As filed with the Securities Exchange Commission on November 5, 2004

                                          Registration Statement No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM F-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          EXCEL MARITIME CARRIERS LTD.
             (Exact name of registrant as specified in its charter)

          Liberia                                                 N/A
      (State or other                                      (I.R.S. Employer
      jurisdiction of                                     Identification No.)
     incorporation or
       organization)

          67 Akti Miaouli Street                        Seward & Kissel LLP
               18537 Piraeus                      Attention: Gary J. Wolfe, Esq.
                  Greece                              One Battery Park Plaza
         (011)(30) (210) 459-8692                    New York, New York 10004
     (Address and telephone number of                     (212) 574-1200
Registrant's principal executive offices)          (Name, address and telephone
                                                   number of agent for service)

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

                                   Copies to:
         Excel Maritime Carriers Ltd.             Gary J. Wolfe, Esq.
          Attn: Gabriel Panayotides               Seward & Kissel LLP
            67 Akti Miaouli Street               One Battery Park Plaza
                 18537 Piraeus                   New York, New York 10004
                    Greece                           (212) 574-1200
           (011)(30) (210) 459-8692

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

     Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective as determined by
market conditions and other factors.

     If only securities being registered on the Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective Registration Statement
for the same offering. |_|

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                       Proposed     Proposed
 Title of Each                          Maximum      Maximum
    Class of                           Offering     Aggregate
 Securities to       Amount to be      Price Per    Offering       Amount of
 be Registered      Registered (1)   Security (2)   Price (1)   Registration Fee
- --------------------------------------------------------------------------------
 Class A Common
  Shares, par
  value $ 0.01
 per share (3)
- --------------------------------------------------------------------------------
   Preferred
  Shares, par
  value $ 0.01
  per share (3)
- --------------------------------------------------------------------------------
Debt Securities
     (3)(4)
- --------------------------------------------------------------------------------
   Guarantees
      (5)
- --------------------------------------------------------------------------------
     Total          $200,000,000          100%      $200,000,000      $25,340

- ----------
(1)  Such amount in U.S. dollars or the equivalent thereof in foreign currencies
     as shall  result in an  aggregate  initial  public  offering  price for all
     securities of $200,000,000.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(o)  under the  Securities  Act of 1933.  Pursuant to
     General  Instruction  II(C) of Form F-3, the table does not specify by each
     class information as to the proposed maximum aggregate  offering price. Any
     securities  registered  hereunder  may be sold  separately or as units with
     other  securities  registered  hereunder.  In no event  will the  aggregate
     offering  price of all  securities  sold by Excel  Maritime  Carriers  Ltd.
     pursuant to this registration statement exceed $200,000,000.

(3)  Also includes such  indeterminate  amount of debt  securities and number of
     preferred  shares and common shares as may be issued upon  conversion of or
     in exchange for any other debt securities or preferred  shares that provide
     for conversion or exchange into other securities.

(4)  If any debt securities are issued at an original issue  discount,  then the
     offering  may be in such  greater  principal  amount  as shall  result in a
     maximum aggregate offering price not to exceed $200,000,000.

(5)  The  debt  securities  may be  guaranteed  pursuant  to  guarantees  by the
     subsidiaries of Excel Maritime Carriers Ltd. No separate  compensation will
     be received for the guarantees.  Pursuant to Rule 457(n),  no separate fees
     for the guarantees are payable.

- --------------------------------------------------------------------------------
     The Registrants  hereby amend this  Registration  Statement on such date or
dates as may be  necessary  to delay its  effective  date until the  Registrants
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is permitted.
- --------------------------------------------------------------------------------

                Subject to completion - - dated November __, 2004

                                  $200,000,000

                          Excel Maritime Carriers Ltd.

               Through this prospectus, we may periodically offer:

                       (1)  our common shares

                       (2)  our preferred shares and

                       (3)  our debt securities,  which may be guaranteed by one
                            or more of our subsidiaries.

     The prices  and other  terms of the  securities  that we will offer will be
determined  at the time of their  offering and will be described in a supplement
to this prospectus.

     The aggregate offering price of all securities issued under this prospectus
may not exceed $200,000,000.

     Our common shares are currently listed on the American Stock Exchange under
the symbol "EXM".

     The  securities  issued under this  prospectus  may be offered  directly or
through underwriters,  agents or dealers. The names of any underwriters,  agents
or dealers will be included in a supplement to this prospectus.

     An investment in these securities  involves risks. See the section entitled
"Risk Factors" beginning on page 6.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved these  securities,  or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                The date of this prospectus is November __, 2004

THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.


TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................5
USE OF PROCEEDS...............................................................14
FORWARD LOOKING STATEMENTS....................................................14
CAPITALIZATION................................................................16
PLAN OF DISTRIBUTION..........................................................16
ENFORCEMENT OF CIVIL LIABILITIES..............................................17
DESCRIPTION OF CAPITAL STOCK..................................................18
DESCRIPTION OF DEBT SECURITIES................................................19
EXPENSES......................................................................29
LEGAL MATTERS.................................................................29
EXPERTS.......................................................................29
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................30


In this  prospectus,  "we",  "us",  "our" and the  "Company"  all refer to Excel
Maritime Carriers Ltd. and its subsidiaries.

     Unless otherwise indicated, all dollar references in this prospectus are to
U.S.  dollars and financial  information  presented in this  prospectus  that is
derived  from  financial  statements  incorprated  by  reference  is prepared in
accordance with accounting principles generally accepted in the United States.

     This  prospectus  is part of a  registration  statement  we filed  with the
Securities  Exchange  Commission,  or  Commission,  using a  shelf  registration
process.  Under the shelf registration  process,  we may sell the common shares,
preferred shares and debt securities described in this prospectus in one or more
offerings up to a total dollar amount of $200,000,000.  This prospectus provides
you with a general  description  of the  securities  we may offer.  Each time we
offer  securities,  we will provide you with a prospectus  supplement  that will
describe the specific amounts,  prices and terms of the offered securities.  The
prospectus  supplement may also add, update or change the information  contained
in this  prospectus.  You should read  carefully  both this  prospectus  and any
prospectus supplement, together with the additional information described below.

     This  prospectus  does not  contain  all the  information  provided  in the
registration  statement we filed with the  Commission.  For further  information
about us or the securities offered hereby, you should refer to that registration
statement,  which you can obtain from the  Commission  as described  below under
"Where You Can Find More Information."

                               PROSPECTUS SUMMARY

     This section  summarizes some of the information that is contained later or
in other documents incorporated by reference in this prospectus.  As an investor
or prospective  investor,  you should review  carefully the risk factors and the
more detailed  information that appears later or is contained the documents that
we incorporate by reference.

     We use the term deadweight, or dwt, in describing the size of vessels. Dwt,
expressed in metric tons each of which is equivalent to 1000  kilograms,  refers
to the maximum weight of cargo and supplies that a vessel can carry.

     Gross revenues from vessel operations consist primarily of (i) charter hire
earned under time charter contracts,  where charterers pay a fixed daily charter
hire amount or (ii) charter hire earned under voyage  charter  contracts,  where
charterers  pay a fixed amount per ton of cargo  carried.  Gross  revenues  from
vessel  operations  are also affected by the balance of vessels  employed  under
voyage  charters  and time  charters,  since  daily  voyage  charter  hire rates
typically are higher than the equivalent daily time charter hire rates,  because
in the case of voyage charters the vessel owner, and not the charterer, pays for
voyage  expenses,  which  include port  expenses,  canal dues and fuel  (bunker)
costs.   Accordingly,   year-to-year  comparisons  of  gross  revenues  are  not
necessarily  indicative of a fleet's  performance.  To more  accurately  compare
voyage  charter  hire  rates  to time  charter  hire  rates,  shipping  industry
participants refer to time charter equivalents, or TCEs, which are gross revenue
per day under a voyage  charter,  less the related  commissions and voyage costs
payable by the vessel owner.

Our Company

     We currently own and operate a fleet of 5 dry bulk carriers,  consisting of
Capesize,  Handymax and Handysize  vessels,  representing a carrying capacity of
approximately 358,000 dwt. We refer to these 5 vessels as our initial fleet. Our
Handymax and Handysize  vessels carry steel products,  fertilizers and other dry
bulk cargoes.

Our  business  strategy  is to  expand  our  fleet to make our dry bulk  carrier
business more cost efficient and more attractive to our customers. In accordance
with this strategy,  we intend to purchase additional vessels in the open market
as market conditions warrant.

     We are focused on building and maintaining enduring  relationships with our
customers  and  other  participants  in  the  international   shipping  industry
including brokers, suppliers, classification societies, insurers and others.

     We believe that we have  established  a reputation in the dry bulk shipping
industry  for  operating  and  maintaining  our  fleet  with high  standards  of
performance,  reliability and safety. Currently, our most significant customers,
and the percentage of our gross revenues we derived from them in 2003 include:

          --------------------------------------
          Charterer                         2003

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

          Malissa SCTT                      25%
          Swissmarine-Geneva                11%
          Oldendorff  Carriers GMBH & Co.   11%
          KG
          Noble Shipping, Inc.              10%
          ======================================

     Our current fleet deployment  strategy is to operate in the spot market and
short-term  time charter  which  provides  better  opportunities  for  increased
earnings in strong charter markets as opposed to longer term charters. From time
to time,  our  management  will  change our fleet  deployment  strategy  between
operating  in the spot market and in the time  charter  market  according to the
then prevailing and expected dry bulk shipping charter market conditions.

Competitive Strengths

     We  believe  that we  possess  a number  of  competitive  strengths  in our
industry:

o    Experienced Management Team. Our management team has significant experience
     in operating dry bulk carriers and expertise in all aspects of  commercial,
     technical,  operational  and financial  areas of our business,  promoting a
     focused  marketing effort,  tight quality and cost controls,  and effective
     operations and safety monitoring.

o    Strong  Customer  Relationships.  We have  strong  relationships  with  our
     customers and  charterers  that we believe are the result of the quality of
     our  fleet and our  reputation  for  dependability.  The  Company,  through
     Maryville Maritime Inc. ("Maryville"),  our management subsidiary, has many
     long-established customer relationships, and management believes it is well
     regarded within the international  shipping  community.  During the past 15
     years,  vessels  managed by  Maryville  have been  repeatedly  chartered by
     subsidiaries of major dry bulk operators. In 2003, we derived approximately
     57% of our gross revenues from four charterers.

o    Cost  Efficient   Operations.   We  historically   operated  our  fleet  at
     competitive costs by carefully selecting second hand vessels, competitively
     commissioning and actively  supervising cost efficient shipyards to perform
     repair,   reconditioning  and  systems  upgrading  work,  together  with  a
     proactive  preventive  maintenance  program  both  ashore  and at sea,  and
     employing  professional,  well  trained  masters,  officers  and crews.  We
     believe that this combination has allowed us to minimize  off-hire periods,
     effectively manage insurance costs and control overall operating expenses.

Corporate Structure

     We own  each of our  vessels  through  separate  wholly-owned  subsidiaries
incorporated  in  Liberia.  The  operations  of our vessels are managed by Excel
Management Ltd., an affiliated Liberian  corporation formed on January 13, 1998,
which provides us with a wide range of shipping  services at a fixed monthly fee
per  vessel.  These  services  include  technical  management,  such as managing
day-to-day  vessel  operations  including  supervising  the crewing,  supplying,
maintaining  and  drydocking  of  vessels,   commercial   management   regarding
identifying  suitable  vessel  charter   opportunities  and  certain  accounting
services. With the exception of the accounting services, Excel Management,  Ltd.
subcontracts all of these services to Maryville, our wholly-owned subsidiary.

