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		Per Share				Total
Public offering price		$	26.00			$	78,000,000
Underwriting discounts and commissions		$	1.37			$	4,110,000
Proceeds, before expenses, to us		$	24.63			$	73,890,000

Cantor Fitzgerald & Co.	Morgan Keegan & Company, Inc.

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Prospectus supplement
Prospectus supplement summary			S-1
Risk factors			S-11
Special note regarding forward-looking statements			S-12
Use of proceeds			S-14
Capitalization			S-15
Market price of common stock and dividends paid			S-16
Selected consolidated financial and operating data			S-17
Management’s discussion and analysis of financial condition and results of operations			S-20
Business			S-34
Management			S-57
Underwriting			S-58
Legal matters			S-61
Experts			S-61
Index to consolidated financial statements			F-1
Base prospectus
About this Prospectus			1
Forward-Looking Statements			1
Maritrans Inc.			3
Risk factors			4
Use of Proceeds			9
Ratio of Earnings to Fixed Charges			10
Description of Debt Securities			10
Description of Capital Stock			15
Plan of Distribution			18
Where You Can Find More Information			19
Legal Matters			20
Experts			20

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Common Stock we are offering		3,000,000 shares
Common Stock to be outstanding after this offering		11,542,127 shares
Use of proceeds		The net proceeds to us from this offering after deducting underwriting discounts and commissions and the estimated offering expenses payable by us will be approximately $73.1 million, or approximately $84.2 million if the underwriters exercise their over-allotment option in full. We intend to use the net proceeds from this offering to repay certain indebtedness and for capital expenditures. See “Use of Proceeds” on page S-14 of this prospectus supplement.
New York Stock Exchange symbol		TUG

•	5,563,585 shares of our common stock held by us in treasury;
•	229,928 shares of our common stock issuable upon exercise of options outstanding as of November 7, 2005, with a weighted average exercise price of $8.79 per share granted under our equity compensation plan;
•	314,874 shares of our common stock available for future issuance under our equity compensation plan as of November 7, 2005; and
•	450,000 shares of our common stock that may be purchased by the underwriters to cover over-allotments, if any.

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																						Nine months ended
		Year ended December 31,																				September 30,
		2000				2001				2002				2003				2004				2004				2005
		(in thousands)
Net income		$	5,012			$	7,692			$	9,514			$	18,735	(a)		$	9,832			$	8,391			$	16,912	(b)
Taxes			3,101				4,615				5,708				(1,089	)			2,975				2,146				7,699
Interest expense (net of capitalized interest)			6,401				4,437				2,600				2,458				2,318				1,544				2,259
Depreciation			17,254				17,958				19,137				20,758				22,193				16,321				17,162
EBITDA		$	31,768			$	34,702			$	36,959			$	40,862	(a)		$	37,318			$	28,402			$	44,032	(b)

	(a)	Includes the reversal of a $4.5 million reserve relating to a note receivable.

	(b)	Includes a $4.0 million litigation settlement received from Penn Maritime Inc. and Penn Tug & Barge Inc. and a $2.4 million charge relating to the retirement of Stephen Van Dyck as Executive Chairman of our Board of Directors.

(4)	Capacity is expressed in thousands of barrels, at period end.
(5)	Utilization is the ratio, expressed as a percentage, of the number of revenue days divided by the number of calendar days, each in a specified time period.
(6)	Time Charter Equivalent, or TCE, is a non-GAAP financial measure and a reconciliation of TCE revenue to voyage revenue, the most directly comparable GAAP measure, is set forth in the following table:

																							Nine months ended
			Year ended December 31,																				September 30,
			2000				2001				2002				2003				2004				2004				2005
			(in thousands)
Voyage revenue			$	123,677			$	123,377			$	128,987			$	138,205			$	149,718			$	109,693			$	134,800
	Voyage costs			26,906				21,502				19,755				23,721				30,175				20,576				30,691
	Time Charter Equivalent		$	96,771			$	101,875			$	109,232			$	114,484			$	119,543			$	89,117			$	104,109

