		)	(22,000		)
Increase in deferred financing costs	(614		)	(185		)
Proceeds from the exercise of stock options	91			33
Net cash used by financing activities	(45,523		)	(48,488		)

Net increase in cash	51,339			32,559
Cash, beginning of the year	46,921			38,905
Cash, end of period	$	98,260		$	71,464

Supplemental disclosure of cash flow information:
Cash paid during the period for interest (net of amount capitalized)	$	14,161		$	16,387

See notes to consolidated financial statements.

GENERAL MARITIME CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS — General Maritime Corporation (the “Company”) through its subsidiaries is a provider of international transportation services of seaborne crude oil. The Company’s fleet is comprised of both Aframax and Suezmax tankers. Most of the Company’s vessels are currently operating in the Atlantic basin, which consists primarily of ports in the Caribbean, South and Central America, the United States, Western Africa, the Mediterranean, Europe and the North Sea. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil.

The Company’s vessels are primarily available for charter on a spot voyage or time charter basis. Under a spot voyage charter, which generally lasts between two and ten weeks, the owner of a vessel agrees to provide the vessel for the transport of specific goods between specific ports in return for the payment of an agreed upon freight per ton of cargo or, alternatively, for a specified total amount. All operating costs are typically paid by the owner of the vessel and specified voyage costs such as fuel, canal and port costs are typically paid by the owner of the vessel.

A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily or monthly hire rate. In time charters, operating costs are typically paid by the owner of the vessel and specified voyage costs such as fuel, canal and port charges are paid by the charterer.

BASIS OF PRESENTATION — The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of financial position and operating results have been included in the statements. Interim results are not necessarily indicative of results for a full year. Reference is made to the December 31, 2004 consolidated financial statements of General Maritime Corporation contained in its Annual Report on Form 10-K for the year ended December 31, 2004

BUSINESS GEOGRAPHICS — Non-U.S. operations accounted for 100% of revenues and net income. Vessels regularly move between countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues or earnings from the transportation of international seaborne crude oil products by geographical area.

PRINCIPLES OF CONSOLIDATION — The accompanying consolidated financial statements include the accounts of General Maritime Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

REVENUE AND EXPENSE RECOGNITION. Revenue and expense recognition policies for voyage and time charter agreements are as follows:

VOYAGE CHARTERS. Voyage revenues and voyage expenses are recognized on a pro rata basis based on the relative transit time in each period. Estimated losses on voyages are provided for in full at the time such losses become evident. A voyage is deemed to commence upon the departure from the discharge port of the vessel’s previous cargo and is deemed to end upon the departure from the discharge port of the current cargo. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters which would otherwise have been borne by the charterer under time charter agreements. These expenses principally consist of fuel and port charges. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. At March 31, 2005 and December 31, 2004, the Company has a reserve of $2,304 and $2,320, respectively, against its due from charterers balance associated with demurrage revenues.

TIME CHARTERS. Revenue from time charters is recognized on a straight line basis as the average revenue over the term of the respective time charter agreement. Direct vessel expenses are recognized when incurred. As of March 31, 2005 and December 31, 2004, the Company has a reserve of $2,036 and $2,386, respectively, against its due from charterers balance associated with estimated performance claims against the Company’s time charters.

VESSELS, NET - Effective January 1, 2004, the Company increased residual scrap value of its tankers from $0.125 per light weight ton to $0.175 per light weight ton, which the Company believes better approximates the historical average price of scrap steel.

VESSEL CONSTRUCTION IN PROGRESS - Vessel construction in progress represents the cost of acquiring contracts to build vessels, installments paid to shipyards, and interest costs incurred during the construction of vessels (until the vessel is substantially complete and ready for its intended use). During the three month period ended March 31, 2005, the Company capitalized $760 of interest expense.

OTHER ASSETS —Other assets represents cash placed in escrow, in lieu of being used to repay a portion of the Company’s outstanding term loan as required by an amendment to the 2004 Credit Facility, relating to the sale during August and October 2004 of four single-hull Suezmax vessels. See Note 4 for further discussion.

EARNINGS PER SHARE —Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the applicable periods. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised.

DERIVATIVE FINANCIAL INSTRUMENTS -To manage its exposure to fluctuating interest rates, the Company uses interest rate swap agreements. Interest rate differentials to be paid or received under these agreements are accrued and recognized as an adjustment of interest expense related to the designated debt. The fair values of interest rate swap agreements and changes in fair value are recognized in the financial statements as noncurrent assets or liabilities.

Amounts receivable or payable arising at the settlement of interest rate swaps are deferred and amortized as an adjustment to interest expense over the period of interest rate exposure provided the designated liability continues to exist.

INTEREST RATE RISK MANAGEMENT- The Company is exposed to the impact of interest rate changes. The Company’s objective is to manage the impact of interest rate changes on earnings and cash flows of its borrowings. The Company uses interest rate swaps to manage net exposure to interest rate changes related to its borrowings and to lower its overall borrowing costs. Significant interest rate risk management instruments held by the Company during the three months ended March 31, 2005 and 2004 included pay-fixed swaps. As of March 31, 2005, the Company is party to pay-fixed interest rate swap agreements that expire in June 2006 which effectively convert floating rate obligations to fixed rate instruments. During the three months ended March 31, 2005 and 2004, the Company recognized a credit to Accumulated other comprehensive loss of $330 and $130, respectively. The aggregate liability in connection with the Company’s cash flow hedges as of March 31, 2005 and December 31, 2004 was $215 and $560, respectively, and is presented as Derivative liability for cash flow hedge on the balance sheet.

STOCK BASED COMPENSATION- The Company follows the provisions of Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees to account for its stock option plan. The Company provides pro forma disclosure of net income and earnings per share as if the accounting provision of SFAS No. 123, Accounting for Stock-Based Compensation had been adopted. Options granted are exercisable at prices equal to the fair market value of such stock on the dates the options were granted. The fair values of the options were determined on the date of grant using a Black-Scholes option pricing model. These options were valued based on the following assumptions: an estimated life of five years for all options granted, volatility of 53%, 47%, 63% and 54% for options granted during 2004, 2003, 2002 and 2001, respectively, risk free interest rate of 3.85%, 3.5%, 4.0% and 5.5% for options granted during 2004, 2003, 2002 and 2001, respectively, and no dividend yield for any options granted. The fair value of the 860,000 options to purchase common stock granted on June 12, 2001 is $8.50 per share. The fair value of the 143,500 options to purchase common stock granted on November 26, 2002 is $3.42 per share. The fair value of the 50,000, 12,500 and 29,000 options to purchase common stock granted on May 5, 2003, June 5, 2003 and November 12, 2003 is $3.95 per share, $4.52 per share, and $6.61 per share, respectively. The fair value of the 20,000 options to purchase common stock granted on May 20, 2004 is $11.22 per share.

Had compensation cost for the Company’s stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the methods recommended by of Statement of Financial Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, the Company’s net income and net income per share for the three months ended March 31, 2005 and 2004, would have been stated at the pro forma amounts indicated below:

	2005		2004
Net Income:
As reported	$	68,491	$	78,274
Stock based compensation expense using the fair value method	83		87
Pro forma	$	68,408	$	78,187

Earnings per share (as reported):
Basic	$	1.84	$	2.12
Diluted	$	1.80	$	2.08

Earings per share (pro forma):
Basic	$	1.84	$	2.11
Diluted	$	1.80	$	2.08

RECENT ACCOUNTING PRONOUNCEMENTS. On January 17, 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). Such Interpretation addresses the consolidation of variable interest entities (“VIEs”), including special purpose entities (“SPEs”), that are not controlled through voting interests or in which the equity investors do not bear the residual economic risks and rewards. The provisions of FIN 46 were effective immediately for transactions entered into by the Company subsequent to January 31, 2003 and became effective for all other transactions as of July 1, 2003. However, in October 2003, the FASB permitted companies to defer the July 1, 2003 effective date to December 31, 2003, in whole or in part. On December 24, 2003, the FASB issued a complete replacement of FIN 46 (“FIN 46R”), which clarified certain complexities of FIN 46 and generally requires adoption no later than December 31, 2003 for entities that were considered SPEs under previous guidance, and no later than March 31, 2004 for all other entities. The Company adopted FIN 46R in its entirety as of December 31, 2003 even though adoption for non-SPEs was not required until March 31, 2004. The adoption of FIN46R did not have a material impact on the Company’s financial statements.

In December 2004, the FASB issued SFAS No. 123R that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123R replaces SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB 25. This Statement will be effective as of the beginning of the first fiscal year that begins after June 15, 2005.

Entities that used the fair-value-based method for either recognition or disclosure under SFAS No. 123 will apply this revised Statement using a modified version of prospective application. Under this transition method, for the portion of outstanding awards for which the requisite service has not yet been rendered, compensation cost is recognized on or after required effective date based on the grant-date fair value of those awards calculated under SFAS No. 123 for either recognition or pro forma disclosures. For periods before the required effective date, those entities may elect to apply a modified version of the retrospective application under which financial statements for periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by SFAS No. 123. The adoption of SFAS No. 123R will not have a material impact on the Company’s financial statements.

2. EARNINGS PER COMMON SHARE

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the exercise of all dilutive stock options using the treasury stock method and the granting of unvested restricted stock awards for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable to future services and not yet recognized using the treasury stock method, to the extent dilutive. For the three months ended March 31, 2005 and 2004, all stock options were considered to be dilutive.