     The names of our wholly-owned  subsidiaries that own vessels and the vessel
each owns are as follows:

          ------------------------------------------
          Centel Shipping Co. Ltd.    Lady
          ------------------------------------------
          Maldex Shipping Co. Ltd.    Almar
          ------------------------------------------
          Becalm Shipping Co. Ltd.    Fighting Lady
          ------------------------------------------
          Tortola Shipping Co. Ltd.   Lucky Lady
          ------------------------------------------
          Storler Shipping Co. Ltd.   Petalis
          ------------------------------------------


          On October 22, 2004, one of our wholly-owned subsidiaries,  Liegh Jane
Navigation  S.A.,  entered  into a  Memorandum  of  Agreement,  or MOA,  for the
purchase  of the 37,687 dwt bulk  carrier MV Jedi  Knight with the owner of that
vessel, an unaffiliated  third party. The vessel was built in 1984 in Japan. The
purchase  price for MV Jedi  Knight  (which  will be renamed MV Swift  after the
purchase  is  complete)  is  US$11,850,000  (plus  payment for all fuel oils and
lubricants  remaining on board at the time of delivery).  On November 1, 2004 we
paid 15% of the purchase price, or US$1,777,500,  as a down payment. The balance
of the amounts due the seller  under the MOA are  payable at  delivery.  The MOA
provides  that the vessel will be  delivered,  at the seller's  option,  between
December 1, 2004 and January 31, 2005.  The MOA is not subject to our inspection
of the vessel,  which we  completed in October  2004.  Under the MOA we have the
option to cancel  the  purchase  of the  vessel  before  delivery  if the seller
informs us prior to January 31, 2005 that the vessel  will not be  delivered  by
that date. If we provide a notice of cancellation to the seller,  the seller has
a short grace period to complete  delivery before the purchase is cancelled.  In
the event  the  seller  does not  deliver  the  vessel  after we give  notice of
cancellation,  the entire down payment plus accrued interest will be returned to
us,  and the  seller is  required  to  compensate  us for any loss and  expenses
incurred by us under certain circumstances.

     Excel  Maritime  Carriers  Ltd.  was  incorporated  under  the  laws of The
Republic of Liberia on November 2, 1988.  We maintain  our  principal  executive
offices at 67 Akti Miaouli Street, 185 37, Piraeus, Greece. Our telephone number
at that address is (011) (30) (210) 45 98 692.

The Securities We May Offer

     We may use this prospectus to offer up to $200,000,000 of:

     o    common shares,

     o    preferred shares and

     o    debt  securities,  which  may be  guaranteed  by one  or  more  of our
          subsidiaries.

     A prospectus supplement will describe the specific types, amounts,  prices,
and detailed terms of any of these offered  securities and may describe  certain
risks  associated  with  an  investment  in the  securities.  Terms  used in the
prospectus  supplement  will have the  meanings  described  in this  prospectus,
unless otherwise specified.

                                  RISK FACTORS

     The  following  risk  factors  and  other  information   included  in  this
prospectus should be carefully  considered before making an investment decision.
You should also  consider  carefully the risks set forth under the heading "Risk
Factors" in any prospectus supplement before investing in the securities offered
thereby.  The risks and  uncertainties  described below are not the only ones we
face.  Additional risks and  uncertainties  not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks occur, our business, financial condition,  operating results and
cash flows could be materially  adversely  affected and the trading price of our
securities could decline.

INDUSTRY SPECIFIC RISK FACTORS

The  cyclical  nature of the shipping  industry may lead to volatile  changes in
freight rates and vessel values which may adversely affect our profitability

     We are an  independent  shipping  company  that  operates  in the dry  bulk
shipping  markets.  One of the factors  that  impacts our  profitability  is the
freight  rates we are able to charge.  The  supply of and  demand  for  shipping
capacity strongly  influences freight rates. The demand for shipping capacity is
determined  primarily by the demand for the type of commodities  carried and the
distance that those commodities must be moved by sea. The demand for commodities
is affected by, among other  things,  world and regional  economic and political
conditions  (including  developments  in  international  trade,  fluctuations in
industrial  and  agricultural  production  and armed  conflicts),  environmental
concerns,  weather  patterns,  and changes in seaborne and other  transportation
costs. The size of the existing fleet in a particular  market, the number of new
building  deliveries,  the  scrapping of older vessels and the number of vessels
out of active service (i.e. laid-up,  dry-docked,  awaiting repairs or otherwise
not available for hire),  determines the supply of shipping  capacity,  which is
measured by the amount of suitable tonnage available to carry cargo.

     In addition to the prevailing and anticipated  freight rates,  factors that
affect the rate of  newbuilding,  scrapping  and laying-up  include  newbuilding
prices,  second hand vessel values in relation to scrap prices, costs of bunkers
and other operating costs, costs associated with classification society surveys,
normal maintenance and insurance coverage, the efficiency and age profile of the
existing fleet in the market and government and industry  regulation of maritime
transportation  practices,   particularly   environmental  protection  laws  and
regulations.  These  factors  influencing  the supply of and demand for shipping
capacity are outside of our control,  and we cannot  predict the nature,  timing
and degree of changes in industry conditions.

Due  to  the  fact  that  the  market   value  of  our  vessels  may   fluctuate
significantly,  we may incur  losses when we sell  vessels  which may  adversely
affect our earnings

     The market  value of our vessels can  fluctuate  significantly.  The market
value of our  vessels may  increase  and  decrease  depending  on the  following
factors:

     o    general  economic  and  market   conditions   affecting  the  shipping
          industry;

     o    supply of dry bulk vessels;

     o    demand for dry bulk vessels;

     o    competition from other shipping companies;

     o    types and sizes of vessels;

     o    other modes of transportation;

     o    cost of newbuildings;

     o    prevailing level of charter rates; and

     o    technological advances.

     Any  determination  that a vessel's future limited useful life and earnings
requires an impairment of its value on our financial  statements could result in
a charge against our earnings and the reduction of our shareholder's  equity. If
for any reason we sell our vessels at a time when prices have  fallen,  the sale
may be less than the vessel's carrying amount on our financial  statements,  and
we would incur a loss and a reduction in earnings.

If we violate  environmental  laws or regulations,  the resulting  liability may
adversely affect our earnings and financial condition

     Our business and the  operation of our vessels are  materially  affected by
government regulation in the form of international conventions,  national, state
and  local  laws and  regulations  in force in the  jurisdictions  in which  the
vessels operate,  as well as in the country or countries of their  registration.
Because such  conventions,  laws, and regulations  are often revised,  we cannot
predict  the  ultimate  cost  of  complying  with  such  conventions,  laws  and
regulations  or the impact  thereof on the  resale  price or useful  life of our
vessels. Additional conventions, laws and regulations may be adopted which could
limit our ability to do business or increase the cost of our doing  business and
which may materially adversely affect our operations. We are required by various
governmental and quasi-governmental agencies to obtain certain permits, licenses
and certificates with respect to our operations.

     The operation of our vessels is affected by the  requirements  set forth in
the IMO's  International  Management  Code for the Safe  Operation  of Ships and
Pollution  Prevention  (the "ISM Code").  The ISM Code requires  shipowners  and
bareboat  charterers  to develop and  maintain an extensive  "Safety  Management
System"  that  includes the  adoption of a safety and  environmental  protection
policy  setting  forth  instructions  and  procedures  for  safe  operation  and
describing  procedures for dealing with emergencies.  The failure of a shipowner
or bareboat  charterer  to comply  with the ISM Code may  subject  such party to
increased liability,  may decrease available insurance coverage for the affected
vessels,  and may  result in a denial of access  to, or  detention  in,  certain
ports. Currently, each of our applicable vessels is ISM code-certified. However,
there  can  be  no  assurance  that  such   certification   will  be  maintained
indefinitely.

     The  European  Union  is  considering  legislation  that  will  affect  the
operation  of  vessels  and the  liability  of owners for oil  pollution.  It is
difficult  to  predict  what  legislation,  if any,  may be  promulgated  by the
European Union or any other country or authority.

     Although the United  States is not a party  thereto,  many  countries  have
ratified and follow the liability  scheme  adopted by the IMO and set out in the
International  Convention on Civil Liability for Oil Pollution Damage,  1969, as
amended  (the  "CLC"),   and  the  Convention  for  the   Establishment   of  an
International  Fund  for  Oil  Pollution  of  1971,  as  amended.   Under  these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused  on the  territorial  waters  of a  contracting  state  by  discharge  of
persistent oil, subject to certain complete defences. Many of the countries that
have  ratified  the CLC have  increased  the  liability  limits  through  a 1992
Protocol to the CLC. The liability  limits in the  countries  that have ratified
this Protocol are currently approximately $4.0 million plus approximately $566.0
per gross  registered ton above 5,000 gross tons with an approximate  maximum of
$80.5 million per vessel,  with the exact amount tied to a unit of account which
varies  according  to a basket of  currencies.  The right to limit  liability is
forfeited under the CLC where the spill is caused by the owner's actual fault or
privity and, under the 1992  Protocol,  where the spill is caused by the owner's
intentional or reckless  conduct.  Vessels  trading to  contracting  states must
provide  evidence of insurance  covering the limited  liability of the owner. In
jurisdictions where the CLC has not been adopted, various legislative schemes or
common law govern, and liability is imposed either on the basis of fault or in a
manner similar to the CLC.

     We currently maintain for each of our vessels pollution  liability coverage
insurance  in the amount of $1  billion  per  incident.  If the  damages  from a
catastrophic spill exceeded our insurance coverage, it would severely hurt us.

Inspection by classification society

     The hull and  machinery  of every  commercial  vessel  must be classed by a
classification society authorised by its country of registry. The classification
society  certifies  that a vessel is safe and seaworthy in  accordance  with the
applicable  rules and  regulations  of the country of registry of the vessel and
the  Safety of Life at Sea  Convention.  The  Company's  vessels  are  currently
enrolled with Bureau Veritas ("BV") and the American Bureau of Shipping ("ABS").
BV has awarded ISM certification to Maryville and the Company's vessels.

     A vessel must  undergo  Annual  Surveys,  Intermediate  Surveys and Special
Surveys.  In  lieu  of a  Special  Survey,  a  vessel's  machinery  may  be on a
continuous   survey  cycle,   under  which  the  machinery   would  be  surveyed
periodically over a five-year  period.  Our vessels are on Special Survey cycles
for hull inspection and continuous survey cycles for machinery inspection. Every
vessel is also required to be dry-docked every two to three years for inspection
of the underwater  parts of such vessel.  Generally,  we will make a decision to
scrap a vessel or continue  operations  at the time of a vessel's  fifth Special
Survey.

World  events  outside our  control may  negatively  affect our  operations  and
financial condition

     Terrorist attacks such as the attacks on the United States on September 11,
2001 and the United States' continuing response to these attacks, as well as the
threat of future terrorist attacks,  continues to cause uncertainty in the world
financial  markets may affect our business,  results of operations and financial
condition.  The recent conflict in Iraq may lead to additional acts of terrorism
and armed conflict  around the world,  which may contribute to further  economic
instability in the global  financial  markets.  These  uncertainties  could also
adversely affect our ability to obtain additional  financing on terms acceptable
to us or at all.

     Terrorist attacks,  such as the attack on the m.t. Limburg in October 2002,
may in the future also negatively affect our operations and financial  condition
and directly impact our vessels or our customers. Future terrorist attacks could
result in increased volatility of the financial markets in the United States and
globally and could result in an economic  recession in the United  States or the
world.  Any of these  occurrences  could have a material  adverse  impact on our
operating results, revenue, and costs.

COMPANY SPECIFIC RISK FACTORS

We are dependent on spot voyages in the volatile shipping markets

     We  currently  charter our vessels on a spot  charter and  short-term  time
charter  basis. A time charter is a charter with a term of less than six months.
Although  dependence on spot  charters is not unusual in the shipping  industry,
the spot  charter  and time  charter  markets are highly  competitive  and rates
within those markets may fluctuate  significantly  based upon available charters
and the supply of and demand for sea borne shipping capacity. While our focus on
the spot  charter  market  may  enable  us to  benefit  if  industry  conditions
strengthen, we must consistently procure spot charter business. Conversely, such
dependence makes us vulnerable to declining market rates for spot charters.

     Moreover,  to the extent our  vessels  are  employed in the spot market our
operating costs will be more significantly  impacted by increases in the cost of
bunkers  (fuel).  Unlike time charters in which the  charterer  bears all of the
bunker costs,  in spot market voyages we bear the bunker  charges.  As a result,
increases in bunker  charges in any given  period could have a material  adverse
effect on our cash flow and  results of  operations  for the period in which the
increase occurs.