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•	demand for, or level of consumption of, oil and petroleum products;
•	future spot market charter rates;
•	ability to attract and retain experienced, qualified and skilled crewmembers;
•	competition that could affect our market share and revenues;
•	risks inherent in marine transportation;
•	the cost and availability of insurance coverage;
•	delays or cost overruns in the building of new vessels, the double-hulling of our remaining single-hulled vessels and scheduled shipyard maintenance;
•	decrease in demand for lightering services;
•	environmental and regulatory conditions;
•	reliance on a limited number of customers for revenue;
•	the continuation of federal law restricting United States point-to-point maritime shipping to US vessels (the Jones Act);
•	asbestos-related lawsuits;
•	fluctuating fuel prices;
•	high fixed costs;
•	capital expenditures required to operate and maintain a vessel may increase due to government regulations;
•	reliance on unionized labor;

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•	federal laws covering our employees that may subject us to job-related claims; and
•	significant fluctuations of our stock price.

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				As of
				September 30, 2005
				Actual				As adjusted
				(dollars in thousands,
				except par value)
Cash and cash equivalents				$	811			$	72,411
Revolving credit facility				$	1,500			$	—
Other long-term debt, less current portion					56,414				56,414
Stockholders’ equity:
	Common Stock, $.01 par value, authorized 30,000,000 shares; 14,105,712 issued shares, actual; 17,105,712 issued shares, as adjusted				141				171
	Capital in excess of par value				90,173				163,243
	Retained earnings				71,446				71,446
	Unearned compensation				(1,189	)			(1,189	)
	Cost of shares held in treasury, 5,563,585 shares actual and as adjusted				(53,235	)			(53,235	)
		Total stockholders’ equity			107,336				180,436
Total capitalization				$	165,250			$	236,850

•	229,928 shares of our common stock issuable upon exercise of options outstanding as of November 7, 2005, with a weighted average exercise price of $8.79 per share granted under our equity compensation plan;
•	314,874 shares of our common stock available for future issuance under our equity compensation plan as of November 7, 2005; and
•	450,000 shares of our common stock that may be purchased by the underwriters to cover over-allotments, if any.

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			High				Low				Dividend
2003
	First quarter		$	14.80			$	11.60			$	0.11
	Second quarter			16.48				12.90				0.11
	Third quarter			16.50				13.49				0.11
	Fourth quarter			17.50				14.75				0.11
2004
	First quarter		$	18.17			$	15.45			$	0.11
	Second quarter			16.73				14.30				0.11
	Third quarter			16.35				13.60				0.11
	Fourth quarter			19.10				15.03				0.11
2005
	First quarter		$	20.30			$	16.50			$	0.11
	Second quarter			27.97				16.95				0.11
	Third quarter			35.09				25.05				0.11
	Fourth quarter (through December 8, 2005)			34.72				26.51				0.11	(1)

(1)	Declared on November 2, 2005 and payable on November 30, 2005 to stockholders of record at the close of business on November 16, 2005.