The components of the denominator for the calculation of basic earnings per share and diluted earnings per share for the three months ended March 31, 2005 and 2004 are as follows:

	March 31,
	2005	2004

Basic earnings per share:
Weighted average common shares outstanding	37,216,028	36,990,607

Diluted earnings per share:
Weighted average common shares outstanding	37,216,028	36,990,607
Stock options	140,276	128,733
Restricted stock awards	705,594	552,255

	38,061,898	37,671,595

3. ACQUISITIONS

In March 2004, the Company agreed to acquire three Aframax vessels, two Suezmax vessels, four newbuilding Suezmax contracts and a technical management company from an unaffiliated entity for cash. The three Aframax vessels, two Suezmax vessels and the technical management company were acquired between April and June 2004. The four newbuilding Suezmax contracts were acquired in July 2004. The purchase price of these assets was approximately $248,100, which were financed through cash on hand and borrowings under the Company’s then existing revolving credit facilities. This $248,100 purchase price was allocated as follows: $180,599 for the five vessels, $67,242 for the four newbuilding Suezmax contracts and $266 for the technical management company the net assets of which are comprised of $107 of cash, other current assets of $738, noncurrent assets of $82 and current liabilities of $661. In addition, $8,777 was paid to the shipyard as an installment on the construction price of the four newbuilding contracts.

The remaining installments on the four newbuilding Suezmax contracts to be paid by the Company aggregate $152,853 as of March 31, 2005 and are payable as follows: $6,514 in 2005, $71,310 in 2006, $42,444 in 2007 and $32,585 in 2008.

4. LONG-TERM DEBT

Long-term debt consists of the following:

	March 31, 2005		December 31, 2004
	(Unaudited)

2004 Credit Facility:
Term Loan	$	195,000	$	205,000
Revolving Credit Facility	—		35,000
Senior Notes, net of discount	246,664		246,597
Total	441,664		486,597
Less: Current portion of long-term debt	40,000		40,000
Long-term debt	$	401,664	$	446,597

2004 Credit Facility

On July 1, 2004, the Company closed on an $825,000 senior secured bank financing facility (“2004 Credit Facility”) consisting of a term loan of $225,000 and a revolving loan of $600,000. The term loan has a five year maturity at a rate of LIBOR plus 1.0% and amortizes on a quarterly basis with 19 payments of $10,000 and one payment of $35,000. The revolving loan component, which does not amortize, has a five year maturity at a rate of LIBOR plus 1.0% on the used portion and a 0.5% commitment fee on the unused portion.

Concurrent with the closing of the 2004 Credit Facility, pursuant to which the Company borrowed $225,000 under the term loan and

$290,000 under the revolving credit facility, the Company retired its existing First, Second and Third Credit Facilities described below (the “Refinancing”). At the time of the Refinancing, the 2004 Credit Facility was secured by the 42 vessels which collateralized the First, Second and Third Credit Facilities and the five vessels described in Note 3 which were acquired during 2004. In addition, each of our subsidiaries which has an ownership interest in any tanker vessel that is secured by the 2004 Credit Facility has provided unconditional guaranties of all amounts owing under the 2004 Credit Facility.

Upon consummating the Refinancing, unamortized deferred financing costs associated with the First, Second and Third Credit Facilities aggregating $7,886 was written off as a non-cash charge in July 2004. This non-cash charge is classified as other expense on the statement of operations.

As of March 31, 2005, the Company had $195,000 outstanding on the term loan and nothing outstanding on the revolving loan. The 2004 Credit Facility is secured by all of the ships in the Company’s 43 vessel fleet with a carrying value at March 31, 2005 of $1,119,129 and $13,050 cash held in escrow.

In August and October 2004, the Company sold four single-hull Suezmax vessels. Pursuant to an amendment to the 2004 Credit Facility, the Company is permitted, until August 2005 to substitute as collateral future vessel acquisitions with a fair value equivalent to the vessels sold. Had this amendment not been agreed to, the Company would, upon the sale of these four vessels, have had to repay $13,050 associated with the $225,000 term loan and the $600,000 revolving credit facility would have been permanently reduced by $35,194. In accordance with the amendment to the 2004 Credit Facility, the Company placed $13,050 in escrow which will be returned to the Company if collateral is substituted as described above. This amount of cash held in escrow is classified as Other assets on the Company’s balance sheet. If such collateral is not fully provided, on August 31, 2005, the remaining amount held in the escrow account will be used to repay a portion of the term loan. With respect to the revolving credit facility, $35,194 is currently not available to be drawn until such substitute collateral is provided. To the extent substitute collateral is not provided by August 31, 2005, the revolving credit facility will be permanently reduced.

The terms and conditions of the 2004 Credit Facility require compliance with certain restrictive covenants, which the Company feels are consistent with loan facilities incurred by other shipping companies. Under this credit facility, the Company is required to maintain certain ratios such as: vessel market values to total outstanding loans and undrawn revolving credit facilities, EBITDA to net interest expense and to maintain minimum levels of working capital. In addition, the 2004 Credit Facility, as amended, permits the Company to pay dividends with respect to any fiscal quarter up to an amount equal to EBITDA (as defined) for such fiscal quarter less fleet renewal reserves, which are established by the Company’s Board of Directors, net interest expense and cash taxes, in the event taxes are paid, for such fiscal quarter. Such amount will be reduced to the extent that the ag gregate amount permitted to be paid for dividends for all fiscal quarters since January 1, 2005 is a negative amount. However, the Company would not be permitted to pay dividends if certain significant defaults as defined under the 2004 Credit Facility were to occur.

First, Second and Third Credit Facilities- Refinanced by the 2004 Credit Facility

The First Credit Facility was comprised of a $200,000 term loan and a $100,000 revolving loan. The First Credit Facility was to mature on June 15, 2006. The term loan was repayable in quarterly installments. The principal of the revolving loan was to be payable at maturity. The First Credit Facility bore interest at LIBOR plus 1.5%. The Company was obligated to pay a fee of 0.625% per annum on the unused portion of the revolving loan on a quarterly basis. Due to the sale of three of the Aframax tankers securing the First Credit Facility, the revolving loan facility was reduced to $96,519. As of June 30, 2004, the Company had $69,493 outstanding on the term loan and $50,000 outstanding on the revolving loan. All of these outstanding balances were repaid during the Refinancing on July 1, 2004. The Company’s obligations under the First Credit Facility were secured by 17 vessels.

The Second Credit Facility consisted of a $115,000 term loan and a $50,000 revolving loan. The Second Credit Facility was to mature on June 27, 2006. The term loan was repayable in quarterly installments. The principal of the revolving loan was to be payable at maturity. The Second Credit Facility bore interest at LIBOR plus 1.5%. The Company was obligated to pay a fee of 0.625% per annum on the unused portion of the revolving loan on a quarterly basis. As of June 30, 2004, the Company had $45,000 outstanding on the term loan and $50,000 outstanding on the revolving loan. All of these outstanding balances were repaid during the Refinancing on July 1, 2004. The Company’s obligations under the Second Credit Facility agreements were secured by nine vessels.

On March 11, 2003 in connection with the 19 vessels acquired by the Company as discussed in Note 3, the Company entered into commitments for $450,000 in credit facilities. These credit facilities were comprised of a first priority $350,000 amortizing term loan (the “Third Credit Facility”) and a second priority $100,000 non-amortizing term loan (the “Second Priority Term Loan”). Pursuant to the issuance of the Senior Notes described below, the Third Credit Facility was reduced to $275,000 (such reduction from $350,000 is treated as a prepayment of the first six installments due under this facility) and the Second Priority Term Loan was eliminated. The Third Credit Facility was to mature on March 10, 2008, was to be repayable in 19 quarterly installments and bore interest at LIBOR plus 1.625%. As of June 30, 2004, the Company had outstanding $233,812 on the Third Credit Facility. This outstanding balance was repaid during the Refinancing on July 1, 2004. The Company’s obligations under the Third Credit Facility were secured by 16 vessels.

Interest Rate Swap Agreements

In August and October 2001, the Company entered into interest rate swap agreements with foreign banks to manage interest costs and the risk associated with changing interest rates. At their inception, these swaps had notional principal amounts equal to 50% the Company’s outstanding term loans under its First and Second Credit Facilities. The notional principal amounts amortize at the same rate as the term loans. The interest rate swap agreement entered into during August 2001 hedges the First Credit Facility, described above, to a fixed rate of 6.25%. This swap agreement terminates on June 15, 2006. The interest rate swap agreement entered into during October 2001 hedges the Second Credit Facility, described above, to a fixed rate of 5.485%. This swap agreement terminates on June 27, 2006. The differential to be paid or received for these swap agreements is recognized as an adjustment to interest expense as incurred. As of March 31, 2005, the outstanding notional principal amount on the swap agreements entered into during August 2001 and October 2001 are $22,500 and $16,500, respectively. The Company has determined that these interest rate swap agreements, which effectively hedged the Company’s First and Second Credit Facilities continues to effectively hedge, but not perfectly, the Company’s 2004 Credit Facility. During the three months ended March 31, 2005, a $15 gain was recorded as Other income relating to the ineffective portion of these hedges.

Interest expense pertaining to interest rate swaps for the three months ended March 31, 2005 and 2004 was $209 and $589, respectively.

The Company would have paid approximately $215 and $560 to settle all outstanding swap agreements based upon their aggregate fair values as of March 31, 2005 and December 31, 2004, respectively. This fair value is based upon estimates received from financial institutions.

Senior Notes

On March 20, 2003, the Company issued $250,000 of 10% Senior Notes which are due March 15, 2013. Interest is paid on the senior notes each March 15 and September 15. The Senior Notes are general unsecured, senior obligations of the Company. The proceeds of the Senior Notes, prior to payment of fees and expenses, were $246,158. The Senior Notes contain incurrence covenants which, among other things, restrict the Company’s future ability to incur future indebtedness and liens, to apply the proceeds of asset sales freely, to merge or undergo other changes of control and to pay dividends, and required the Company to apply a portion of its cash flow during 2003 to the reduction of its debt under our First, Second and Third facilities. As of March 31, 2005, the discount on the Senior Notes is $3,336. This discount is being amortized as interest expense over the term of the Senior Notes using the effective interest method. The Senior Notes are guaranteed by all of the Company’s present subsidiaries and future “restricted” subsidiaries (all of which are 100% owned by the Company). These guarantees are full and unconditional and joint and several with the parent company General Maritime Corporation. The parent company General Maritime Corporation has no independent assets or operations. Additionally, certain defaults on other debt instruments, such as failure to pay interest or principal when due, are deemed to be a default under the Senior Notes agreement.