     There can be no  assurance  that we will be  successful  in keeping all our
vessels  fully  employed  in these  short-term  markets or that  future spot and
short-term charter rates will be sufficient to enable our vessels to be operated
profitably.

We face strong competition

     We obtain charters for our vessels in highly  competitive  markets in which
our market share is  insufficient  to enforce any degree of pricing  discipline.
Although we believe  that no single  competitor  has a dominant  position in the
markets in which we compete,  certain  competitors may be able to devote greater
financial and other resources to their  activities  than we can,  resulting in a
significant competitive threat to us.

     Therefore,  there can be no  assurance  that we will  continue  to  compete
successfully  with our  competitors  or that  these  factors  will not erode our
competitive position in the future.

Risks  associated  with the  purchase  and  operation of second hand vessels may
affect our results of operations

     We acquired all of our vessels  second hand,  and we estimate  their useful
lives to be 28 years,  depending  on various  market  factors  and  management's
ability to comply with government and industry regulatory requirements.  Part of
our business strategy includes the continued  acquisition of second hand vessels
when we find attractive opportunities.

     In  general,  expenditures  necessary  for  maintaining  a  vessel  in good
operating  condition  increase as a vessel  ages.  Second hand  vessels may also
develop  unexpected  mechanical and operational  problems  despite  adherence to
regular survey schedules and proper maintenance. Cargo insurance rates also tend
to  increase   with  a  vessel's   age,  and  older  vessels  tend  to  be  less
fuel-efficient  than newer vessels.  While the difference in fuel consumption is
factored  into the freight  rates that our older  vessels  earn,  if the cost of
bunker fuels were to increase significantly,  it could disproportionately affect
our  vessels  and  significantly  lower our  profits.  In  addition,  changes in
governmental regulations, safety or other equipment standards may require

o    expenditures for alterations to existing equipment;

o    the addition of new equipment; or

o    restrictions on the type of cargo a vessel may transport.

     Future market  conditions may not justify such expenditures or enable us to
operate our vessels profitably during the remainder of their economic lives.

A decline in the market value of our vessels  could lead to a default  under our
loan agreements and the loss of our vessels

     When the  market  value of a vessel  declines,  it reduces  our  ability to
refinance the  outstanding  debt or obtain  future  financing.  Also,  declining
vessel  values  could  cause us to  breach  of some of the  covenants  under our
financing  agreements.  In such an event, if we are unable to pledge  additional
collateral, or obtain waivers from the lenders, the lenders could accelerate the
debt and in general  foreclose on our vessels.  In general,  if we are unable to
service our debt, it may have vessels repossessed by its lenders.

Servicing our debt limits funds  available  for other  purposes and if we cannot
service our debt, we may lose our vessels

     We must  dedicate a large part of our cash flow from  operations  to paying
principal and interest on our indebtedness.  These payments limit the funds that
are available to us for working capital, capital expenditures and other purposes
and if we cannot service our debt, we may lose our vessels.

Our loan agreements contain restrictive  covenants which may limit our liquidity
and corporate  activities and prevent proper service of debt, which could result
in the loss of our vessels

     Our loan agreements impose significant operating and financial restrictions
on us. These restrictions may limit our ability to:

     o    incur additional indebtedness;

     o    create liens on our assets;

     o    sell capital stock of our subsidiaries;

     o    make investments;

     o    engage in mergers or acquisitions;

     o    pay dividends and make capital expenditures;

     o    change the management of our vessels or terminate or materially  amend
          the management agreement relating to each vessel; and

     o    sell our vessels.

     Therefore,  we may need to seek  permission  from our  lenders  in order to
engage in some corporate  actions.  Our lenders' interests may be different from
ours  and we  cannot  guarantee  that we will be  able to  obtain  our  lenders'
permission when needed.  This may prevent us from taking actions that are in our
best interest.

We depend upon a few significant customers for a large part of our revenues. The
loss of one or more of these  customers  could  adversely  affect our  financial
performance

     We have historically derived a significant part of our revenue from a small
number of  charterers.  During 2002, we derived  approximately  36% of our gross
revenues from three charterers, and during 2003, we derived approximately 57% of
our gross revenues from four charterers.

Our ability to successfully  implement our business plans depends on our ability
to obtain additional financing, which may affect the value of your investment in
the company

     We will require  substantial  additional capital to fund the acquisition of
additional  vessels and to implement  our business  plans.  We cannot be certain
that  sufficient  financing will be available on terms that are acceptable to us
or at all.  If we cannot  raise the  capital  we need in a timely  manner and on
acceptable  terms,  we may not be able  to  acquire  the  vessels  necessary  to
implement our business plans and  consequently  you may lose some or all of your
investment in the company.

     While we expect that a significant  portion of the capital resources needed
to  acquire  vessels  will be  through  long term debt  financing,  we may raise
additional funds through  additional equity offerings.  New equity investors may
dilute the percentage of the ownership interest of existing  shareholders in the
company.  Sales or the possibility of sales of substantial  amounts of shares of
our common stock in the public markets could  adversely  affect the market price
of our common stock.

We may not effectively manage our growth

     The  success  of  implementing  our  business  plans  will  require  us  to
effectively manage the anticipated the growth of our company. We may not be able
to continue to manage  effectively the expansion of our operations.  Our ability
to expand involves a number of risks and uncertainties, including our ability to
obtain the  required  capital  resources  to acquire our vessels and continue to
develop our management team. The failure to grow our company  effectively  could
materially and adversely affect our operating results.

Purchasing and operating  secondhand  vessels may result in increased  operating
costs which could adversely affect our earnings

     Acquisitions  of second  hand  vessels  have  several  risks.  In  general,
expenditures  necessary  for  maintaining a vessel in good  operating  condition
increase as a vessel  ages.  Second hand  vessels  may also  develop  unexpected
mechanical  and  operational   problems  despite  adherence  to  regular  survey
schedules and proper  maintenance.  Cargo  insurance rates also tend to increase
with a vessel's  age,  and older  vessels  tend to be less  fuel-efficient  than
younger vessels. Depending on various market factors and management's ability to
comply with  government  and industry  regulatory  requirements,  the  remaining
useful life of second hand vessels may be  significantly  shorter than presently
anticipated.

Risk of loss and insurance may affect our results

     Adverse  weather  conditions,   mechanical  failures,   human  error,  war,
terrorism,  piracy and other circumstances and events create an inherent risk of
catastrophic  marine  disasters  and  property  loss  in  the  operation  of any
ocean-going  vessel.  In  addition,  business  interruptions  due  to  political
circumstances in foreign countries,  hostilities,  labour strikes,  and boycotts
may occur. Any such event may adversely affect our operations and result in loss
of revenues or increased costs.

     We carry  insurance to protect against most of the  accident-related  risks
involved in the conduct of our business and we maintain environmental damage and
pollution  insurance  coverage.  We maintain  hull and  machinery  and war risks
insurance,  which  includes the risk of actual or  constructive  total loss, and
protection and indemnity insurance with mutual assurance associations. We do not
carry  insurance  covering the loss of revenue  resulting  from vessel  off-hire
time.  There are no  assurances  that all covered risks are  adequately  insured
against,  that  any  particular  claim  will  be paid or that we will be able to
procure  adequate  insurance  coverage at commercially  reasonable  rates in the
future.  More stringent  environmental  regulations in the past have resulted in
increased  costs  for  insurance  against  the risk of  environmental  damage or
pollution.  In the  future,  we may be  unable  to  procure  adequate  insurance
coverage to protect us against environmental damage or pollution.

     Our business is affected by a number of risks, including mechanical failure
of our vessels,  collisions,  property loss to the vessels, cargo loss or damage
and business  interruption due to political  circumstances in foreign countries,
hostilities  and labor strikes.  In addition,  the operation of any  ocean-going
vessel is subject to the inherent  possibility of catastrophic  marine disaster,
including  oil  spills  and other  environmental  mishaps,  and the  liabilities
arising  from  owning and  operating  vessels in  international  trade.  OPA, by
imposing  potentially  unlimited  liability upon owners,  operators and bareboat
charterers  for certain oil pollution  accidents in the U.S., has made liability
insurance  more  expensive  for ship  owners and  operators  and has also caused
insurers to consider reducing available liability coverage.

     We do not carry  insurance  covering  the loss of  revenue  resulting  from
vessel  off-hire  time.  We believe that our  insurance  coverage is adequate to
protect it against most  accident-related  risks  involved in the conduct of our
business and that we maintain  appropriate  levels of  environmental  damage and
pollution  insurance coverage.  Currently,  the available amount of coverage for
pollution  is $1.0  billion  for dry bulk  carriers  per  vessel  per  incident.
However,  there  can be no  assurance  that all  risks  are  adequately  insured
against,  that  any  particular  claim  will  be paid or that we will be able to
procure adequate insurance coverage at commercially reasonable rates.

Existing  shareholders can exert  considerable  control over us, which may limit
your ability to influence our actions

     Our Class B common shares have 1,000 votes per share and our Class A common
shares,  which are the common shares that will be sold through this  prospectus,
have one vote per share. Existing shareholders, including our executive officers
and  directors,  together  own 100% of our  outstanding  Class B common  shares,
representing  approximately  91% of the voting power of our outstanding  capital
stock.

     Because of the dual class  structure of our common  shares,  the holders of
Class B common  shares  have the  ability to control and will be able to control
all matters  submitted to our stockholders for approval even if they come to own
less than 50% of our outstanding common shares. While the existing  shareholders
have no agreement,  arrangement or understanding relating to the voting of their
shares of common stock, they will have the power to exert considerable influence
over our actions.

     Argon S.A. owns  approximately 42% of our outstanding Class A common shares
and  none  of our  outstanding  Class B  common  shares,  together  representing
approximately  3.8% of the voting power of our outstanding  capital stock. Argon
S.A. is holding the shares pursuant to a trust in favor of Starling  Trading Co,
a corporation, whose sole shareholder is Ms. Ismini Panayotides, the daughter of
our  Chairman,  Mr.  Panayotides.  Ms.  Panayotides  has no power of  voting  or
disposition  of these shares,  and she has  disclaimed  beneficial  ownership of
these shares.

Maritime claimants could arrest our vessels, which could interrupt our cash flow

     Crew  members,  suppliers  of goods and  services to a vessel,  shippers of
cargo and other  parties may be entitled to a maritime lien against a vessel for
unsatisfied  debts,   claims  or  damages.  In  many  jurisdictions  a  maritime
lienholder  may  enforce  its lien by  arresting  a vessel  through  foreclosure
proceedings.  The  arrest  or  attachment  of one or more of our  vessels  could
interrupt our cash flow and require us to make significant  payments to have the
arrest lifted.

     In addition, in some jurisdictions, such as South Africa, under the "sister
ship"  theory of  liability,  a  claimant  may arrest  both the vessel  which is
subject to the claimant's  maritime lien and any "associated"  vessel,  which is
any vessel owned or controlled by the same owner.  Claimants could try to assert
"sister ship"  liability  against one vessel in our fleet for claims relating to
another of our ships.

Governments  could  requisition our vessels during a period of war or emergency,
resulting in loss of earnings

     A government could requisition for title or seize our vessels.  Requisition
for title  occurs when a  government  takes  control of a vessel and becomes her
owner.  Also, a government could  requisition our vessels for hire.  Requisition
for hire  occurs when a  government  takes  control of a vessel and  effectively
becomes her charterer at dictated charter rates.  Generally,  requisitions occur
during a period of war or emergency.  Government  requisition  of one or more of
our vessels would negatively impact our revenues.

Our  operations  outside the United  States  expose us to global  risks that may
interfere with the operation of our vessels

     We are an  international  company  and  primarily  conduct  our  operations
outside  the  United  States.  Changing  economic,  political  and  governmental
conditions  in the  countries  where we are  engaged  in  business  or where our
vessels are registered affect us. In the past,  political  conflicts resulted in
attacks on vessels, mining of waterways and other efforts to disrupt shipping in
the area.  For  example,  in October  2002,  the VLCC  Limburg  was  attacked by
terrorists in Yemen.  Acts of terrorism  and piracy have also  affected  vessels
trading in regions such as the South China Sea.  Following the terrorist  attack
in New York City on September 11, 2001, and the military  response of the United
States, the likelihood of future acts of terrorism may increase, and our vessels
may face higher risks of being  attacked.  In addition,  future  hostilities  or
other political  instability in regions where our vessels trade could affect our
trade patterns and adversely affect our operations and performance.