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																							Nine months ended
			Year ended December 31,																				September 30,
Consolidated income
statement data			2000				2001				2002				2003				2004				2004				2005
			(in thousands, except per share data)
Revenues			$	123,715			$	123,410			$	128,987			$	138,205			$	149,718			$	109,693			$	134,800
Costs and expenses:
	Operations expense		$	69,407				64,665				66,299				72,826				80,517				57,689				70,518
	Maintenance expense			17,234				15,652				19,088				22,361				20,761				15,670				15,312
	General and administrative			8,786				7,323				7,859				8,552				11,709				8,444				10,017
	Depreciation			17,254				17,958				19,137				20,758				22,193				16,321				17,162
	Loss on extinguishment of debt			—				4,001				—				—				—				—				—
Total operating expenses				112,681				109,599				112,383				124,497				135,180				98,124				113,009
Gain on sale of asset				—				472				—				1,099				—				—				647
Operating income				11,034				14,283				16,604				14,807				14,538				11,569				22,438
Interest expense (net of capitalized interest of $662, $472, $383, $442, $1,152, $936 and $643, respectively)				(6,401	)			(4,437	)			(2,600	)			(2,458	)			(2,318	)			(1,544	)			(2,259	)
Interest income				3,973				2,405				857				768				254				198				281
Other (loss) income, net				(493	)			56				361				4,529				333				314				4,151
Income before income taxes				8,113				12,307				15,222				17,646				12,807				10,537				24,611
Income tax provision (benefit)				3,101				4,615				5,708				(1,089	)			2,975				2,146				7,699
Net income			$	5,012			$	7,692			$	9,514			$	18,735			$	9,832			$	8,391			$	16,912
Basic earnings per share			$	0.46			$	0.77	(1)		$	1.18			$	2.35			$	1.20			$	1.03			$	2.02
Diluted earnings per share			$	0.45			$	0.72	(1)		$	1.10			$	2.22			$	1.16			$	1.00			$	1.98
Shares used in computing basic EPS				10,883				10,043				8,055				7,963				8,200				8,171				8,384
Shares used in computing diluted EPS				11,198				10,637				8,684				8,427				8,444				8,425				8,562

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																								Nine months ended
				Year ended December 31,																				September 30,
Consolidated balance sheet and
other data				2000				2001				2002				2003				2004				2004				2005
				(in thousands, except per day)
Balance Sheet:
Cash and cash equivalents				$	36,598			$	3,558			$	239			$	3,614			$	6,347			$	11,113			$	811
Working capital(2)					48,046				6,011				7,817				3,040				13,796				17,277				4,946
Total assets					247,579				200,427				211,557				214,935				231,783				233,565				250,017
Total debt					75,860				42,988				68,750				60,093				63,129				64,035				61,831
Stockholders’ equity					90,446				88,064				69,387				85,174				92,404				91,268				107,336
Cash flow data:
Net cash provided by (used in)
	Operating activities			$	30,756			$	20,417			$	31,218			$	38,870			$	28,410			$	23,628			$	37,724
	Investing activities				10,553				(6,019	)			(31,915	)			(23,062	)			(25,111	)			(17,382	)			(39,181	)
	Financing activities				(17,943	)			(47,438	)			(2,622	)			(12,433	)			(566	)			1,273				(4,079	)
Other data:
EBITDA(3)				$	31,768			$	34,702			$	36,959			$	40,862			$	37,318			$	28,402			$	44,032
Capital expenditures
	Newbuilds				—				—				—				—				—				—				14,891
	Rebuilds				12,378				16,442				22,120				18,205				22,039				14,484				16,680
	Other				3,120				3,730				10,561				7,171				11,352				10,272				8,257
		Total			15,498				20,172				32,681				25,376				33,391				24,756				39,828
Total fleet capacity(4)					3,635				3,635				3,631				3,628				3,652				3,652				3,677
	Double-hulled oil carrying capacity(4)				1,622				1,622				1,872				2,122				2,330				2,330				2,536
		% of which is barge capacity			67	%			67	%			71	%			75	%			77	%			77	%			79	%
		% of which is tanker capacity			33	%			33	%			29	%			25	%			23	%			23	%			21	%
Barrels carried					189,305				183,458				177,628				179,950				175,758				130,687				132,108
Available days					4,987				4,948				4,956				4,953				4,854				3,679				3,642
Revenue days					4,743				4,587				4,485				4,616				4,430				3,338				3,379
Drydock days— double-hulling					272				202				214				117				312				220				148
Utilization(5)					85.7	%			83.4	%			81.9	%			84.3	%			80.7	%			81.2	%			82.5	%
Time Charter Equivalent (TCE)(6)				$	96,771			$	101,875			$	109,232			$	114,484			$	119,543			$	89,117			$	104,109
TCE per available day					19,405				20,589				22,040				23,114				24,628				24,223				28,588