In addition, the provisions of the Senior Notes require that the proceeds from vessel sales, net of required debt payments made on senior indebtedness, be used to acquire additional assets within one year from the dates of sale. If such assets are not acquired, any excess proceeds, after reduction of the indebtedness under the 2004 Credit Facility, are to be used to repurchase Senior Notes. As of March 31, 2005, such excess net proceeds pertaining to the four vessels sold during August and October 2004 aggregate $35,938, which, if not used to acquire additional assets through August 2005, will be used to make an offer to repurchase Senior Notes at par.

In accordance with the terms of our Senior Notes, the Company cannot make cumulative “restricted payments” in excess of the sum of (1) 50% of net income earned subsequent to December 31, 2002, (2) cash proceeds from common stock issued subsequent to December 31, 2002 and (3) $25,000. “Restricted payments” principally include dividends, purchases of the Company’s common stock, and repayments of debt subordinate to the Senior Notes prior to their maturity.

As of March 31, 2005, the Company is in compliance with all of the financial covenants under its 2004 Credit Facility and its Senior Notes.

Based on borrowings as of March 31, 2005, aggregate maturities under the Senior Notes and the 2004 Credit Facility are as follows:

PERIOD ENDING DECEMBER 31,	2004 Credit Facility		Senior Notes		TOTAL
2005 (April 1, 2005- December 31, 2005)	$	30,000	$	—	$	30,000
2006	40,000		—		40,000
2007	40,000		—		40,000
2008	40,000		—		40,000
2009	45,000				45,000
Thereafter	—		250,000		250,000

	$	195,000	$	250,000	$	445,000

Interest rates during the three months ended March 31, 2005 ranged from 3.44% to 3.56% on the 2004 Credit Facility.

5. RELATED PARTY TRANSACTIONS

The following are related party transactions not disclosed elsewhere in these financial statements:

The Company rents office space as its principal executive offices in a building currently leased by GenMar Realty LLC, a company wholly owned by Peter C. Georgiopoulos, the Chairman and Chief Executive Officer of the Company. There is no lease agreement between the Company and GenMar Realty LLC. The Company currently pays an occupancy fee on a month to month basis in the amount of $55. During the three months ended March 31, 2005 and 2004, the Company expensed $165 for occupancy fees. For the years ended December 31, 2004 and 2003, the Company’s occupancy fees were $660 in each year.

During the fourth quarter of 2000, the Company loaned $486 to Peter C. Georgiopoulos. This loan does not bear interest and is due and payable on demand. The full amount of this loan was outstanding as of March 31, 2005.

During the three months ended March 31, 2005 and 2004, the Company incurred legal services aggregating $11 and $0, respectively, to the father of Mr. Peter Georgiopoulos, of which $9 is outstanding as of March 31, 2005.

6. STOCK OPTION PLAN

On June 10, 2001, the Company adopted the General Maritime Corporation 2001 Stock Incentive Plan. Under this plan the Company’s compensation committee, another designated committee of the board of directors or the board of directors, may grant a variety of stock based incentive awards to employees, directors and consultants whom the compensation committee (or other committee or the board of directors) believes are key to the Company’s success. The compensation committee may award incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, unrestricted stock and performance shares.

The aggregate number of shares of common stock available for award under the 2001 Stock Incentive Plan is 2,900,000 shares. On June 12, 2001, the Company granted incentive stock options and nonqualified stock options to purchase 860,000 shares of common stock at an exercise price of $18.00 per share (the initial public offering price) under the provisions of the 2001 Stock Incentive Plan. These options expire in 10 years. Options to purchase 110,000 shares of common stock vested immediately on June 12, 2001, the date of the grant. 25% of the remaining 750,000 options will vest on each of the first four anniversaries of the grant date. All options granted under this plan will vest upon a change of control, as defined. These options will be incentive stock options to the extent allowable under the Internal Revenue Code.

On November 26, 2002, the Company’s Chief Executive Officer and Chief Operating Officer surrendered to the Company outstanding options to purchase an aggregate of 590,000 shares of common stock. Also on November 26, 2002, options to purchase 143,500 were granted to other employees at an exercise price of $6.06 (the closing price on the date of grant). These options will generally vest in four equal installments on each of the first four anniversaries of the date of grant.

On May 5, 2003, the Company granted options to purchase 50,000 shares of common stock to the Company’s Chief Financial Officer at an exercise price of $8.73 (the closing price on the date of grant). These options were scheduled to vest in four equal installments on each of the first four anniversaries of the date of grant. During 2003, all of these options were forfeited.

On June 5, 2003, the Company granted options to purchase an aggregate of 12,500 shares of common stock to five outside directors of the Company at an exercise price of $9.98 (the closing price on the date of grant). These options will vest in four equal installments on each of the first four anniversaries of the date of grant.

On November 12, 2003, the Company granted options to purchase an aggregate of 29,000 shares of common stock to certain employees of the Company at an exercise price of $14.58 (the closing price on the date of grant). These options will vest in four equal installments on each of the first four anniversaries of the date of grant.

On May 20, 2004, the Company granted options to purchase an aggregate of 20,000 shares of common stock to certain members of the Company’s board of directors at an exercise price of $22.57 (the closing price on the date of grant). These options will vest in four equal installments on each of the first four anniversaries of the date of grant.

The Company follows the provisions of APB 25 to account for its stock option plan. The Company provides pro forma disclosure of net income and earnings per share as if the accounting provision of SFAS No. 123 had been adopted. Options granted are exercisable at prices equal to the fair market value of such stock on the dates the options were granted. The fair values of the options were determined on the date of grant using a Black-Scholes option pricing model. These options were valued based on the following assumptions: an estimated life of five years for all options granted, volatility of 53%, 47%, 63% and 54% for options granted during 2004, 2003, 2002 and 2001, respectively, risk free interest rate of 3.85%, 3.5%, 4.0% and 5.5% for options granted during 2004, 2003, 2002 and 2001, respectively, and no dividend yield for any options granted. The fair value of the 860,000 options to purchase common stock granted on June 12, 2001 is $8.50 per share. The fair value of the 143,500 options to purchase common stock granted on November 26, 2002 is $3.42 per share. The fair value of the 50,000, 12,500 and 29,000 options to purchase common stock granted on May 5, 2003, June 5, 2003 and November 12, 2003 is $3.95 per share, $4.52 per share, and $6.61 per share, respectively. The fair value of the 20,000 options to purchase common stock granted on May 20, 2004 is $11.22 per share.

The following table summarizes stock option activity through March 31, 2005:

	Number of Options		Weighted Average Exercise Price		Weighted Average Fair Value

Outstanding, January 1, 2001	—		$	—	$	—

Granted	860,000		$	18.00	$	8.50
Exercised	—		—		—
Forfeited	—		—		—
Outstanding, December 31, 2001	860,000		$	18.00	$	8.50

Weighted	143,500		$	6.06	$	3.42
Average	—
Weighted	(590,000	)	$	18.00	$	8.50
Outstanding, December 31, 2002	413,500		$	13.86	$	6.74

Granted	91,500		$	10.35	$	4.87
Exercised	(24,375	)	$	6.06	$	3.42
Forfeited	(87,250	)	$	12.82	$	4.66
Outstanding, December 31, 2003	393,375		$	13.75	$	6.97

Granted	20,000		$	22.57	$	11.22
Exercised	(186,850	)	$	15.15	$	7.28
Forfeited	(13,500	)	$	16.86	$	7.82
Outstanding, December 31, 2004	213,025		$	13.68	$	7.05

Granted	—
Exercised	(6,000	)	$	15.85	$	7.45
Forfeited	(12,000	)	$	10.87	$	5.21
Outstanding, March 31, 2005	195,025		$	13.72	$	7.15

The following table summarizes certain information about stock options outstanding as of March 31, 2005:

	Options Outstanding, March 31, 2005				Options Exercisable, March 31, 2005
Range of Exercise Price	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Number of Options	Weighed Average Exercise Price

$ 6.06	66,500	$	6.06	7.7	—
$ 9.98 - $14.58	26,625	$	13.07	8.5	1,875	$	11.51
$ 18.00 - $22.57	101,900	$	18.90	6.8	36,900	$	18.00

	195,025	$	13.72	7.3	38,775	$	17.69

7. LEGAL PROCEEDINGS

From time to time the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the Company or on its financial condition or results of operations.

The Company is cooperating in an investigation being conducted by the Office of the U.S. Attorney, District of Delaware with respect to alleged false or inaccurate entries in the vessel’s log books, which could possibly be a violation of U.S. law, during prior voyage(s) of the Genmar Ajax. The Company received two additional subpoenas for supplemental information in connection with the investigation on or about March 31, 2005 and April 21, 2005. Management does not believe that this matter will have a material effect on the Company.

8. SUBSEQUENT EVENTS

On April 5, 2005, the Company entered into a new employment agreement with its Chief Executive Officer (CEO). The Company’s agreement with the CEO is for a term from January 1, 2005 through December 31, 2009 and provides for automatic renewal for additional one year terms, unless he or the Company terminates the agreement on 90 days’ notice. The agreement provides for a base salary of $675 per annum as well as discretionary bonuses based upon actual performance as determined by the Board or an appropriate committee. The agreement also calls for certain payments to be made to the CEO based on prior compensation if he is dismissed without cause or resigns for good reason, or upon his death or disability.

In connection with the CEO’s employment agreement, the Company granted to the CEO 350,000 shares of restricted common stock, with restrictions on all such shares to lapse on December 31, 2014. Restrictions on the restricted stock will also lapse in full if the CEO is dismissed without cause or resigns for good reason, or upon a change of control of the Company and will lapse on a straight-line basis upon his death or disability. The value of these restricted shares aggregate $17,042 and will amortize $1,294 in 2005 and approximately $1,750 in each year thereafter through 2014.