We may have to pay tax on United  States source  income,  which would reduce our
earnings

     Under the United States Internal  Revenue Code of 1986, or the Code, 50% of
the gross shipping income of a vessel owning or chartering corporation,  such as
ourselves and our  subsidiaries,  that is  attributable to  transportation  that
begins or ends,  but that does not both begin and end,  in the United  States is
characterized  as United States source  shipping  income and such income will be
subject to a 4% United States  federal  income tax , unless that  corporation is
entitled  to a  special  tax  exemption  under  the Code  which  applies  to the
international shipping income derived by some non-United States corporations. We
expect  that we and each of our  subsidiaries  qualify  for this  statutory  tax
exemption and we will take this position for United States tax return  reporting
purposes.  However,  there are several risks that could cause us to become taxed
on our United  States  source  shipping  income.  Our  largest  shareholder  has
holdings of approximately 42% of our outstanding shares. There is a risk that we
could no longer qualify under the statutory tax exemption if this shareholder or
other  shareholders  with a five percent or greater  interest were to combine to
own  50% or more of our  outstanding  common  shares.  In  addition,  due to the
factual  nature  of the  issues  involved,  we can  give  no  assurances  on our
tax-exempt status or that of any of our subsidiaries.

     If we or our  subsidiaries are not entitled to this statutory tax exemption
for any taxable year, we or our subsidiaries  would be subject for any such year
to a 4% United States  federal  income tax on our United States source  shipping
income.  The  imposition  of this taxation  would have a negative  effect on our
business and would result in decreased  earnings  available for  distribution to
our shareholders.

Because we generate all of our revenues in U.S.  dollars but incur a significant
portion of our expenses in other currencies,  exchange rate  fluctuations  could
hurt our results of operations

     We generate all of our revenues in U.S. dollars but incur approximately 30%
of our vessel  operating  expenses in currencies other than U.S.  dollars.  This
variation in operating  revenues and expenses could lead to  fluctuations in net
income  due to  changes in the value of the U.S.  dollar  relative  to the other
currencies,  in particular the Japanese yen, the Euro, the Singapore  dollar and
the British pound  sterling.  Expenses  incurred in foreign  currencies  against
which the U.S. dollar falls in value can increase,  decreasing our revenues.  We
do not hedge these risks. Our operations could suffer as a result.

Because we are a foreign  corporation,  you may not have the same  rights that a
shareholder in a U.S. corporation may have

     We are a Liberian corporation. Our articles of incorporation and bylaws and
the  Business  Corporation  Act of Liberia  1976 govern our  affairs.  While the
Liberian Business  Corporation Act resembles  provisions of the corporation laws
of a number of states in the  United  States,  Liberian  law does not as clearly
establish your rights and the fiduciary  responsibilities of our directors as do
statutes and judicial precedent in some U.S.  jurisdictions.  However, while the
Liberian  courts  generally  follow U.S.  court  precedent,  there have been few
judicial cases in Liberia  interpreting the Liberian  Business  Corporation Act.
Investors may have more difficulty in protecting  their interests in the face of
actions by the  management,  directors or  controlling  shareholders  than would
shareholders  of a corporation  incorporated  in a U.S.  jurisdiction  which has
developed a substantial body of case law.

Because most of our employees are covered by industry-wide collective bargaining
agreements, failure of industry groups to renew those agreements may disrupt our
operations and adversely affect our earnings

     We employ  approximately  131 seafarers and 24 land-based  employees in our
Athens office.  The employees in Athens are covered by industry-wide  collective
bargaining agreements that set basic standards.  We cannot assure you that these
agreements  will prevent  labor  interruptions.  Any labor  interruptions  could
disrupt our operations and harm our financial performance.

Our vessels may suffer damage and we may face unexpected  drydocking costs which
could affect our cash flow and financial condition

     If our vessels suffer damage,  they may need to be repaired at a drydocking
facility. The costs of drydock repairs are unpredictable and can be substantial.
We may have to pay  drydocking  costs that our  insurance  does not cover.  This
would decrease earnings.

                                 USE OF PROCEEDS

     Unless we specify otherwise in any prospectus supplement,  we intend to use
the net proceeds from the sale of securities  offered by this prospectus to make
vessel  acquisitions  and for capital  expenditures,  repayment of indebtedness,
working capital, and general corporate purposes.

                           FORWARD LOOKING STATEMENTS

     Matters   discussed  in  this  document  may   constitute   forward-looking
statements.  The Private Securities  Litigation Reform Act of 1995 provides safe
harbor  protections  for  forward-looking   statements  in  order  to  encourage
companies   to   provide   prospective   information   about   their   business.
Forward-looking  statements  include  statements  concerning plans,  objectives,
goals, strategies,  future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.

     We desire to take  advantage of the safe harbor  provisions  of the Private
Securities  Litigation  Reform  Act of 1995 and are  including  this  cautionary
statement in connection with this safe harbor legislation. This document and any
other  written  or oral  statements  made  by us or on our  behalf  may  include
forward-looking  statements  which  reflect  our current  views with  respect to
future  events and financial  performance.  The words  "believe,"  "anticipate,"
"intend," "estimate," "forecast," "project," "plan," "potential," "will," "may,"
"should," "expect" and similar expressions identify forward-looking statements.

     The  forward-looking  statements  in this  document  are based upon various
assumptions,  many of which  are  based,  in  turn,  upon  further  assumptions,
including without limitation,  management's  examination of historical operating
trends,  data  contained  in our  records  and other data  available  from third
parties.  Although we believe that these  assumptions were reasonable when made,
because these  assumptions are inherently  subject to significant  uncertainties
and  contingencies  which are  difficult or impossible to predict and are beyond
our  control,  we cannot  assure you that we will  achieve or  accomplish  these
expectations, beliefs or projections.

     In addition to these important factors and matters  discussed  elsewhere in
this  prospectus,  and  in the  documents  incorporated  by  reference  in  this
prospectus,  important  factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements include
the strength of world  economies  and  currencies,  general  market  conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the dry bulk vessel  market,  changes in the  company's  operating  expenses,
including bunker prices, drydocking and insurance costs, changes in governmental
rules and regulations or actions taken by regulatory authorities including those
that may  limit  the  commercial  useful  lives of dry bulk  vessels,  potential
liability from pending or future litigation,  general domestic and international
political  conditions,  potential disruption of shipping routes due to accidents
or political events,  and other important factors described from time to time in
the reports we file with the Securities and Exchange Commission and the New York
Stock  Exchange.  We  caution  readers  of this  prospectus  and any  prospectus
supplement  not to place  undue  reliance on these  forward-looking  statements,
which speak only as of their  dates.  We undertake  no  obligation  to update or
revise any forward-looking statements.

                       RATIO OF EARNINGS TO FIXED CHARGES
                                   (Unaudited)

     The  following  table sets forth our ratio of earnings to fixed charges for
each of the preceding five fiscal years.

                                                     FISCAL YEAR(1)
                                          -------------------------------------
                                                 Year Ended December 31,
                                          -------------------------------------
                             Nine months
                                ended
                              September
                               30, 2004   2003     2002    2001    2000    1999
                               --------   ----     ----    ----    ----    ----
Ratio of earnings to fixed
charges                         109.16x   20.9x    2.6x    0.9x    3.1x    4.9x

Ratio of earnings to combined
fixed charges and preferred
stock dividends(1)              109.16x   20.9x    2.6x    0.9x    3.1x    4.9x

Dollar Amount (in thousands)
of Deficiency in Earnings to

Fixed Charges                    N/A       N/A     N/A     $195     N/A     N/A

- ----------
(1)  We have not issued any preferred stock as of the date of this prospectus.

For purposes of computing the  consolidated  ratio of earnings to fixed charges,
earnings  consist of net income before equity income plus interest  expensed and
amortization of capitalized  expenses  relating to indebtedness  and distributed
income of equity  investees.  Fixed  charges  consist of interest  expensed  and
amortization of capitalized expenses relating to indebtedness.


                                 CAPITALIZATION

                                                        As of September 30, 2004
                                                               (unaudited)
                                                                 Actual
                                                         (Dollars in thousands)

Debt:
  Current portion of long-term debt                                $2,140

  Total long-term debt, net of current portion                      4,265

     Total debt                                                     6,405

Shareholder's equity:
  Preferred shares, $0.01 par value;
  5,000,000 shares authorized, none issued 0

  Common shares, $0.01 par value;
  Class A:
  49,000,000 shares authorized,
  11,496,153 issued                                                   115
  Class B:
  1,000,000 shares authorized,
  114,946 issued                                                        1

  Additional paid-in capital                                       12,087
  [Less Treasury Stock]                                              (187)

  Warrants and options                                                  0

  Accumulated other comprehensive
  income (loss)                                                         0

  Retained earnings                                                24,538
                                                                  -------

     Total Shareholder's equity                                    36,554
                                                                  -------

     Total Capitalization                                         $42,959
                                                                  =======

                              PLAN OF DISTRIBUTION

     We may sell or  distribute  the  securities  included in this  Registration
Statement  through   underwriters,   through  agents,  to  dealers,  in  private
transactions, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.

     In  addition,  we may sell some or all of the  securities  included in this
Registration Statement through:

          o    a block  trade in which a  broker-dealer  may resell a portion of
               the block, as principal, in order to facilitate the transaction;

          o    purchases by a  broker-dealer,  as  principal,  and resale by the
               broker-dealer for its account; or

          o    ordinary  brokerage  transactions  and  transactions  in  which a
               broker solicits purchasers.

     We may enter into hedging transactions with respect to our securities.  For
example, we may:

          o    enter  into  transactions  involving  short  sales of the  common
               shares by broker-dealers;

          o    sell common  shares  short  themselves  and deliver the shares to
               close out short positions;

          o    enter into option or other types of transactions  that require us
               to deliver common shares to a broker-dealer, who will then resell
               or transfer the common shares under this prospectus; or

          o    loan or pledge the common shares to a broker-dealer, who may sell
               the loaned  shares or, in the event of default,  sell the pledged
               shares.

     Any  broker-dealers  or other persons acting on our behalf that participate
with us in the  distribution of the shares may be deemed to be underwriters  and
any commissions  received or profit realized by them on the resale of the shares
may be deemed to be underwriting  discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act.

     At the time that any  particular  offering of  securities  is made,  to the
extent  required  by  the  Securities  Act,  a  prospectus  supplement  will  be
distributed,  setting forth the terms of the  offering,  including the aggregate
number of securities  being offered,  the purchase price of the securities,  the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts,  commissions and other items constituting compensation
from us and any discounts,  commissions  or concessions  allowed or reallowed or
paid to dealers.

     Underwriters and agents in any distribution  contemplated hereby, including
but not limited to at-the-market equity offerings, may from time to time include
Cantor  Fitzgerald  & Co.  Underwriters  or agents could make sales in privately
negotiated  transactions  and/or any other method  permitted  by law,  including
sales  deemed  to be an  "at  the  market"  offering  as  defined  in  Rule  415
promulgated  under the Securities Act, which includes sales made directly on the
American Stock  Exchange,  the existing  trading market for our common stock, or
sales made to or through a market maker other than on an exchange. At-the-market
offerings  may not exceed 10% of the aggregate  market value of our  outstanding
voting  securities held by  non-affiliates on a date within 60 days prior to the
filing of the registration statement of which this prospectus is a part.

     We will bear costs relating to all of the securities being registered under
this Registration Statement.