(1)	Basic and diluted earnings per common share includes an extraordinary loss of $0.25 and $0.24 per share, respectively.
(2)	Current assets minus current liabilities.
(3)	EBITDA is a non-GAAP financial measure, which means that it is not calculated in accordance with generally accepted accounting principles, or GAAP. We define EBITDA as net income plus taxes, interest expense (net of capitalized interest) and depreciation. We do not intend EBITDA to represent cash flows from operations or any other items calculated in accordance with GAAP or as an indicator of our operating performance. Our definition of EBITDA may not be comparable with EBITDA as defined by other companies. We believe EBITDA is commonly used by financial analysts and others in our industry and thus provides useful information to investors. Our management monitors EBITDA because it is used to determine the rate at which interest accrues on outstanding borrowings under our revolving credit facility and is one measure of our leverage capacity and debt servicing ability. EBITDA is not necessarily indicative of the amounts we

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	have available for discretionary use by us. The following table reconciles EBITDA to net income, the most directly comparable GAAP measure:

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2000				2001				2002				2003				2004				2004				2005
		(in thousands
Net income		$	5,012			$	7,692			$	9,514			$	18,735	(a)		$	9,832			$	8,391			$	16,912	(b)
Taxes			3,101				4,615				5,708				(1,089	)			2,975				2,146				7,699
Interest expense (net of capitalized interest)			6,401				4,437				2,600				2,458				2,318				1,544				2,259
Depreciation			17,254				17,958				19,137				20,758				22,193				16,321				17,162
EBITDA		$	31,768			$	34,702			$	36,959			$	40,862	(a)		$	37,318			$	28,402			$	44,032	(b)

(a)	Includes the reversal of a $4.5 million reserve relating to a note receivable.

(b)	Includes a $4.0 million litigation settlement received from Penn Maritime Inc. and Penn Tug & Barge Inc. and a $2.4 million charge relating to the retirement of Stephen Van Dyck as Executive Chairman of our Board of Directors.

(4)	Capacity is expressed in thousands of barrels, at period end.
(5)	Utilization is the ratio, expressed as a percentage, of the number of revenue days divided by the number of calendar days, each in a specified time period.
(6)	Time Charter Equivalent, or TCE, is a non-GAAP financial measure and a reconciliation of TCE revenue to voyage revenue, the most directly comparable GAAP measure, is set forth in the following table:

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		2000				2001				2002				2003				2004				2004				2005
		(in thousands
Voyage revenue		$	123,677			$	123,377			$	128,987			$	138,205			$	149,718			$	109,693			$	134,800
Voyage costs			26,906				21,502				19,755				23,721				30,175				20,576				30,691
Time Charter Equivalent		$	96,771			$	101,875			$	109,232			$	114,484			$	119,543			$	89,117			$	104,109

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		September 30, 2005				September 30, 2004
(dollars in thousands)
Voyage revenue		$	134,800			$	109,693
Voyage costs			30,691				20,576
Time Charter Equivalent		$	104,109			$	89,117
Vessel utilization			82.5	%			81.2	%
Available days			3,642				3,679
Revenue days			3,379				3,338

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		December 31, 2004				December 31, 2003
		(dollars in thousands)
Voyage revenue		$	149,718			$	138,205
Voyage costs			30,175				23,721
Time Charter Equivalent		$	119,543			$	114,484
Vessel utilization			80.7	%			84.3	%
Available days			4,854				4,953
Revenue days			4,430				4,616

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		December 31, 2003				December 31, 2002
		(dollars in thousands)
Voyage revenue		$	138,205			$	128,987
Voyage costs			23,721				19,755
Time Charter Equivalent		$	114,484			$	109,232
Vessel utilization			84.3	%			81.9	%
Available days			4,953				4,956
Revenue days			4,616				4,485

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•	$1.5 million under the Revolving Credit Facility;
•	$4.9 million under Term Loan A;
•	$27.1 million under Term Loan B; and
•	$28.3 million under Term Loan C.