On April 22, 2005, the Company and its tanker operating subsidiary, General Maritime Management LLC (“GMM”) entered into new employment agreements with certain of their senior executive officers. These employment agreements with the Chief Executive Officer (CEO) of GMM, the Chief Financial Officer (CFO) of the Company and the Chief Administrative Officer (CAO) of the Company are each for a term from January 1, 2005 through December 31, 2007 and provide for automatic renewal for additional one year terms, unless either party terminates the agreement on 120 days’ notice. GMM entered into a new employment agreement with the CEO of GMM, and the Company entered into new employment agreements with the CFO of the Company and the CAO of the Company which provide for base salaries per annum of $525, $350 and $300, respectively, as well as discretionary bonuses based upon actual performance as determined by the Board of Directors of the Company or an appropriate committee.

On April 27, 2005, the Company announced that it would pay its first quarterly dividend of $1.77 per share on June 13, 2005 with a record date of May 26, 2005. The aggregate amount of the dividend is expected to be $68,400, which the Company anticipates will be funded from cash on hand at the time payment is to be made.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: changes in demand or a material decline in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs including but not limited to: crew wages, insurance, provisions, repairs and maintenance; changes in general domestic and international political conditions; changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs); and other factors listed from time to time in our public filings with the Securities and Exchange Commission including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2004. Our ability to pay dividends in any period will depend upon factors including the limitations under the indenture for our Senior Notes, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary.

The following is a discussion of our financial condition and results of operations for the three months ended March 31, 2005 and 2004. You should consider the foregoing when reviewing the consolidated financial statements and this discussion. You should read this section together with the consolidated financial statements including the notes to those financial statements for the periods mentioned above.

We are a leading provider of international seaborne crude oil transportation services with one of the largest mid-sized tanker fleets in the world. As of May 1, 2005 our fleet consisted of 43 wholly owned tankers comprised of 26 Aframax tankers and 17 Suezmax tankers, with a total cargo carrying capacity of 5.2 million deadweight tons. In addition, we have four newbuilding Suezmax tankers of which two are anticipated to be delivered during 2006, and one are anticipated to be delivered during each of 2007 and 2008.

A summary of our vessel acquisitions and dispositions during 2003, 2004 and 2005 is as follows:

Tanker Name	Status	Vessel Type	Date
Genmar Traveller	Acquired	Suezmax	March 11, 2003
Genmar Transporter	Acquired	Suezmax	March 12, 2003
Genmar Sky	Acquired	Suezmax	March 13, 2003
Genmar Orion	Acquired	Suezmax	March 24, 2003
Genmar Ocean	Acquired	Aframax	March 28, 2003
Kentucky	Sold	Aframax	March 31, 2003
Genmar Ariston	Acquired	Suezmax	April 4, 2003
Genmar Kestrel	Acquired	Suezmax	April 4, 2003
Genmar Centaur	Acquired	Suezmax	April 9, 2003
Genmar Spyridon	Acquired	Suezmax	April 15, 2003
Genmar Phoenix	Acquired	Suezmax	April 15, 2003
Genmar Baltic	Acquired	Aframax	April 16, 2003
Genmar Horn	Acquired	Suezmax	April 17, 2003
Genmar Prometheus	Acquired	Suezmax	April 17, 2003
Genmar Pacific	Acquired	Aframax	April 22, 2003
Genmar Argus	Acquired	Suezmax	April 24, 2003
Genmar Hope	Acquired	Suezmax	May 2, 2003
Genmar Gulf	Acquired	Suezmax	May 5, 2003
Genmar Princess	Acquired	Aframax	May 27, 2003
Genmar Progress	Acquired	Aframax	May 29, 2003
Genmar Pacific	Sold	Aframax	November 14, 2003
Genmar Ocean	Sold	Aframax	December 2, 2003
West Virginia	Sold	Aframax	December 11, 2003
Genmar Baltic	Sold	Aframax	February 4, 2004

Genmar Revenge	Acquired	Aframax	April 16, 2004
Genmar Honour	Acquired	Suezmax	April 21, 2004
Genmar Strength	Acquired	Aframax	May 3, 2004
Genmar Conqueror	Acquired	Suezmax	May 7, 2004
Genmar Defiance	Acquired	Aframax	June 4, 2004
Genmar Harriet	Sold	Suezmax	August 9, 2004
Genmar Traveller	Sold	Suezmax	August 25, 2004
Genmar Centaur	Sold	Suezmax	August 27, 2004
Genmar Transporter	Sold	Suezmax	October 7, 2004

We actively manage the deployment of our fleet between spot market voyage charters, which generally last from several days to several weeks, and time charters, which can last up to several years. A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed upon total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses such as port, canal and fuel costs.

We operate the majority of our vessels in the Atlantic basin, which includes ports in the Caribbean, South and Central America, the United States, Western Africa, the Mediterranean, Europe and the North Sea. We also currently operate tankers in the Black Sea, the Far East and in other regions worldwide which we believe enables us to take advantage of market opportunities and to position our tankers in anticipation of drydockings.

We strive to optimize the financial performance of our fleet through the deployment of our vessels in both time charters and in the spot market. Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates although we are exposed to the risk of declining tanker rates. We are constantly evaluating opportunities to increase the number of our tankers deployed on time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria.

We employ experienced management in all functions critical to our operations, aiming to provide a focused marketing effort, tight quality and cost controls and effective operations and safety monitoring. Through our wholly owned subsidiaries, General Maritime Management LLC, General Maritime Management (UK) LLC, General Maritime Management (Portugal) Lda and General Maritime Management (Hellas) Ltd., we currently provide the commercial and technical management necessary for the operations of most of our vessels, which include ship maintenance, officer staffing, technical support, shipyard supervision, and risk management services. The Company uses a third party to assist in managing the hiring, compensation and management of certain officers and ratings aboard the vessels.

For discussion and analysis purposes only, we evaluate performance using net voyage revenues. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter. We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or the deployment of tankers on time charter or on the spot market and presents a more accurate representation of the revenues generated by our tankers.

Our voyage revenues and voyage expenses are recognized ratably over the duration of the voyages and the lives of the charters, while direct vessel expenses are recognized when incurred. We recognize the revenues of time charters that contain rate escalation schedules at the average rate during the life of the contract. We calculate time charter equivalent, or TCE, rates by dividing net voyage revenue by voyage days for the relevant time period. We also generate demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. We allocate corporate income and expenses, which include general and administrative and net interest expense, to tankers on a pro rata basis based on the number of months that we owned a tanker. We calculate daily direct vessel operating expenses and daily general and administrative expenses for the relevant period by dividing the total expenses by the aggregate number of calendar days that we owned each tanker for the period.

RESULTS OF OPERATIONS

Set forth below are selected historical consolidated and other data of General Maritime Corporation at the dates and for the periods shown.

	Three months ended March 31,
INCOME STATEMENT DATA	2005		2004
(Dollars in thousands, except share data)
Voyage revenues	$	161,642	$	171,588
Voyage expenses	28,286		24,883
Direct vessel expenses	20,747		26,513
General and administrative expenses	11,273		6,510
Depreciation and amortization	24,960		25,701
Operating income	76,376		87,981
Net interest expense	7,900		9,707
Other income	15		—
Net income	$	68,491	$	78,274
Basic earnings per share	$	1.84	$	2.12
Diluted earnings per share	$	1.80	$	2.08
Weighted average shares outstanding, thousands	37,216		36,991
Diluted average shares outstanding, thousands	38,062		37,672

BALANCE SHEET DATA, at end of period	March 31, 2005		December 31, 2004
(Dollars in thousands)
Cash	$	98,260	$	46,921
Current assets, including cash	176,690		152,145
Total assets	1,435,281		1,427,261
Current liabilities, including current portion of long-term debt	72,290		84,120
Current portion of long-term debt	40,000		40,000
Total long-term debt, including current portion	441,664		486,597
Shareholders’ equity	960,267		890,426

		Three months ended March 31,
OTHER FINANCIAL DATA		2005			2004
(dollars in thousands)
EBITDA (1)		$	101,351		$	113,682
Net cash provided by operating activities		99,790			91,291
Net cash provided (used) by investing activities		(2,928		)	(10,244		)
Net cash provided (used) by financing activities		(45,523		)	(48,488		)
Capital expenditures
Vessel sales (purchases), including deposits, Net		(786		)	(9,669		)
Drydocking or capitalized survey or improvement costs		(4,893		)	(518		)
Weighted average long-term debt		457,881			627,993
FLEET DATA
Total number of vessels at end of period		43			42
Average number of vessels (2)		43.0			42.4
Total voyage days for fleet (3)		3,572			3,777
Total time charter days for fleet		987			1,233
Total spot market days for fleet		2,585			2,544
Total calendar days for fleet (4)		3,870			3,855
Fleet utilization (5)		92.3		%	98.0		%
AVERAGE DAILY RESULTS
Time Charter equivalent (6)		$	37,334		$	38,847
Direct vessel operating expenses per vessel (7)		5,360			6,878
General and administrative expense per vessel (8)		2,907			1,689
Total vessel operating expenses (9)		8,267			8,567
EBITDA		26,189			29,489

		Three months ended March 31,
		2005			2004
EBITDA Reconciliation
Net Income		$	68,491		$	78,274
+	Net interest expense	7,900			9,707
+	Depreciation and Amortization	24,960			25,701
EBITDA		101,351			113,682

(1) EBITDA represents net income plus net interest expense and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Management of the Company uses EBITDA as a performance measure in consolidating monthly internal financial statements and is presented for review at our board meetings. The Company believes that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA is not an item recognized by GAAP, and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by GAAP. The definition of EBITDA used here may not be comparable to that used by other companies.

(2) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as a measured by the sum of the number of days each vessels was part of our fleet during the period divided by the number of calendar days in that period.

(3) Voyage days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.