                        ENFORCEMENT OF CIVIL LIABILITIES

     We are a Liberian  company,  and our executive  offices and  administrative
activities and assets,  as well as those of certain of the experts named in this
prospectus,  are  located  outside  the United  States.  As a result,  it may be
difficult  for investors to effect  service of process  within the United States
upon us or those persons or to enforce both in the United States and outside the
United States  judgments  against us or those persons  obtained in United States
courts in any action,  including  actions  predicated  upon the civil  liability
provisions of the federal securities laws of the United States. In addition, our
directors  and officers are  residents  of  jurisdictions  other than the United
States,  and all or a substantial  portion of the assets of those persons are or
may be located outside the United States.  As a result,  it may be difficult for
investors to effect service of process within the United States on those persons
or to enforce against them judgments obtained in United States courts, including
judgments  predicated  upon  the  civil  liability  provisions  of  the  federal
securities laws of the United States. We have been advised by our legal counsel,
Seward & Kissel  LLP,  that there is  uncertainty  as to  whether  the courts of
Liberia would (i) enforce  judgments of United States courts obtained against us
or such persons  predicated upon the civil  liability  provisions of the federal
securities laws of the United States or (ii) entertain  original actions brought
in  Liberian  courts  against us or such  persons  predicated  upon the  federal
securities laws of the United States.

                          DESCRIPTION OF CAPITAL STOCK

Authorized and Outstanding Capital Stock

     Under our articles of incorporation,  our authorized capital stock consists
of 55,000,000 common shares,  par value $0.01 per share, of which 11,611,099 are
issued and  outstanding  in the aggregate in two separate  classes,  Class A and
Class B, consisting of 11,496,153 and 114,946 outstanding shares,  respectively,
and 5,000,000  preferred  shares,  par value $0.01 per share,  of which none are
issued and outstanding.  All of our shares are in registered form. The following
summary  description  of the terms of our capital  stock is not  complete and is
qualified by reference to our Amended and Restated Articles of Incorporation and
By-Laws, copies of which we have filed as exhibits to the registration statement
of which this prospectus is part, the certificate of designations  which we will
file with the Securities and Exchange  Commission at the time of any offering of
our preferred stock,  and information  contained our filings with the Commission
to the extent these filings are incorporated by reference herein as set forth in
"Where  You  Can  Find  Additional   Information--Information   Incorporated  By
Reference".

Share History

     In October 1997, certain of our shareholders purchased approximately 65% of
the common shares of B+H Maritime Carriers Ltd., a Liberian  Corporation  formed
in  November  1988 that had  disposed of its assets and ceased  operations.  The
Company changed its name to Excel Maritime  Carriers Ltd. on April 28, 1998. The
Company  effected a 1-for-20  reverse  stock split on May 8, 1998,  resulting in
221,806 common shares outstanding.  Thereafter, the Company's common shares were
approved for listing and commenced  trading on the American Stock Exchange under
the symbol "EXM".  On May 22, 1998, the Company issued  6,350,000  common shares
resulting in 6,571,806 common shares outstanding.

     On August 31, 1999, the shareholders of the Company approved  amendments to
the Company's  Articles of  Incorporation  increasing  the  aggregate  number of
shares  which the  Company may issue to an  aggregate  of  55,000,000  shares as
follows:  5,000,000  shares of  Preferred  Stock  (par value  $0.01 per  share),
49,000,000  Class A common  shares (par value $0.01 per  share),  and  1,000,000
Class B common shares (par value $0.01 per share).

     During  September and October 1999, the Company issued a total of 4,924,347
Class A common shares as consideration for the acquisition of the shares of four
holding  companies that each owned one vessel. On December 27, 1999, the Company
issued to its existing shareholders a share dividend of one Class B common share
for every 100 Class A common shares held by the existing  shareholders.  Class B
common shares  entitle the  shareholder to 1,000 votes per share and do not have
an active  trading  market.  The  Class B common  shares  are not  listed on any
exchange or quotation system.

     On March 21, 2002,  the Company paid a one time cash  dividend of $2.15 per
share.  During that year, the Company sold 51,028 of its treasury  shares.  From
the sale of shares  the  Company  realized a gain of $1,000.  During  2003,  the
Company acquired 1,300 of its Class A common shares and 14 of its Class B common
shares for an average price of $1.15.

     The  Company  has not granted any options or warrants to acquire any of its
capital stock.

Common Shares

     We have both  Class A common  shares and Class B common  shares.  As of the
date of this  prospectus,  we have 11,611,099  common shares  outstanding in the
aggregate,  in two separate  classes,  Class A  (11,496,153  shares) and Class B
(114,946 shares). The holders of the Class A shares are entitled to one vote per
share on each matter  requiring  the approval of the holders of common shares of
the Company, whether pursuant to our Articles of Incorporation,  our Bylaws, the
Liberian  Business  Corporation Act or otherwise.  The holders of Class B shares
are entitled to one  thousand  votes per Class B share.  Subject to  preferences
that may be applicable to any outstanding  preferred  shares,  holders of common
shares are entitled to receive  ratably all dividends,  if any,  declared by the
board of directors out of funds  legally  available  for  dividends.  Holders of
common  shares  do not have  conversion,  redemption  or  preemptive  rights  to
subscribe to any or our securities. All outstanding common shares are fully paid
and nonassessable.  The rights,  preferences and privileges of holders of common
shares are subject to the rights of the holders of any preferred shares which we
may issue in the future.

     Our Class A common shares are listed on the American  Stock  Exchange under
the symbol "EXM."

Preferred Shares

     The board of  directors  has the  authority  to issue  5,000,000  preferred
shares  in  one or  more  series  and  to  determine  the  rights,  preferences,
privileges  and  restrictions,  with respect to, among other things,  dividends,
conversion,   voting,   redemption,   liquidation   and  the  number  of  shares
constituting any series, without any further vote or action by the shareholders.
The issuance of preferred  shares may have the effect of delaying,  deferring or
preventing  a change in control of the  Company  without  further  action by the
shareholders. The issuance of preferred shares with voting and conversion rights
may  adversely  affect the voting  power of the  holders of common  shares.  The
material  terms  of any  series  of  preferred  shares  that we  offer  though a
prospectus supplement will be described in that prospectus supplement.

                         DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities from time to time in one or more series, under
one or more  indentures,  each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a  subordinated  indenture,  respectively,  in each case  between us and the
trustee  named  in the  indenture.  These  indentures  will be filed  either  as
exhibits  to  an  amendment  to  this  Registration  Statement  or a  prospectus
supplement,  or as an exhibit to a Securities  Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a  prospectus  supplement.  We will  refer to any or all of these  reports as
"subsequent filings".  The senior indenture and the subordinated  indenture,  as
amended  or  supplemented   from  time  to  time,  are  sometimes   referred  to
individually  as an  "indenture"  and  collectively  as the  "indentures."  Each
indenture  will be subject  to and  governed  by the Trust  Indenture  Act.  The
aggregate  principal  amount of debt  securities  which may be issued under each
indenture  will be unlimited and each  indenture will contain the specific terms
of any series of debt  securities  or provide that those terms must be set forth
in or  determined  pursuant  to, an  authorizing  resolution,  as defined in the
applicable  prospectus  supplement,  and/or a  supplemental  indenture,  if any,
relating to such series.

     Certain of our  subsidiaries  may guarantee  the debt  securities we offer.
Those  guarantees  may or may not be secured by liens,  mortgages,  and security
interests in the assets of those  subsidiaries.  The terms and conditions of any
such subsidiary  guarantees,  and a description of any such liens,  mortgages or
security  interests,  will be set forth in the prospectus  supplement  that will
accompany this prospectus.

     Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions,  are not complete and are subject to,
and are qualified in their  entirety by reference  to, all of the  provisions of
the   applicable   indenture  and  any  applicable   U.S.   federal  income  tax
consideration  as well as any  applicable  modifications  of or additions to the
general  terms  described  below  in the  applicable  prospectus  supplement  or
supplemental indenture.

General

     Neither indenture limits the amount of debt securities which may be issued,
and each  indenture  provides  that  debt  securities  may be  issued  up to the
aggregate  principal amount from time to time. The debt securities may be issued
in one or more series.  The senior debt  securities  will be unsecured  and will
rank  on  a  parity  with  all  of  our  other   unsecured  and   unsubordinated
indebtedness.  Each series of subordinated debt securities will be unsecured and
subordinated  to all present and future senior  indebtedness  of debt securities
will be described in an accompanying prospectus supplement.

     You should read the subsequent filings relating to the particular series of
debt securities for the following terms of the offered debt securities:

          o    the  designation,   aggregate  principal  amount  and  authorized
               denominations;

          o    the issue  price,  expressed  as a  percentage  of the  aggregate
               principal amount;

          o    the maturity date;

          o    the interest rate per annum, if any;

          o    if the offered debt securities provide for interest payments, the
               date from which interest will accrue, the dates on which interest
               will be  payable,  the date on which  payment  of  interest  will
               commence and the regular record dates for interest payment dates;

          o    any optional or mandatory  sinking fund  provisions or conversion
               or exchangeability provisions;

          o    the date,  if any,  after  which and the price or prices at which
               the offered debt securities may be optionally redeemed or must be
               mandatorily  redeemed  and any  other  terms  and  provisions  of
               optional or mandatory redemptions;

          o    if other than  denominations of $1,000 and any integral  multiple
               thereof,  the  denominations  in which offered debt securities of
               the series will be issuable;

          o    if other  than the full  principal  amount,  the  portion  of the
               principal  amount of offered debt  securities of the series which
               will be payable upon acceleration or provable in bankruptcy;

          o    any events of default not set forth in this prospectus;

          o    the currency or currencies,  including composite  currencies,  in
               which principal,  premium and interest will be payable,  if other
               than the currency of the United States of America;

          o    if principal,  premium or interest is payable, at our election or
               at the election of any holder,  in a currency  other than that in
               which the offered debt  securities of the series are stated to be
               payable,  the period or periods  within which,  and the terms and
               conditions upon which, the election may be made;

          o    whether interest will be payable in cash or additional securities
               at our or the holders'  option and the terms and conditions  upon
               which the election may be made;

          o    if  denominated  in a  currency  or  currencies  other  than  the
               currency of the United States of America, the equivalent price in
               the  currency  of the United  States of America  for  purposes of
               determining the voting rights of holders of those debt securities
               under the applicable indenture;

          o    if the amount of payments of  principal,  premium or interest may
               be determined with reference to an index, formula or other method
               based on a coin or currency  other than that in which the offered
               debt  securities  of the  series are  stated to be  payable,  the
               manner in which the amounts will be determined;

          o    any restrictive covenants or other material terms relating to the
               offered debt securities,  which may not be inconsistent  with the
               applicable indenture;

          o    whether the offered debt securities will be issued in the form of
               global securities or certificates in registered or bearer form;

          o    any terms with respect to subordination;

          o    any listing on any securities exchange or quotation system;

          o    additional   provisions,   if  any,  related  to  defeasance  and
               discharge of the offered debt securities; and

          o    the applicability of any guarantees.

     Unless  otherwise  indicated  in  subsequent  filings  with the  Commission
relating to the indenture,  principal,  premium and interest will be payable and
the debt  securities  will be  transferable at the corporate trust office of the
applicable  trustee.  Unless  other  arrangements  are  made  or  set  forth  in
subsequent filings or a supplemental indenture,  principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.

     Unless otherwise  indicated in subsequent filings with the Commission,  the
debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the debt securities,  but we may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection with these debt securities.

     Some  or all of the  debt  securities  may be  issued  as  discounted  debt
securities,  bearing  no  interest  or  interest  at a rate which at the time of
issuance is below market rates,  to be sold at a substantial  discount below the
stated  principal  amount.  United States federal income  consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those securities.

     We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.

Senior Debt

     We will issue senior debt securities under the senior debt indenture. These
senior debt  securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.

Subordinated Debt

     We will issue  subordinated  debt securities  under the  subordinated  debt
indenture.  Subordinated  debt  will  rank  subordinate  and  junior in right of
payment, to the extent set forth in the subordinated debt indenture,  to all our
senior debt (both secured and unsecured).

     In general,  the  holders of all senior debt are first  entitled to receive
payment of the full  amount  unpaid on senior  debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.

     If we default in the payment of any  principal  of, or premium,  if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.

     If there  is any  insolvency,  bankruptcy,  liquidation  or  other  similar
proceeding relating to us or our property,  then all senior debt must be paid in
full  before  any  payment  may be  made to any  holders  of  subordinated  debt
securities.

     Furthermore,  if we default in the payment of the  principal of and accrued
interest on any  subordinated  debt  securities that is declared due and payable
upon an event of default under the subordinated  debt indenture,  holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.

     Senior debt means:

     o    the principal,  premium,  if any, interest and any other amounts owing
          in respect of our  indebtedness  for money  borrowed and  indebtedness
          evidenced by  securities,  notes,  debentures,  bonds or other similar
          instruments  issued by us,  including  the senior debt  securities  or
          letters of credit;

     o    all capitalized lease obligations;

     o    all hedging obligations;

     o    all obligations  representing the deferred purchase price of property;
          and

     o    all deferrals,  renewals,  extensions and refundings of obligations of
          the type referred to above;

     o    but senior debt does not include:

     o    subordinated debt securities; and

     o    any indebtedness  that by its terms is subordinated to, or ranks on an
          equal basis with, our subordinated debt securities.

Covenants

     Any series of offered debt  securities may have covenants in addition to or
differing  from  those  included  in the  applicable  indenture  which  will  be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:

               o    the  ability  of us or  our  subsidiaries  to  incur  either
                    secured or unsecured debt, or both;

               o    the ability to make certain payments, dividends, redemptions
                    or repurchases;

               o    our   ability   to  create   dividend   and  other   payment
                    restrictions affecting our subsidiaries;

               o    our ability to make investments;

               o    mergers and consolidations by us or our subsidiaries;

               o    sales of assets by us;

               o    our ability to enter into transactions with affiliates;

               o    our ability to incur liens; and

               o    sale and leaseback transactions.

Modification of the Indentures

     Each indenture and the rights of the respective  holders may be modified by
us only with the  consent of holders  of not less than a majority  in  aggregate
principal  amount of the  outstanding  debt  securities  of all series under the
respective  indenture  affected by the modification,  taken together as a class.
But no modification that:

     (1)  changes the amount of  securities  whose  holders  must  consent to an
          amendment, supplement or waiver;

     (2)  reduces  the  rate of or  changes  the  interest  payment  time on any
          security  or  alters  its  redemption   provisions   (other  than  any
          alteration  to any such Section which would not  materially  adversely
          affect the legal  rights of any  holder  under the  indenture)  or the
          price at which we are required to offer to purchase the securities;

     (3)  reduces  the  principal  or changes the  maturity  of any  security or
          reduce the amount of, or postpone  the date fixed for,  the payment of
          any sinking fund or analogous obligation;

     (4)  waives a default or event of default in the  payment of the  principal
          of or  interest,  if any,  on any  security  (except a  rescission  of
          acceleration  of the  securities  of any  series by the  holders of at
          least a majority in principal amount of the outstanding  securities of
          that series and a waiver of the payment  default  that  resulted  from
          such acceleration);

     (5)  makes the principal of or interest, if any, on any security payable in
          any currency other than that stated in the Security;

     (6)  makes any change with respect to holders' rights to receive  principal
          and  interest,  the terms  pursuant to which  defaults  can be waived,
          certain    modifications    affecting    shareholders    or    certain
          currency-related issues; or

     (7)  waives a redemption payment with respect to any Security or change any
          of the provisions with respect to the redemption of any securities

     will be  effective  against any holder  without his  consent.  In addition,
other terms as  specified  in  subsequent  filings  may be modified  without the
consent of the holders.

Events of Default

     Each indenture  defines an event of default for the debt  securities of any
series as being any one of the following events:

          o    default in any payment of interest  when due which  continues for
               30 days;

          o    default in any payment of principal or premium when due;

          o    default in the deposit of any sinking fund payment when due;

          o    default in the performance of any covenant in the debt securities
               or the applicable  indenture which continues for 60 days after we
               receive notice of the default;

          o    default  under  a bond,  debenture,  note or  other  evidence  of
               indebtedness for borrowed money by us or our subsidiaries (to the
               extent we are directly  responsible or liable  therefor) having a
               principal  amount in excess of a minimum  amount set forth in the
               applicable  subsequent  filing,  whether  such  indebtedness  now
               exists or is hereafter created, which default shall have resulted
               in such  indebtedness  becoming or being declared due and payable
               prior to the date on which it would otherwise have become due and
               payable,  without  such  acceleration  having been  rescinded  or
               annulled or cured  within 30 days after we receive  notice of the
               default; and

          o    events of bankruptcy, insolvency or reorganization.

     An event of default of one series of debt  securities  does not necessarily
constitute  an event  of  default  with  respect  to any  other  series  of debt
securities.

     There may be such other or  different  events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.

     In case an event of default occurs and continues for the debt securities of
any  series,  the  applicable  trustee  or the  holders  of not less than 25% in
aggregate  principal  amount of the debt  securities  then  outstanding  of that
series may declare  the  principal  and accrued but unpaid  interest of the debt
securities  of that series to be due and  payable.  Any event of default for the
debt  securities of any series which has been cured may be waived by the holders
of a majority  in  aggregate  principal  amount of the debt  securities  of that
series then outstanding.

     Each  indenture  requires us to file  annually  after debt  securities  are
issued under that  indenture  with the  applicable  trustee a written  statement
signed by two of our officers as to the absence of material  defaults  under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the  holders to do so,  except  notice of a default in payment of  principal,
premium or interest.

     Subject to the duties of the trustee in case an event of default occurs and
continues,  each  indenture  provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request,  order
or  direction  of  holders  unless  the  holders  have  offered  to the  trustee
reasonable  indemnity.  Subject to these provisions for  indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal  amount of the debt securities of any series then outstanding have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the trustee or exercising  any trust or power  conferred on
the trustee as long as the exercise of that right does not conflict with any law
or the indenture.

Defeasance and Discharge

     The terms of each  indenture  provide us with the  option to be  discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the  deposit  with  the  trustee,  in  trust,  of money or U.S.  government
obligations,  or both,  which  through the payment of interest and  principal in
accordance  with their terms will provide  money in an amount  sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt  securities on the stated  maturity of the
payments in accordance  with the terms of the debt  securities and the indenture
governing the debt securities.  This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal  Revenue  Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our  obligations to register the transfer or exchange of debt
securities,  to replace stolen,  lost or mutilated debt securities,  to maintain
paying agencies and hold moneys for payment in trust.

Defeasance of Certain Covenants

     The  terms  of the  debt  securities  provide  us with  the  right  to omit
complying  with  specified  covenants  and  that  specified  events  of  default
described  in a  subsequent  filing will not apply.  In order to  exercise  this
right, we will be required to deposit with the trustee money or U.S.  government
obligations,  or both,  which through the payment of interest and principal will
provide money in an amount  sufficient to pay  principal,  premium,  if any, and
interest on, and any  mandatory  sinking  fund  payments in respect of, the debt
securities on the stated  maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be  required  to deliver to the trustee an opinion of counsel to the effect
that we have received  from, or there has been published by, the IRS a ruling to
the effect that the deposit and related  covenant  defeasance will not cause the
holders of such series to recognize income,  gain or loss for federal income tax
purposes.

     A subsequent  filing may further  describe the  provisions,  if any, of any
particular series of offered debt securities permitting a discharge defeasance.

Subsidiary Guarantees

     Certain of our  subsidiaries may guarantee the debt securities we offer. In
that case,  the terms and conditions of the  subsidiary  guarantees  will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus  supplement,  if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior  indebtedness,
then the subsidiary  guarantees will be subordinated to the senior  indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.

Global Securities

     The debt  securities  of a series  may be issued in whole or in part in the
form of one or more global  securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository.  In such a case, one
or more  global  securities  will  be  issued  in a  denomination  or  aggregate
denominations  equal  to  the  portion  of the  aggregate  principal  amount  of
outstanding  debt  securities  of the  series to be  represented  by the  global
security or securities. Unless and until it is exchanged in whole or in part for
debt  securities in definitive  certificated  form, a global security may not be
transferred  except as a whole by the  depository  for the global  security to a
nominee of the depository or by a nominee of the depository to the depository or
another  nominee of the  depository  or by the  depository  or any  nominee to a
successor  depository  for that series or a nominee of the successor  depository
and except in the circumstances described in an applicable subsequent filing.

     We  expect  that  the  following   provisions   will  apply  to  depository
arrangements for any portion of a series of debt securities to be represented by
a  global  security.  Any  additional  or  different  terms  of  the  depository
arrangement will be described in an applicable subsequent filing.

     Upon the  issuance of any global  security,  and the deposit of that global
security  with or on behalf  of the  depository  for the  global  security,  the
depository will credit, on its book-entry  registration and transfer system, the
principal amounts of the debt securities  represented by that global security to
the accounts of  institutions  that have  accounts  with the  depository  or its
nominee.  The accounts to be credited will be designated by the  underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities  are  offered  and  sold  directly  by us.  Ownership  of  beneficial
interests in a global security will be limited to participating  institutions or
persons  that  may  hold  interest  through  such  participating   institutions.
Ownership of beneficial  interests by  participating  institutions in the global
security will be shown on, and the transfer of the beneficial  interests will be
effected  only through,  records  maintained  by the  depository  for the global
security or by its  nominee.  Ownership  of  beneficial  interests in the global
security by persons that hold through  participating  institutions will be shown
on, and the  transfer  of the  beneficial  interests  within  the  participating
institutions  will  be  effected  only  through,  records  maintained  by  those
participating  institutions.  The laws of some  jurisdictions  may require  that
purchasers  of  securities   take  physical   delivery  of  the   securities  in
certificated  form.  The  foregoing  limitations  and such laws may  impair  the
ability to transfer beneficial interests in the global securities.

     So long as the depository  for a global  security,  or its nominee,  is the
registered owner of that global security,  the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt  securities
represented  by the  global  security  for all  purposes  under  the  applicable
indenture.  Unless otherwise  specified in an applicable  subsequent  filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt  securities of the series  represented  by the
global  security  registered in their names,  will not receive or be entitled to
receive physical  delivery of debt securities of the series in certificated form
and will not be  considered  the  holders  thereof  for any  purposes  under the
indenture.  Accordingly,  each person owning a beneficial interest in the global
security must rely on the  procedures of the  depository  and, if such person is
not  a  participating  institution,  on  the  procedures  of  the  participating
institution  through which the person owns its interest,  to exercise any rights
of a holder under the indenture.

     The  depository  may grant  proxies and otherwise  authorize  participating
institutions  to give or take any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other  action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices,  if we request  any  action of  holders or any owner of a  beneficial
interest in the global security  desires to give any notice or take any action a
holder  is  entitled  to  give or  take  under  the  applicable  indenture,  the
depository would authorize the participating  institutions to give the notice or
take the action,  and  participating  institutions  would  authorize  beneficial
owners owning through such participating institutions to give the notice or take
the action or would  otherwise act upon the  instructions  of beneficial  owners
owning through them.

     Unless otherwise specified in an applicable subsequent filings, payments of
principal,  premium  and  interest  on debt  securities  represented  by  global
security  registered  in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.

     We expect that the  depository  for any debt  securities  represented  by a
global security, upon receipt of any payment of principal,  premium or interest,
will  credit  participating  institutions'  accounts  with  payments  in amounts
proportionate to their respective  beneficial  interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global  security  held  through  those  participating  institutions  will be
governed by standing  instructions and customary  practices,  as is now the case
with the  securities  held for the  accounts of customers  registered  in street
names, and will be the responsibility of those participating institutions.  None
of us,  the  trustees  or any  agent  of  ours or the  trustees  will  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments made on account of beneficial  interests in a global  security,  or for
maintaining,  supervising or reviewing any records  relating to those beneficial
interests.

     Unless otherwise  specified in the applicable  subsequent filings, a global
security of any series will be exchangeable for certificated  debt securities of
the same series only if:

          o    the depository for such global securities  notifies us that it is
               unwilling or unable to continue as depository or such  depository
               ceases to be a clearing agency  registered under the Exchange Act
               and, in either case, a successor  depository  is not appointed by
               us within 90 days after we receive the notice or become  aware of
               the ineligibility,

          o    we in our sole  discretion  determine that the global  securities
               shall be exchangeable for certificated debt securities, or

          o    there shall have  occurred and be  continuing an event of default
               under  the   applicable   indenture  with  respect  to  the  debt
               securities of that series.