(4) Calendar days are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.

(5) Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by calendar days for the relevant period.

(6) Time Charter Equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing net voyage revenue by voyage days for the relevant time period. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract.

(7) Daily direct vessel operating expenses, or DVOE, is calculated by dividing DVOE, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.

(8) Daily general and administrative expense is calculated by dividing general and administrative expenses by calendar days for the relevant time period.

(9) Total Vessel Operating Expenses, or TVOE, is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, or DVOE, and daily general and administrative expenses. Our method of calculating daily DVOE is dividing DVOE, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, by calendar days for the relevant time period.

Margin analysis for the indicated items as a percentage of net voyage revenues for the three months ended March 31, 2005 and 2004 is set forth in the table below.

Income statement margin analysis

(% of net voyage revenues)

	Three months ended March 31,
	2005		2004
INCOME STATEMENT DATA
Net voyage revenues (1)	100.0	%	100.00	%
Direct vessel expenses	15.6	%	18.1	%
General and administrative expenses	8.4	%	4.4	%
Depreciation and amortization	18.7	%	17.5	%
Operating income	57.3	%	60.0	%
Net interest expense	5.9	%	6.6	%
Other income	0.0	%	0.0	%
Net income	51.4	%	53.4	%

(1) Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter.

	Three months ended March 31,
INCOME STATEMENT DATA	2005			2004
(Dollars in thousands, except share data)
Voyage revenues	$	161,642		$	171,588
Voyage expenses	(28,286		)	(24,883		)
Net voyage revenues	133,356			146,705

Three months ended March 31, 2005 compared to the three months ended March 31, 2004

VOYAGE REVENUES-Voyage revenues decreased by $10.0 million, or 5.8%, to $161.6 million for the three months ended March 31, 2005 compared to $171.6 million for the prior year period. This decrease is primarily due to a 5.4% reduction in vessel operating days to 3,572 days for the three months ended March 31, 2005 from 3,777 days for the prior year period. This decrease in operating days is a result of a heavy drydocking schedule during the 2005 period. During the three months ended March 31, 2005, the average size of our fleet increased by 1.4% to 43.0 tankers (26.0 Aframax, 17.0 Suezmax) during 2005 compared to 42.4 tankers (23.4 Aframax, 19.0 Suezmax) during the prior year period.

VOYAGE EXPENSES-Voyage expenses increased $3.4 million, or 13.7%, to $28.3 million for the three months ended March 31, 2005 compared to $24.9 million for the prior year period. Fuel and port costs were higher during the three months ended March 31, 2005 as compared to the prior year period. In addition, substantially all of our voyage expenses relate to spot charter voyages, under which the vessel owner is responsible for such voyage expenses as fuel and port costs. During the three months ended March 31, 2005, the number of days our vessels operated under spot charters increased by 1.6% to 2,585 days (1,194 days Aframax, 1,391 days Suezmax) from 2,544 days (961 days Aframax, 1,583 days Suezmax) during the prior year period. In addition, the number of days our vessels operated in the spot market during the three months ended March 31, 2005 consists of a higher portion of days attributable to Suezmax vessels compared to the prior year period. Suezmax vessels consume more fuel and have higher port costs, which are the two primary components of voyage expenses, than Aframax vessels.

NET VOYAGE REVENUES-Net voyage revenues, which are voyage revenues minus voyage expenses, decreased by $13.4 million, or 9.1%, to $133.3 million for the three months ended March 31, 2005 compared to $146.7 million for the prior year period. This decrease is the result of the overall weaker spot market during the three months ended March 31, 2005 compared to the prior year period, as well as a 5.4% reduction in vessel operating days during the 2005 period compared to the 2004 period. Our average TCE rates decreased 3.9% to $37,334 during the three months ended March 31, 2005 compared to $38,847 for the prior year period.

The following table includes additional data pertaining to net voyage revenues:

	Three months ended March 31,				Increase
	2005		2004		(Decrease)			% Change
Net voyage revenue (in thousands):
Time charter:
Aframax	$	21,335	$	24,315	$	(2,980	)	-12.3	%
Suezmax	—		2,062		(2,062		)	-100.0	%
Total	21,335		26,377		(5,042		)	-19.1	%

Spot charter:
Aframax	42,543		37,782		4,761			12.6	%
Suezmax	69,478		82,546		(13,068		)	-15.8	%
Total	112,021		120,328		(8,307		)	-6.9	%

TOTAL NET VOYAGE REVENUE	$	133,356	$	146,705	$	(13,349	)	-9.1	%

Vessel operating days:
Time charter:
Aframax	987		1,131		(144		)	-12.7	%
Suezmax	—		102		(102		)	-100.0	%
Total	987		1,233		(246		)	-20.0	%

Spot charter:
Aframax	1,194		961		233			24.2	%
Suezmax	1,391		1,583		(192		)	-12.1	%
Total	2,585		2,544		41			1.6	%
TOTAL VESSEL OPERATING DAYS	3,572		3,777		(205		)	-5.4	%
AVERAGE NUMBER OF VESSELS	43.0		42.4		0.6			1.4	%

Time Charter Equivalent (TCE):
Time charter:
Aframax	$	21,616	$	21,492	$	124		0.6	%
Suezmax	n/m		$	20,257	n/m			n/m
Combined	$	21,616	$	21,390	$	226		1.1	%

Spot charter:
Aframax	$	35,631	$	39,330	$	(3,699	)	-9.4	%
Suezmax	$	49,949	$	52,155	$	(2,206	)	-4.2	%
Combined	$	43,335	$	47,310	$	(3,975	)	-8.4	%
TOTAL TCE	$	37,334	$	38,847	$	(1,513	)	-3.9	%

We are constantly evaluating opportunities to increase the number of our tankers deployed on time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria. The following table summarizes the portion of our fleet on time charter as of March 31, 2005:

Vessel	Vessel Type	Expiration Date	Average Daily Rate (1)
Genmar Pericles	Aframax	October 3, 2005		$	19,500
Genmar Trust	Aframax	October 15, 2005		$	19,500
Genmar Spirit	Aframax	November 5, 2005		$	19,500
Genmar Hector	Aframax	October 31, 2005		$	19,500
Genmar Challenger	Aframax	December 6, 2005		$	19,500
Genmar Trader	Aframax	December 16, 2005		$	19,500
Genmar Champ	Aframax	January 10, 2006		$	19,500
Genmar Star	Aframax	January 25, 2006		$	19,500
Genmar Endurance	Aframax	February 13, 2006		$	19,500
Genmar Princess(2)	Aframax	May 9, 2005		$	24,700
Genmar Constantine	Aframax	July 9, 2005		$	28,000

(1) Net of brokers’ commissions.

(2) Vessel scheduled to go on charter from May 10, 2005 - May 10, 2006, net of broker commissions of $33,150.

DIRECT VESSEL EXPENSES-Direct vessel expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, decreased by $5.8 million, or 21.7%, to $20.7 million for the three months ended March 31, 2005 compared to $26.5 million for the prior year period. This decrease can be attributed to a decrease in crewing costs and maintenance and repairs during the three months ended March 31, 2005 as compared to the 2004 period as well as the timing of certain purchases, maintenance and repair costs. In addition, the 2005 period is affected by cost control initiatives we began in 2004. The 2004 period also includes four Suezmax vessels sold between August and October 2005 which had higher historic operating costs than the other vessels in our fleet. These decreases come in spite of a 1.4% increase in the average size of our fleet to 43.0 tankers (26.0 Aframax, 17.0 Suezmax) during 2005 compared to 42.4 tankers (23.4 Aframax, 19.0 Suezmax) during the prior year period. On a daily basis, direct vessel expenses per tanker decreased by $1,518, or 22.1%, to $5,360 ($5,224 Aframax, $5,569 Suezmax) for the three months ended March 31, 2005 compared to $6,878 ($6,338 Aframax, $7,540 Suezmax) for the prior year period. This decrease is attributable to a decrease in crewing costs and maintenance and repair costs during the three months ended March 31, 2005 as compared to the 2004 period as well as our cost control initiatives and the timing of certain purchases, maintenance and repair costs. In addition, results from the three months ended March 31, 2004 include four Suezmax vessels that were sold between August 2004 and October 2004 which had higher daily historic operating costs than the other vessels in our fleet.

GENERAL AND ADMINISTRATIVE EXPENSES-General and administrative expenses increased by $4.8 million, or 73.2%, to $11.3 million for the three months ended March 31, 2005 compared to $6.5 million for the prior year period. This increase is comprised primarily of the following:

(a) a $1.2 million increase in restricted stock amortization and bonus accruals for the three months ended March 31, 2005, which included amortization of restricted stock grants made in February 2005, compared to the 2004 period,

(b) a $1.2 million increase in professional fees during the three months ended March 31, 2005 compared to the 2004 period associated with moving our corporate headquarters to a new location in New York City, as well as professional fees associated with Sarbanes-Oxley 404 compliance and senior executive employment agreements,

(c) a $1.0 million increase in the costs of operating our foreign subsidiaries in Greece, Portugal and the United Kingdom during the three months ended March 31, 2005 compared to the 2004 period, which is primarily attributable to our office in Portugal which we did not acquire until April 2004,

(d) a $1.0 million increase in the lease payments and operating expenses associated with our lease of an aircraft during the three months ended March 31, 2005 compared to the 2004 period reflecting a full quarter’s usage of the aircraft which we began leasing in February 2004, and

(e) a $0.4 million increase in occupancy costs during the three months ended March 31, 2005 compared to the 2004 period attributable to rent paid on both our former New York City office which we occupied until April 2005 and our new corporate headquarters for which our lease began in December 2004.

Daily general and administrative expenses per tanker increased $1,218, or 72.1%, to $2,907 for the three months ended March 31, 2005 compared to $1,689 for the prior year period.