     Upon any exchange, owners of beneficial interests in the global security or
securities  will be entitled to physical  delivery of individual debt securities
in certificated  form of like tenor and terms equal in principal amount to their
beneficial  interests,  and to have the debt  securities  in  certificated  form
registered in the names of the beneficial owners, which names are expected to be
provided  by  the  depository's  relevant  participating   institutions  to  the
applicable trustee.

     In the event that the Depository Trust Company,  or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully  registered  securities  registered  in the  name  of  Cede  & Co.,  DTC's
partnership nominee.

     DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking  organization" within the meaning of the New York Banking Law, a
member of the  Federal  Reserve  System,  a  "clearing  corporation"  within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the  provisions  of Section 17A of the Exchange Act. DTC
holds securities that its participating  institutions deposit with DTC. DTC also
facilitates  the  settlement  among  participating  institutions  of  securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic  computerized  book-entry  changes  in  participating   institutions'
accounts,  thereby  eliminating  the need for  physical  movement of  securities
certificates.  Direct participating  institutions include securities brokers and
dealers, banks, trust companies,  clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange,  Inc., the American Stock  Exchange,  Inc. and the National
Association  of  Securities  Dealers,  Inc.  Access  to the DTC  system  is also
available to others,  such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial  relationship with a direct
participating  institution,  either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.

     To facilitate subsequent  transfers,  the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their  registration  in the name of Cede & Co.  will effect no change in
beneficial  ownership.  DTC has no knowledge of the actual  beneficial owners of
the debt  securities.  DTC's  records  reflect  only the  identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating  institutions  remain
responsible for keeping account of their holdings on behalf of their customers.

     Delivery of notices and other communications by DTC to direct participating
institutions,  by direct  participating  institutions to indirect  participating
institutions,   and  by   direct   participating   institutions   and   indirect
participating  institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory  requirements
as may be in effect.

     Neither  DTC nor Cede & Co.  consents  or votes  with  respect  to the debt
securities.  Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s  consenting or
voting rights to those direct  participating  institution  to whose accounts the
debt securities are credited on the record date.

     If applicable,  redemption notices shall be sent to Cede & Co. If less than
all of the debt  securities of a series  represented  by global  securities  are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.

     To the extent that any debt securities  provide for repayment or repurchase
at the option of the holders  thereof,  a beneficial  owner shall give notice of
any option to elect to have its  interest in the global  security  repaid by us,
through its  participating  institution,  to the applicable  trustee,  and shall
effect  delivery  of the  interest  in a global  security  by causing the direct
participating  institution  to transfer the direct  participating  institution's
interest in the global  security or securities  representing  the  interest,  on
DTC's records, to the applicable trustee.  The requirement for physical delivery
of debt  securities in connection with a demand for repayment or repurchase will
be  deemed  satisfied  when the  ownership  rights  in the  global  security  or
securities   representing   the  debt   securities  are  transferred  by  direct
participating institutions on DTC's records.

     DTC may discontinue providing its services as securities depository for the
debt  securities  at any time.  Under  such  circumstances,  in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.

     We may  decide to  discontinue  use of the system of  book-entry  transfers
through the securities  depository.  In that event,  debt security  certificates
will be printed and delivered as described above.

The information in this section  concerning DTC and DTC's book-entry  system has
been  obtained  from  sources  that we  believe to be  reliable,  but we take no
responsibility for its accuracy.

                                    EXPENSES

     The following are the estimated  expenses of the issuance and  distribution
of the securities being  registered  under the  registration  statement of which
this prospectus forms a part, all of which will be paid by us.

                        SEC registration fee                    $ 25,340
                        Blue sky fees and expenses              $______*
                        Printing and engraving expenses         $______*
                        Legal fees and expenses                 $______*
                        AMEX Supplemental Listing Fee           $______*
                        Rating agency fees                      $______*
                        Accounting fees and expenses            $______*
                        Indenture Trustee fees and expenses     $______*
                        Miscellaneous                           $______*

                        Total                                   $______*
                                                                 ======

*    To be provided by investment or as an exhibit to Report on Form 6-K that is
     incorporated by reference into this prospectus

                                  LEGAL MATTERS

     The validity of the securities  offered by this  prospectus  will be passed
upon for us by Seward & Kissel LLP,  New York,  New York with respect to matters
of U.S. and Liberian law.

                                     EXPERTS

     The  consolidated  financial  statements  of the Company for the year ended
December  31, 2003 and  December  31, 2002 have been  incorporated  by reference
herein and in the registration  statement in reliance upon the report of Ernst &
Young,  independent auditors,  and upon the authority of that firm as experts in
accounting and auditing. The consolidated financial statements of the Company as
of  December  31, 2001 have been  incorporated  by  reference  herein and in the
registration  statement in reliance upon the report of Arthur  Andersen LLP, our
former independent  auditors,  and upon the authority of that firm as experts in
accounting and auditing.

     On August  31,  2002,  Arthur  Andersen  LLP ceased  practicing  before the
Commission.  The  reports  of Arthur  Andersen  LLP on the  Company's  financial
statements at December 31, 2001 did not contain an adverse  opinion,  disclaimer
of opinion or  qualification  or modification as to uncertainty,  audit scope or
accounting  principles.  During the year ended December 31, 2001,  there were no
disagreements  with Arthur Andersen LLP on any matters of accounting  principles
or practices, financial statement disclosure or auditing scope or procedures.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     As  required  by the  Securities  Act of  1933,  we  filed  a  registration
statement  relating  to the  securities  offered  by this  prospectus  with  the
Securities  and  Exchange  Commission.   This  prospectus  is  a  part  of  that
registration statement, which includes additional information.

Government Filings

     We file annual and  special  reports  within the  Securities  and  Exchange
Commission.  You may  read  and copy  any  document  that we file at the  public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Room 1024,  Washington,  D.C. 20549. You may obtain information on the operation
of the public  reference  room by calling 1 (800)  SEC-0330,  and you may obtain
copies at prescribed rates from the Public  Reference  Section of the Commission
at its principal office in Washington,  D.C. 20549.  The Commission  maintains a
website  (http://www.sec.gov)  that  contains  reports,  proxy  and  information
statements and other information  regarding registrants that file electronically
with the Commission.  In addition,  you can obtain  information  about us at the
offices of the American Stock Exchange, 65 Broadway, New York, New York 10006.

Information Incorporated by Reference

     The Commission allows us to "incorporate by reference"  information that we
file with it. This means that we can disclose  important  information  to you by
referring  you  to  those  filed  documents.  The  information  incorporated  by
reference is considered to be a part of this prospectus, and information that we
file later with the  Commission  prior to the  termination of this offering will
also be considered to be part of this prospectus and will  automatically  update
and supersede previously filed information,  including  information contained in
this document.

     We  incorporate  by reference our Annual Report on Form 20-F for the fiscal
year  ended  December  31,  2003,  filed  with the  Commission  on May 28,  2004
incorporate by reference our 2004 semi-annual report,  filed with the Commission
on Form 6-K on August 4, 2004, which contains unaudited  consolidated  financial
statements  for the  first  six  months  of the  current  fiscal  year.  We also
incorporated  by reference our report for our results for the nine-month  period
ended  September 30, 2004,  filed with the Commission on Form 6-K on November 2,
2004, which contains unaudited  consolidated  financial statements for the first
nine months of the current  fiscal  year.  In all cases,  you should rely on the
later information over different  information included in this prospectus or the
prospectus  supplement.  We incorporate by reference the documents  listed below
and any future filings made with the Commission  under Section 13(a),  13(c), 14
or 15(d) of the Securities Exchange Act of 1934:

     o    Annual Report on Form 20-F for the year ended December 31, 2003, filed
          with the Commission on May 28, 2004; and

     o    Current  Report on Form 6-K,  filed with the  Commission  on August 4,
          2004.

     o    Current  Report on Form 6-K,  filed with the Commission on November 2,
          2004.

     We are also  incorporating  by reference all  subsequent  annual reports on
Form 20-F that we file with the Securities  and Exchange  Commission and certain
Reports on Form 6-K that we furnish to the  Securities  and Exchange  Commission
after the date of this  prospectus (if they state that they are  incorporated by
reference  into  this  prospectus)  until  we  file a  post-effective  amendment
indicating  that the offering of the securities made by this prospectus has been
terminated.

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters  have not,  authorized any other person to provide you
with  different   information.   If  anyone   provides  you  with  different  or
inconsistent  information,  you  should  not  rely on it.  We are  not,  and the
underwriters  are  not,  making  an  offer  to  sell  these  securities  in  any
jurisdiction  where the offer or sale is not  permitted.  You should assume that
the  information  appearing in this prospectus and any  accompanying  prospectus
supplement as well as the  information  we previously  filed with the Securities
and Exchange  Commission and  incorporated  by reference,  is accurate as of the
dates on the  front  cover of those  documents  only.  Our  business,  financial
condition and results of  operations  and prospects may have changed since those
dates.

     You  may  request  a  free  copy  of the  above  mentioned  filings  or any
subsequent  filing we incorporated by reference to this prospectus by writing or
telephoning us at the following address:

     Excel Maritime Carriers Ltd.
     67 Akti Miaouli Street
     18537 Piraeus
     Greece
     (011)(30) (210) 459-8692

Information Provided by the Company

     We will furnish holders of our common shares with annual reports containing
audited financial statements and a report by our independent public accountants,
and  intend  to  furnish   semi-annual  reports  containing  selected  unaudited
financial  data for the  first six  months  of each  fiscal  year.  The  audited
financial statements will be prepared in accordance with United States generally
accepted  accounting  principles and those reports will include a  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section for the relevant  periods.  As a "foreign private issuer," we are exempt
from the rules under the Securities  Exchange Act prescribing the furnishing and
content of proxy  statements to  shareholders.  While we intend to furnish proxy
statements to any shareholder in accordance with the rules of the American Stock
Exchange,  those proxy statements are not expected to conform to Schedule 14A of
the proxy rules promulgated  under the Exchange Act. In addition,  as a "foreign
private issuer," we are exempt from the rules under the Exchange Act relating to
short swing profit reporting and liability.


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

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

Item 8. Indemnification of Directors and Officers.

     Section 7.01 of the By-Laws of the Company provides that:

     The corporation  shall indemnify nay director or officer of the corporation
     who was or is an  "authorized  representative"  of the  corporation  (which
     shall mean for the  purposes  of this  Article a director or officer of the
     corporation,  or a person  serving at the request of the  corporation  as a
     director, officer, partner or trustee of another corporation,  partnership,
     joint  venture,  trust or  other  enterprise)  and who was or is a  "party"
     (which  shall  include for purposes of this Article the giving of testimony
     or similar  involvement)  or is threatened to be made a party to any "third
     party  proceeding"  (which  shall mean for  purposes  of this  Article  any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal,  administrative or  investigative,  other than an action by or in
     the right of the corporation) by reason of the fact that such person was or
     is an authorized representative of the corporation,  against expenses which
     shall  include for purposes of this Article  attorneys'  fees),  judgments,
     penalties,  fines and amounts paid in  settlement  actually and  reasonably
     incurred by such person in connection  with such third party  proceeding if
     such  person  acted in good faith and in a manner  such  person  reasonably
     believed to be in, or not opposed to, the best interests of the corporation
     and,  with  respect to any  criminal  third party  proceeding  (which shall
     include for purposes of this Article any investigation  which could or does
     lead to a criminal  third party  proceeding)  had not  reasonable  cause to
     believe  such  conduct was  unlawful.  The  termination  of any third party
     proceeding by judgment, order, settlement, indictment, conviction or upon a
     plea of no  contest or its  equivalent,  shall  not,  of  itself,  create a
     presumption  that the authorized  representative  did not act in good faith
     and in a manner  which  such  person  reasonably  believed  to be in or not
     opposed to the best interests of the corporation,  and, with respect to any
     criminal third party proceeding,  had reasonable cause to believe that such
     conduct was unlawful.