In addition, we anticipate that, based on restricted stock grants made in February 2005 and April 2005, for the year ended December 31, 2005, noncash compensation expense relating to the amortization of restricted stock awards will be approximately $6.4 million. Restricted stock amortization for the year ended December 31, 2004 was $1.7 million.

DEPRECIATION AND AMORTIZATION-Depreciation and amortization, which includes depreciation of tankers as well as amortization of drydocking, special survey costs and loan fees, decreased by $0.7 million, or 2.9%, to $25.0 million for the three months ended March 31, 2005 compared to $25.7 million for the prior year period. This decrease is primarily due to the sale of four Suezmax vessels between August 2004 and September 2004, which contributed $4.2 million to depreciation and amortization for the three months ended March 31, 2004. This decrease is partially offset by $2.4 million of depreciation and amortization during the three months ended March 31, 2005 associated with five vessels acquired during the second quarter of 2004.

Amortization of drydocking and other repair costs decreased by $0.6 million, or 15.3%, to $3.3 million for the three months ended March 31, 2005 compared to $3.9 million for the prior year period. This decrease is primarily attributable to the sale of four vessels between August 2004 and October 2004 for which drydock amortization for the three months ended March 31, 2004 was $1.8 million. This decrease is offset by amortization recorded in 2005 of the $17.1 million of capitalized expenditures relating to our tankers for the year ended December 31, 2004. We anticipate that the amortization associated with drydocking our vessels will increase in the future, as vessels we acquired during 2001, 2003 and 2004 are drydocked for the first time.

Amortization of deferred financing costs decreased by $0.5 million, or 48.0%, to $0.5 million for the three months ended March 31, 2005 compared to $1.0 million for the prior year period. This decrease is the result of amortization during 2005 associated with deferred financing costs paid on the 2004 Credit Facility which was lower than the amortization on the deferred loan costs associated with the three credit facilities which were refinanced. At the time of the refinancing, the unamortized deferred financing costs associated with the three refinanced credit facilities were written off.

NET INTEREST EXPENSE-Net interest expense decreased by $1.8 million, or 18.6%, to $7.9 million for the three months ended March 31, 2005 compared to $9.7 million for the prior year period. $0.8 million of this decrease is attributable to interest capitalized on construction in progress on four Suezmax newbuilding contracts. The remainder of the decrease is attributable to a decrease in our weighted-average long-term debt to $457.9 million during the three months ended March 31, 2005 compared to $628.0 million for the prior year period.

NET INCOME-Net income was $68.5 million for the three months ended March 31, 2005 compared to net income of $78.3 million for the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Funds; Cash Management

Since our formation, our principal sources of funds have been equity financings, issuance of long-term debt securities, operating cash flows and long-term bank borrowings. Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the quality of our tankers, comply with international shipping standards and environmental laws and regulations, fund working capital requirements and make principal repayments on outstanding loan facilities.

Our practice has been to acquire tankers using a combination of funds received from equity investors, bank debt secured by mortgages on our tankers and shares of the common stock of our shipowning subsidiaries, and long-term debt securities. Since our payment of dividends is expected to decrease our available cash, while we expect to use our operating cash flows and borrowings to fund acquisitions, if any, on a short-term basis, we also intend to review debt and equity financing alternatives to fund such acquisitions. Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer tankers and the selective sale of older tankers. These acquisitions will be principally subject to management’s expectation of future market conditions as well as our ability to acquire tankers on favorable terms.

We expect to rely on operating cash flows as well as long-term borrowings and future equity offerings to implement our growth plan and our dividend policy. We believe that our current cash balance as well as operating cash flows and available borrowings under our credit facilities will be sufficient to meet our liquidity needs for the next year.

Our operation of ocean-going tankers carries an inherent risk of catastrophic marine disasters and property losses caused by adverse severe weather conditions, mechanical failures, human error, war, terrorism and other circumstances or events. In addition, the transportation of crude oil is subject to business interruptions due to political circumstances, hostilities among nations, labor strikes and boycotts. Our current insurance coverage includes (1) protection and indemnity insurance coverage for tort liability, which is provided by mutual protection and indemnity associations, (2) hull and machinery insurance for actual or constructive loss from

collision, fire, grounding and engine breakdown, (3) war risk insurance for confiscation, seizure, capture, vandalism, sabotage and other war-related risks and (4) loss of hire insurance for loss of revenue for up to 90 days resulting from a tanker being off hire for all of our tankers.

Dividend Policy

On January 26, 2005 we announced that our Board of Directors has initiated a cash dividend policy. Under the policy, we plan to declare quarterly dividends to shareholders in April, July, October and February of each year based on our EBITDA after interest expense and reserves, as established by the Board of Directors. These reserves, which the Board of Directors expects to review on at least an annual basis, will take into account normal maintenance and drydocking of existing vessels as well as capital expenditures for vessel acquisitions to ensure the indefinite renewal of our fleet. Our Board of Directors has determined that the maintenance and renewal capital expenditure reserve will be $100 million in 2005. Our Board of Directors expects to review these reserves from time to time and at least annually, taking into account the remaining useful life and asset value of the fleet, among other factors.

On April 27, 2005, we announced that we will be paying our first quarterly dividend of $1.77 per share on June 13, 2005 with a record date of May 26, 2005. The aggregate amount of the dividend is expected to be $68.4 million, which we anticipate will be funded from cash on hand at the time payment is to be made.

The indenture of our Senior Notes generally allows us to pay dividends and other “restricted payments” up to an amount equal to 50% of the cumulative net income earned since the first quarter of 2003 plus an additional $25 million. The 2004 Credit Facility was amended to permit us to pay dividends with respect to any fiscal quarter up to an amount equal to EBITDA (as defined) for such fiscal quarter less fleet renewal reserves, which are established by our Board of Directors, net interest expense and cash taxes, in the event taxes are paid, for such fiscal quarter. Such amount will be reduced to the extent that the aggregate amount permitted to be paid for dividends for all fiscal quarters since January 1, 2005 is a negative amount. Any dividends paid will also be subject to the 2004 Credit Facility, as amended, and applicable provisions of Marshall Islands law.

Debt Financings

2004 Credit Facility

On July 1, 2004, we closed on an $825 million senior secured bank financing facility, or the 2004 Credit Facility, consisting of a term loan of $225 million and a revolving loan of $600 million. The term loan has a five year maturity at a rate of LIBOR plus 1.0% and amortizes on a quarterly basis with 19 payments of $10 million and one payment of $35 million. The revolving loan component, which does not amortize, has a five year maturity at a rate of LIBOR plus 1.0% on the used portion and a 0.5% commitment fee on the unused portion. As of March 31, 2005, the 2004 Credit Facility is secured by all of the ships in the Company’s 43 vessel fleet.

Concurrent with the closing of the 2004 Credit Facility, pursuant to which we borrowed $225 million under the term loan and $290 million under the revolving credit facility, we retired our existing First, Second and Third Credit Facilities, described below, in a series of transactions we refer to as the 2004 Refinancings. At the time of the 2004 Refinancings, the 2004 Credit Facility was secured by the 42 vessels which collateralized the First, Second and Third Credit Facilities and the five vessels which we acquired in April 2004 and July 2004. In addition, each of our subsidiaries which has an ownership interest in any tanker vessel that is secured by the 2004 Credit Facility has provided unconditional guaranties of all amounts owing under the 2004 Credit Facility.

During August and October 2004, we sold four vessels (Genmar Harriet, Genmar Centaur, Genmar Traveller and Genmar Transporter) that were part of the collateral of the 2004 Credit Facility. Pursuant to an amendment to the 2004 Credit Facility, we are permitted, until August 2005 to substitute as collateral future vessel acquisitions with a fair value equivalent to the vessels sold. Had this amendment not been agreed to, we would, upon the sale of the four vessels in August and October 2004, have had to repay approximately $13.1 million associated with the $225 million term loan and the $600 million revolving credit facility would have been permanently reduced by approximately $35.2 million. In accordance with the amendment to the 2004 Credit Facility, we placed approximately $13.1 million in escrow which will be returned to us if collateral is substituted as described above. This amount of cash held in escrow is classified as other assets on our balance sheet. If such collateral is not fully provided, on August 31, 2005, the remaining amount held in the escrow account will be used to repay a portion of the term loan. With respect to the revolving credit facility, approximately $35.2 million is currently not available to be drawn until such substitute collateral is provided. To the extent substitute collateral is not provided by August 31, 2005, the revolving credit facility will be permanently reduced.

The terms and conditions of the 2004 Credit Facility require compliance with certain restrictive covenants, which we feel are consistent with loan facilities incurred by other shipping companies. Under this credit facility, we are required to maintain certain ratios such as: vessel market values to total outstanding loans and undrawn revolving credit facilities, EBITDA to net interest expense and to maintain minimum levels of working capital. In addition, the 2004 Credit Facility permits us to pay dividends with respect to any fiscal quarter up to an amount equal to EBITDA (as defined) for such fiscal quarter less fleet renewal reserves, which are established by our Board of Directors, net interest expense and cash taxes, in the event taxes are paid, for such fiscal quarter. Such amount will be reduced to the extent that the aggregate amount permitted to be paid for dividends for a ll fiscal quarters since January 1, 2005

is a negative amount. However, we would not be permitted to pay dividends if certain significant defaults as defined under the 2004 Credit Facility were to occur.

The 2004 Credit Facility is secured by all of the ships in our current 43 vessel fleet and $13.1 million cash held in escrow.

First, Second and Third Credit Facilities — Refinanced by the 2004 Credit Facility

The First Credit Facility was comprised of a $200 million term loan and a $100 million revolving loan. The First Credit Facility was to mature on June 15, 2006. The First Credit Facility bore interest at LIBOR plus 1.5%. We were obligated to pay a fee of 0.625% per annum on the unused portion of the revolving loan on a quarterly basis. Due to the sale of three of the Aframax tankers securing the First Credit Facility, the revolving loan facility was reduced to $96.5 million.

The Second Credit Facility consisted of a $115 million term loan and a $50 million revolving loan. The Second Credit Facility was to mature on June 27, 2006. The Second Credit Facility bore interest at LIBOR plus 1.5%. We were obligated to pay a fee of 0.625% per annum on the unused portion of the revolving loan on a quarterly basis.

On March 11, 2003 in connection with the Metrostar acquisition, we entered into commitments for $450 million in credit facilities. These credit facilities were comprised of a first priority $350 million amortizing term loan, which we refer to as the Third Credit Facility, and a second priority $100 million non-amortizing term loan, which we refer to as the second priority term loan. Pursuant to the issuance of the Senior Notes described below, the Third Credit Facility was reduced to $275 million and the second priority term loan was eliminated. The Third Credit Facility was to mature on March 10, 2008 and bore interest at LIBOR plus 1.625%.

Interest Rate Swap Agreements

In August and October 2001, we entered into interest rate swap agreements with foreign banks to manage interest costs and the risk associated with changing interest rates. At their inception, these swaps had notional principal amounts equal to 50% of our outstanding term loans under its First and Second Credit Facilities. The notional principal amounts amortize at the same rate as the term loans. The interest rate swap agreement entered into during August 2001 hedged the First Credit Facility, described above, to a fixed rate of 6.25%. This swap agreement terminates on June 15, 2006. The interest rate swap agreement entered into during October 2001 hedged the Second Credit Facility, described above, to a fixed rate of 5.485%. This swap agreement terminates on June 27, 2006. The differential to be paid or received for these swap agreements is recognized as an adjustment to interest expense as incurred. As of March 31, 2005, the outstanding notional principal amounts on the swap agreements entered into during August 2001 and October 2001 are $22.5 million and $16.5 million, respectively. We have determined that these interest rate swap agreements, which effectively hedged our First and Second Credit Facilities continue to effectively hedge our 2004 Credit Facility.

Senior Notes

On March 20, 2003, we issued $250 million of 10% Senior Notes which are due March 15, 2013. Interest is paid on the Senior Notes each March 15 and September 15. The Senior Notes are general unsecured, senior obligations. The proceeds of the Senior Notes, prior to payment of fees and expenses, were $246.2 million. The Senior Notes contain incurrence covenants which, among other things, restrict our future ability to incur future indebtedness and liens, to apply the proceeds of asset sales freely, to merge or undergo other changes of control and to pay dividends. As of March 31, 2005, the discount on the Senior Notes is $3.3 million. This discount is being amortized as interest expense over the term of the senior notes using the effective interest method. The Senior Notes are guaranteed by all of our present subsidiaries and future “restricted” subsidiaries (all of which are 100% owned by us). These guarantees are full and unconditional and joint and several with us, General Maritime Corporation, the parent company. We, as the parent company, have no independent assets or operations. Additionally, certain defaults on other debt instruments, such as failure to pay interest or principal when due, are deemed to be a default under the Senior Notes agreement.

In addition, the provisions of the Senior Notes require that the proceeds from vessel sales, net of required debt payments made on senior indebtedness, be used to acquire additional assets within one year from the dates of sale. If such assets are not acquired, any excess proceeds, after reduction of the indebtedness under the 2004 Credit Facility, are to be used to repurchase Senior Notes. As of March 31, 2005, such excess net proceeds pertaining to the four vessels sold during August and October 2004 aggregate $35.9 million, which, if not used to acquire additional assets through August 2005, will be used to make an offer to repurchase Senior Notes at par.

In accordance with the terms of our Senior Notes, we cannot make cumulative “restricted payments” in excess of the sum of (1) 50% of net income earned subsequent to December 31, 2002, (2) cash proceeds from common stock issued subsequent to December 31, 2002 and (3) $25 million. “Restricted payments” principally include dividends, purchases of our own common stock, and repayments of debt subordinate to the senior notes prior to their maturity.

certain ratios such as: vessel market values to total outstanding loans and undrawn revolving credit facilities, EBITDA to net interest expense and to maintain minimum levels of working capital.

As of March 31, 2005, we are in compliance with all of the financial covenants under our 2004 Credit Facility and our Senior Notes.

The total outstanding amounts as of March 31, 2005 associated with our 2004 Credit Facility and Senior Notes as well as their maturity dates are as follows:

TOTAL OUTSTANDING DEBT (DOLLARS IN THOUSANDS)
AND MATURITY DATE

Cash and Working Capital

Cash increased to $98.3 million as of March 31, 2005 compared to $46.9 million as of December 31, 2004. Working capital is current assets minus current liabilities, including the current portion of long-term debt. Working capital was $104.4 million as of March 31, 2005 compared to $68.0 million as of December 31, 2004. The current portion of long-term debt included in our current liabilities was $40.0 million as of both March 31, 2005 and December 31, 2004.

Cash Flows from Operating Activities

Net cash provided by operating activities increased 9.3% to $99.8 million for the three months ended March 31, 2005, compared to $91.3 million for the prior year period. This increase is primarily attributable to a $27.2 million decrease in amounts due from charterers during the three months ended March 31, 2005 offset by a decrease in net income of $9.8 million to $68.5 million for the three months ended March 31, 2005 compared to $78.3 million for the prior year period.

Cash Flows from Investing Activities

Net cash used by investing activities was $2.9 million for the three months ended March 31, 2005 compared to $10.2 million for the prior year period. During the three months ended March 31, 2005, we paid $2.1 million for fixed assets (primarily for furnishings of our new office in New York City) and $0.8 million for construction in progress on our newbuildings (most of which related to capitalized interest). During the three months ended March 31, 2004, we made $20.0 million of deposits on vessels and received $10.4 million from the sale of a vessel.

Cash Flows from Financing Activities

Net cash used by financing activities was $45.5 million for the three months ended March 31, 2005 compared to $48.5 million for the prior year period. During the three months ended March 31, 2005, we paid a $10.0 million principal payment on the term loan portion of our 2004 Credit Facility and $35.0 million of payments under the revolver portion of our 2004 Credit Facility. During the three months ended March 31, 2004, we paid $26.3 million of principal payments under the term portions of our First, Second and Third Credit Facilities and $22.0 million of payments under the revolver portions of our First and Second Credit Facilities.

Capital Expenditures for Drydockings and Vessel Acquisitions

Drydocking

In addition to tanker acquisition, other major capital expenditures include funding our maintenance program of regularly scheduled in-water survey or drydocking necessary to preserve the quality of our tankers as well as to comply with international shipping standards and environmental laws and regulations. Management anticipates that tankers which are younger than 15 years are required to undergo in-water surveys 2.5 years after a drydock and that tankers are to be drydocked every five years, while tankers 15 years or older are to be drydocked every 2.5 years in which case the additional drydocks take the place of these in-water surveys. During 2005, we anticipate that we will capitalize costs associated with drydocks or significant in-water surveys on approximately 18 tankers and that the expenditures to perform these drydocks will aggregate approximately $30 million. During the three months ended March 31, 2005, we paid $4.9 million of drydock costs. The ability to meet this maintenance schedule will depend on our ability to generate sufficient cash flows from operations, utilize our revolving credit facilities or to secure additional financing.

Vessel Acquisitions

In July 2004, we acquired four Suezmax newbuilding contracts. The purchase price of these contracts aggregate $67.2 million which was paid to the seller of those contracts. Also in July 2004, $8.8 million was paid to the shipyard as an installment on the construction of the vessels associated with these contracts. As of December 31, 2004, we are required to pay an additional aggregate amount of $152.8 million through the completion of construction of these four Suezmax tankers delivery of which is expected to occur between March 2006 and January 2008. The installments that comprise this $152.8 million are payable as follows: $6.5 million in 2005, $71.3 million in 2006, $42.4 million in 2007, and $32.6 million in 2008.

Other Commitments

In February 2004, the Company entered into an operating lease for an aircraft. The lease has a term of five years and requires monthly payments by the Company of $125,000.

In December 2004, the Company entered into a 15-year lease for office space in New York, New York. The monthly rental is as follows: Free rent from December 1, 2004 to September 30, 2005, $109,724 per month from October 1, 2005 to September 30, 2010, $118,868 per month from October 1, 2010 to September 30, 2015, and $128,011 per month from October 1, 2015 to September 30, 2020. The monthly straight-line rental expense from December 1, 2004 to September 30, 2020 is $112,611.

The following is a tabular summary of our future contractual obligations for the categories set forth below (dollars in millions):

	Total		2005*		2006		2007		2008		2009		Thereafter
Debt payments	$	445.0	$	30.0	$	40.0	$	40.0	$	40.0	$	45.0	$	250.0
Newbuilding installments	152.8		6.5		71.3		42.4		32.6		0.0		0.0
Aircraft lease	5.7		1.1		1.5		1.5		1.5		0.1		0.0
New York office lease	21.3		0.3		1.3		1.3		1.3		1.3		15.8
Total commitments	$	624.8	$	37.9	$	114.1	$	85.2	$	75.4	$	46.4	$	265.8

* Denotes the nine month period from April 1, 2005 to December 31, 2005.

Other Derivative Financial Instruments

As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage market risks relating to the deployment of our existing fleet of vessels. The FFAs being considered by the company are future contracts, or commitments to perform in the future a shipping service between ship owners, charters and traders. Generally, these FFAs would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route. Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market. We have not entered into any FFA contracts as of March 31, 2005.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies. Except for a change in the estimated useful lives of our single-hull tankers effective October 1, 2003 and the increase in residual scrap values of our tankers effective January 1, 2004, we believe that there has been no change in or additions to our critical accounting policies since December 2001.