     Section 7.02 of the By-laws of the Company provides that:

     The corporation  shall indemnify any director or officer of the corporation
     who was or is an authorized  representative  of the corporation and who was
     or is a  party  or is  threatened  to be  made a  party  to any  "corporate
     proceeding"  (which shall mean for purposes of the Article any  threatened,
     pending or completed  action or suit by or in the right of the  corporation
     to procure a judgment in its favor or any investigative proceeding by or on
     behalf of the corporation) by reason of the fact that such person was or is
     an  authorized   representative   of  the  corporation,   against  expensed
     (including attorneys' fees) actually and reasonably incurred by such person
     in connection  with the defense or settlement of such corporate  proceeding
     if such person  acted in good faith and in a manner such person  reasonably
     believed to in, or not opposed to, the best  interests of the  corporation,
     except that no indemnification shall be made in respect of any claim, issue
     or matter as to which such person shall have been adjudged to be liable for
     negligence or misconduct  in the  performance  of such person's duty to the
     corporation  unless  and only to the  extent  that the court in which  such
     corporate  proceeding was pending shall  determine upon  application  that,
     despite the adjudication of liability but in view of all the  circumstances
     of the  case,  such  authorized  representative  is fairly  and  reasonably
     entitled to indemnity for such expenses which the court shall deem proper.

     Section 7.03 of the By-laws of the Company provides that:

     To the extent that an  authorized  representative  of the  corporation  who
     neither  was nor is a  director  or  officer  of the  corporation  has been
     successful  on the merits or  otherwise  in  defense of any third  party or
     corporate  proceeding or in defense of any claim,  issue or matter therein,
     such person shall be indemnified  against actually and reasonably  incurred
     by such person in connection therewith.  Such an authorized  representative
     may,  at  the  discretion  of  the  corporation,   be  indemnified  by  the
     corporation  in any other  circumstances  to any extent if the  corporation
     would be required by Section 7.01 or 7.02 of this Article to indemnify such
     person in such circumstances to such extent if such person were or had been
     a director or officer of the corporation.

     Section 6.13 of the Liberian Business Corporation Act provides as follows:

     Indemnification of directors and officers.

     (1)  Actions not by or in right of the  corporation.  A  corporation  shall
          have the power to  indemnify  any  person  who was or is a party or is
          threatened to be made a party to any threatened,  pending or completed
          action, suit or proceeding whether civil, criminal,  administrative or
          investigative  (other  than  an  action  by or in  the  right  of  the
          corporation)  by reason of the fact  that he is or was a  director  or
          officer of the corporation, or is or was serving at the request of the
          corporation   as  a  director  or  officer  of  another   corporation,
          partnership,   joint  venture,  trust  or  other  enterprise,  against
          expenses  (including  attorneys' fees),  judgments,  fines and amounts
          paid  in  settlement  actually  and  reasonably  incurred  by  him  in
          connection  with such action,  suit or  proceeding if he acted in good
          faith and in a manner he  reasonably  believed to be in or not opposed
          to the best  interests of the  corporation,  and,  with respect to any
          criminal action or proceeding,  had no reasonable cause to believe his
          conduct  was  unlawful.   The  termination  of  any  action,  suit  or
          proceeding by judgment, order, settlement,  conviction, or upon a plea
          of no  contest,  or its  equivalent,  shall not,  of itself,  create a
          presumption  that the person did not act in good faith and in a manner
          which he  reasonable  believed  to be in or not  opposed  to the bests
          interests of the corporation, and, with respect to any criminal action
          or proceeding,  had  reasonable  cause to believe that his conduct was
          unlawful.

     (2)  Actions by or in right of the  corporation.  A corporation  shall have
          power to indemnify  any person who was or is a party or is  threatened
          to be made a party to any threatened,  pending or completed  action or
          suit by or in the right of the corporation to procure  judgment in its
          favor by reason of the fact that he is or was a director or officer of
          the  corporation,  or  is  or  was  serving  at  the  request  of  the
          corporation   as  a  director  or  officer  of  another   corporation,
          partnership, joint venture, trust or other enterprise against expenses
          (including attorneys' fees) actually and reasonably incurred by him or
          in connection with the defense or settlement of such action or suit if
          he acted in good faith and in a manner he reasonably believed to be in
          or nor opposed to the best  interests  of the  corporation  and except
          that no  indemnification  shall be made in respect of any claim, issue
          or matter as to which  such  person  shall  have been  adjudged  to be
          liable for negligence or misconduct in the  performance of his duty to
          the corporation  unless and only to the extent that the court in which
          such action or suit was brought shall determine upon application that,
          despite  the  adjudication  of  liability  but  in  view  of  all  the
          circumstances  of the  case,  such  person is  fairly  and  reasonably
          entitled to  indemnity  for such  expenses  which the court shall deem
          proper.

     (3)  When  director or officer  successful.  To the extent that director or
          officer  of a  corporation  has  been  successful  on  the  merits  or
          otherwise in defense of any action,  suit or proceeding referred to in
          paragraphs  1 or 2, or in the  defense  of a claim,  issued  or matter
          therein,   he  shall  be  indemnified   against  expenses   (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     (4)  Payment of expenses in advance. Expenses incurred in defending a civil
          or criminal  action,  suit or proceeding may be paid in advance of the
          final  deposition of such action,  suit or proceeding as authorized by
          the  board of  directors  in the  specific  case  upon  receipt  of an
          undertaking  by or on behalf of the  director or officer to repay such
          amount if it shall ultimately be determined that he is not entitled to
          be indemnified by the corporation as authorized in this section.

     (5)  Insurance.  A  corporation  shall have power to purchase  and maintain
          insurance  on behalf of any person who is or was a director or officer
          of  the  corporation  or is or  was  serving  at  the  request  of the
          corporation  as a director or officer  against any liability  asserted
          against him and  incurred by him in such  capacity  whether or not the
          corporation  would  have  the  power to  indemnify  him  against  such
          liability under the provisions of this section.

     (6)  Other rights of indemnification  unaffected.  The  indemnification and
          advancement  of expenses  provided  by, or granted  pursuant  to, this
          section  shall not be deemed  exclusive  of any other  rights to which
          those  seeking  indemnification  or  advancement  of  expenses  may be
          entitled  under  any  bylaw,   agreement,   vote  of  shareholders  or
          disinterested  directors  or  otherwise,  both  as to  action  in such
          person's  official capacity and as to action in another capacity while
          holding such office.

     (7)  Continuation of  indemnification.  The indemnification and advancement
          of expenses  provided by, or granted  pursuant to, this section shall,
          unless otherwise provided when authorized or ratified,  continue as to
          a person who has ceased to be a director,  officer,  employee or agent
          and  shall  inure  to  the  benefit  of  the  heirs,   executors   and
          administration of such persons.

Item 9. Exhibits

Exhibit Number                      Description
- --------------                      -----------

1.1                 Form of Underwriting Agreement (for equity securities)*

1.2                 Form of Underwriting Agreement (for debt securities)*

4.1                 Specimen Common Share Certificate (Incorporated by reference
                    to Exhibit 4.2 to the  Company's  Registration  Statement on
                    Form  F-1  filed  with  the   Commission   on  May  6,  1998
                    (Registration No. 333-8712))

4.2                 Preferred Share Certificate*

4.3                 Form of Debt Securities Indenture

5.1                 Opinion of Seward & Kissel LLP,  United  States and Liberian
                    counsel to Excel Maritime Carriers, Ltd.

23.1                Consent of Seward & Kissel LLP (included in Exhibit 5.1)

23.2                Consent of Ernst & Young

24                  Power of Attorney (contained in signature page)

25.1                T-1 Statement of Eligibility (senior indenture)*

25.2                T-1 Statement of Eligibility (subordinated indenture)*

*    To be filed  either as an  amendment  or as an  exhibit  to a report  filed
     pursuant  to the  Securities  Exchange  Act of 1934 of the  Registrant  and
     incorporated by reference into this Registration Statement.

Item 10. Undertakings.

     The undersigned registrant hereby undertakes:

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

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

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

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

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

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

          (4)  To file a post-effective  amendment to the registration statement
               to include any financial statements required by Item 8.A. of Form
               20-F  at the  start  of any  delayed  offering  or  throughout  a
               continuous   offering.   Financial   statements  and  information
               otherwise  required  by Section  10(a)(3)  of the Act need not be
               furnished,   provided,   that  the  registrant  includes  in  the
               prospectus,  by means of a  post-effective  amendment,  financial
               statements  required  pursuant to this paragraph (a)(4) and other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those  financial
               statements.   Notwithstanding  the  foregoing,  with  respect  to
               registration  statements on Form F-3, a post-effective  amendment
               need not be filed to include financial statements and information
               required  by  Section  10(a)(3)  of the Act or Rule  3-19 of this
               chapter  if  such  financial   statements  and   information  are
               contained  in periodic  reports  filed with or  furnished  to the
               Commission  by the  registrant  pursuant to Section 13 or Section
               15(d)  of  the   Securities   Exchange   Act  of  1934  that  are
               incorporated by reference in the Form F-3.

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

          (6)  The undersigned  registrant hereby undertakes to deliver or cause
               to be delivered with the  prospectus,  to each person to whom the
               prospectus  is  sent or  given,  the  latest  annual  report,  to
               security  holders  that  is  incorporated  by  reference  in  the
               prospectus and furnished pursuant to and meeting the requirements
               of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act of
               1934;  and, where interim  financial  information  required to be
               presented by Article 3 of Regulation  S-X is not set forth in the
               prospectus,  to deliver,  or cause to be delivered to each person
               to whom the  prospectus  is sent or given,  the latest  quarterly
               report that is  specifically  incorporated  by  reference  in the
               prospectus to provide such interim financial information.

          (7)  The  undersigned   registrant   hereby   undertakes  to  file  an
               application for the purpose of determining the eligibility of the
               trustee to act under  subsection  (a) of Section 310 of the Trust
               Indenture  Act  in  accordance  with  the  rules  an  regulations
               prescribed by the Commission under Section 305(b)(2) of the Trust
               Indenture Act.


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Athens, country of Greece on November 6, 2004.

                                    EXCEL MARITIME CARRIERS

                                    By:     /s/ Christopher J. Georgakis
                                            ------------------------------------
                                    Name:  Christopher J. Georgakis
                                    Title: Chief Executive Officer and President

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears  below  constitutes  and  appoints  each of  Christopher  J.  Georgakis,
Christopher  J. Thomas,  Gary J. Wolfe and Robert E. Lustrin his or her true and
lawful  attorney-in-fact  and  agent,  with  full  powers  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any or all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and necessary to be done, as fully for all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or his substitute,  may lawfully do or cause to
be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration Statement has been signed by the following persons on November 4,
2004 in the capacities indicated.

       Signature                               Title

/s/ Gabriel Panayotides       Chairman of the Board of Directors
- ------------------------
Gabriel Panayotides

/s/ George Agadekis           Vice President, Chief Operating Officer
- ------------------------      and Director
George Agadekis

/s/ Christopher J. Thomas     Chief Financial Officer, Treasurer and
- -------------------------     Director
Christopher J. Thomas

/s/ Trevor J. Williams        Director
- ------------------------
Trevor J. Williams


                            Authorized Representative

          Pursuant  to the  requirement  of the  Securities  Act  of  1933,  the
undersigned,  the duly undersigned  representative in the United States of Excel
Maritime Carriers Ltd., has signed this registration  statement in Delaware,  on
November 4, 2004.


PUGLISI & ASSOCIATES

By: /s/ Donald J. Puglisi
    ---------------------
Name:  Donald J. Puglisi
Title:



Exhibits
Filed
Herewith                           DESCRIPTION
- --------                           -----------

                              Description of Exhibits
                              -----------------------

4.3            Form of Debt Securities Indenture

5.1            Opinion of Seward & Kissel LLP, United States and Liberian
               counsel to Excel Maritime Carriers Ltd.

23.1           Consent of Seward & Kissel (included in Exhibit 5.1)

23.2           Consent of Ernst & Young

24             Power of Attorney (contained on signature page)

02545.0001 #513646v4