REVENUE RECOGNITION. Revenue is generally recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, pricing is fixed or determinable and collection is reasonably assured. Our revenues are earned under time charters or voyage contracts. Revenue from time charters is earned and recognized on a daily basis. Certain time charters

contain provisions which provide for adjustments to time charter rates based on agreed-upon market rates. Revenue for voyage contracts is recognized based upon the percentage of voyage completion. The percentage of voyage completion is based on the number of voyage days worked at the balance sheet date divided by the total number of days expected on the voyage.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We do not provide any reserve for doubtful accounts associated with our voyage revenues because we believe that our customers are of high creditworthiness and there are no serious issues concerning collectibility. We have had an excellent collection record during the past four years ended March 31, 2005. To the extent that some voyage revenues become uncollectable, the amounts of these revenues would be expensed at that time. We provide a reserve for our demurrage revenues based upon our historical record of collecting these amounts. As of March 31, 2005, we provided a reserve of approximately 12% for these claims, which we believe is adequate in light of our collection history. We periodically review the adequacy of this reserve so that it properly reflects our collection history. To the extent that our collection experience warrants a greater reserve we will incur an expense as to increase of this amount in that period.

DEPRECIATION AND AMORTIZATION. We record the value of our tankers at their cost (which includes acquisition costs directly attributable to the tanker and expenditures made to prepare the tanker for its initial voyage) less accumulated depreciation. We depreciate our non-single hull tankers on a straight-line basis over their estimated useful lives, estimated to be 25 years from date of initial delivery from the shipyard. The useful lives of our single-hull tankers range from 19 to 21 years from the date of delivery, as we consider 2010 to coincide with the end of their useful lives. We believe that a 25-year depreciable life for double-hull and double-sided tankers is consistent with that of other ship owners. Depreciation is based on cost less the estimated residual scrap value. Until December 31, 2003, we estimated residual scrap value as the lightweight tonnage of each tanker multiplied by $125 scrap value per ton. Effective January 1, 2004, we changed our estimate of residual scrap value per lightweight ton to be $175, which we believe better approximates the historical average price of scrap steel. An increase in the useful life of the tanker would have the effect of decreasing the annual depreciation charge and extending it into later periods. An increase in the residual scrap value (as was done in 2004) would decrease the amount of the annual depreciation charge. A decrease in the useful life of the tanker would have the effect of increasing the annual depreciation charge. A decrease in the residual scrap value would increase the amount of the annual depreciation charge.

REPLACEMENTS, RENEWALS AND BETTERMENTS. We capitalize and depreciate the costs of significant replacements, renewals and betterments to our tankers over the shorter of the tanker’s remaining useful life or the life of the renewal or betterment. The amount capitalized is based on our judgment as to expenditures that extend a tanker’s useful life or increase the operational efficiency of a tanker. We believe that these criteria are consistent with GAAP and that our policy of capitalization reflects the economics and market values of our tankers. Costs that are not depreciated are written off as a component of direct vessel operating expense during the period incurred. Expenditures for routine maintenance and repairs are expensed as incurred. If the amount of the expenditures we capitalize for replacements, renewals and betterments to our tankers were reduced, we would recognize the amount of the difference as an expense.

DEFERRED DRYDOCK COSTS. Our tankers are required to be drydocked for major repairs and maintenance that cannot be performed while the tankers are operating approximately every 30 to 60 months. We capitalize the costs associated with the drydocks as they occur and amortize these costs on a straight line basis over the period between drydocks. Costs capitalized as part of the drydock include actual costs incurred at the drydock yard; cost of fuel consumed between the tanker’s last discharge port prior to the drydock and the time the tanker leaves the drydock yard; cost of hiring riding crews to effect repairs on a ship and parts used in making such repairs that are reasonably made in anticipation of reducing the duration or cost of the drydock; cost of travel, lodging and subsistence of our personnel sent to the drydock site to supervise; and the cost of hiring a third party to oversee a drydock. We believe that these criteria are consistent with GAAP guidelines and industry practice, and that our policy of capitalization reflects the economics and market values of the tankers.

IMPAIRMENT OF LONG-LIVED ASSETS. We evaluate the carrying amounts and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as undiscounted projected operating cash flows, tanker sales and purchases, business plans and overall market conditions. We determine undiscounted projected net operating cash flows for each tanker and compare it to the tanker carrying value. In the event that impairment occurred, we would determine the fair value of the related asset and we record a charge to operations calculated by comparing the asset’s carrying value to the estimated fair value. We estimate fair value primarily through the use of third party valuations performed on an individual tanker basis.

Interest Rate Risk

We are exposed to various market risks, including changes in interest rates. The exposure to interest rate risk relates primarily to our debt. At March 31, 2005, we had $195.0 million of floating rate debt with a margin over LIBOR of 1.0% compared to $240.0 million as of December 31, 2004. We use interest rate swaps to manage the impact of interest rate changes on earnings and cash flows. The differential to be paid or received under these swap agreements is accrued as interest rates change and is recognized as an adjustment to interest expense. As of March 31, 2005 and December 31, 2004, we were party to interest rate swap agreements having aggregate notional amounts of $39.0 million and $45.5 million, respectively, which effectively fixed LIBOR on a like amount of principal at rates ranging from 3.985% to 4.75%. If we terminate these swap agreements prior to their maturity, we may be required to pay or receive an amount upon termination based on the prevailing interest rate, time to maturity and outstanding notional principal amount at the time of termination. As of March 31, 2005 the fair value of these swaps was a net liability to us of $0.2 million. A one percent increase in LIBOR would increase interest expense on the portion of our $156.0 million outstanding floating rate indebtedness that is not hedged by approximately $1.6 million per year from March 31, 2005.

Foreign Exchange Rate Risk

The international tanker industry’s functional currency is the U.S. dollar. Virtually all of the Company’s revenues and most of its operating costs are in U.S. dollars. The Company incurs certain operating expenses, drydocking, and overhead costs in foreign currencies, the most significant of which is the Euro, as well as British Pounds, Japanese Yen, Singapore Dollars, Australian Dollars and Norwegian Kroner. During the three months ended March 31, 2005, approximately 17% of the Company’s direct vessel operating expenses were denominated in these currencies. The potential additional expense from a 10% adverse change in quoted foreign currency exchange rates, as it relates to all of these currencies, would be approximately $0.4 million for the three months ended March 31, 2005.

Item 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and its Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in timely alerting them at a reasonable assurance level to material information relating to the Company required to be included in its periodic Securities and Exchange Commission filings. There have been no significant changes in the Company’s internal controls that could significantly affect internal controls subsequent to the date of their evaluation.

We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or our subsidiaries are a party or of which our property is the subject. From time to time in the future, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.

In our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, we reported that we are cooperating in an investigation being conducted by the Office of the U.S. Attorney, District of Delaware with respect to alleged false or inaccurate entries in the vessel’s log books, which could possibly be a violation of U.S. law, during prior voyage(s) of the Genmar Ajax. We received two additional subpoenas for supplemental information in connection with the investigation on or about March 31, 2005 and April 21, 2005. We do not believe that this matter will have a material effect on the Company.

On February 4, 2005, the Genmar Kestrel was involved in a collision with the Singapore-flag tanker Trijata, which necessitated the trans-shipment of the Genmar Kestrel’s cargo and drydocking the vessel for repairs. The incident resulted in the leakage of some oil to the sea. Due to a combination of prompt clean up efforts, a light viscosity cargo onboard at the time of collision and favorable weather conditions, we believe that the incident resulted in minimal environmental damage and expect that substantially all of the liabilities associated with the incident will be covered by insurance. Repairs were completed on the Genmar Kestrel on April 29, 2005, and the vessel resumed operations.

In compliance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, we have provided certifications of our Principal Executive Officer and Principal Financial Officer to the Securities and Exchange Commission. The certifications provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 accompanying this report have not been filed pursuant to the Securities Exchange Act of 1934.

OUTSTANDING
DEBT

MATURITY
DATE

Total long-term debt

2004 Credit Facility

Senior Notes

March 2013

(a) Exhibits:

Exhibit		Description (1)

10.1		Form of Restricted Stock Grant Agreement, dated February 9, 2005.

10.2		Form of Non-Employee Director Option Grant Agreement, dated May 20, 2004.

10.3		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and Peter C. Georgiopoulos.

10.4		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and John P. Tavlarios.

10.5		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and Jeffrey D. Pribor.

10.6		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and John C. Georgiopoulos.

10.7		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and Milton Gonzales.

10.8		Restricted Stock Grant Agreement dated February 9, 2005, between General Maritime Corporation and John M. Ramistella.

10.9		Incentive Stock Option Grant Certificate dated June 11, 2001, between General Maritime Corporation and John M. Ramistella.

10.10		Incentive Stock Option Grant Certificate dated November 28, 2002, between General Maritime Corporation and John M. Ramistella.

10.11		Second Amendment to the Credit Agreement, dated March 25, 2005. (2)

10.12		Employment Agreement dated April 5, 2005, between General Maritime Corporation and Peter C. Georgiopoulos. (3)

10.13		Restricted Stock Grant Agreement dated April 6, 2005, between General Maritime Corporation and Peter C. Georgiopoulos. (3)

10.14		Employment Agreement dated April 22, 2005 between General Maritime Management LLC and John P. Tavlarios. (4)

10.15		Employment Agreement dated April 22, 2005 between General Maritime Management LLC and Jeffrey D. Pribor. (4)

10.16		Employment Agreement dated April 22, 2005 between General Maritime Management LLC and John C. Georgiopoulos. (4)

10.17		General Maritime Corporation Change of Control Severance Program for U.S. Employees. (4)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

Republic of the Marshall Islands		06-159-7083
(State or other jurisdiction incorporation or organization)		(I.R.S. Employer Identification No.)

299 Park Avenue, 2^nd Floor, New York, NY		10171
(Address of principal executive offices)		(Zip Code)

PART I:	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004

	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2005 and 2004

	Consolidated Statement of Shareholders’ Equity (unaudited) for the three months ended March 31, 2005

	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2005 and 2004

	Notes to Consolidated Financial Statements (unaudited)

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

PART II:	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

	GENERAL MARITIME CORPORATION


Date: May 10, 2005	By:	/s/ Peter C. Georgiopoulos
	Peter C. Georgiopoulos

	Chairman, Chief Executive Officer, and President