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						Less than				One to				Three to				More than
		Total				one year				three years				five years				five years
		(in thousands)
Debt Obligations		$	61,831			$	3,917			$	10,027			$	6,517			$	41,370
Operating Leases			2,576				532				1,118				926				—
Purchase Obligations(1)			254,398				59,826				182,739				11,833				—
Total		$	318,805			$	64,275			$	193,884			$	19,276			$	41,370

(1)	Purchase obligations represent amounts due under vessel rebuild contracts and contracts for our ATB new builds existing as of September 30, 2005.

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		Expected Years of Maturity
Liabilities		2005(1)				2006				2007				2008				2009				Thereafter
		(in thousands)
Fixed Rate		$	959			$	3,973			$	4,202			$	4,445			$	3,007			$	43,745
Average Interest Rate			5.89	%			5.92	%			5.94	%			5.97	%			5.97	%			6.03	%
Variable Rate			—				—			$	1,500	(2)			—				—				—
Average Interest Rate			—				—				6.75	%			—				—				—

(1)	For the period October 1, 2005 through December 31, 2005.
(2)	On October 7, 2005, we amended our Revolving Credit Facility to extend the maturity of the amount outstanding to October 2010. See discussion under “Liquidity and Capital Resources” above.

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		Six Months
		Ended
		June 30,				Year Ended December 31,
		2005				2004				2003				2002				2001				2000
Ratio of earnings to fixed charges			9.23				4.25				6.59				5.66				4.09				2.04

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(1)	Excluding vessels operating in the Alaska crude oil market.

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•	Market Position. We are a leading transporter of refined petroleum products into the Southeastern United States. We believe that we are currently the largest transporter of the clean oil delivered into Florida with an approximately 20% market share, including the transport of approximately 40% of the clean oil delivered into Tampa. Florida is one of the fastest growing states in terms of gross domestic product and population, and has no interstate refined product pipelines or refineries producing clean oil; thus waterborne transportation is the most cost effective means of transporting products into the state. We also have in excess of an 80% share of the Delaware Bay lightering market. In the spot market, we currently have the largest spot capacity by both number of vessels and aggregate tonnage in the Jones Act trade in our vessel size range. We believe that we can use our position as a leader in these markets to maximize both capacity utilization and the rates that we are able to charge.
•	Long-term Customer Relationships. We have a strong customer base that includes several of the leading petroleum companies in the world. We strive to establish long-term relationships as a key business partner with our customers by working closely with them to meet or exceed their expectations for service, safety and environmental standards. Chevron, Sunoco and Marathon, which were three of our top five customers during the nine months ended September 30, 2005, have each been doing business with us for more than 25 years. We believe that these close-working, long-term relationships have enabled us to become the provider of choice of our top customers and have resulted in stable revenue streams to us.
•	Superior Fleet Economics and Relative Low Cost Tonnage. We believe that the operating economics of our tug/barge units provide us a substantial advantage over our competition, which primarily operates oil tankers. Tug/barge units operate with a crew of 8-12 as compared to a standard crew of 20-22 for oil tankers, while providing comparable capacity and only slightly reduced speed. We have developed a patented double-hulling process of computer-assisted design and prefabrication that enables us to convert our existing single-hulled barges for substantially less cost and in approximately half the time than building new replacement vessels. Our most recent barge rebuilds, the M214 (delivered in July 2004) and the M209 (completed in the second quarter

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	of 2005) included the insertion of 30,000-barrel mid-bodies, which increased the carrying capacity of each vessel by approximately 15%. Including those mid-bodies, the barge rebuild cost of approximately $125 per barrel compares favorably to current average barge new build prices that we believe to be $174 or more per barrel. In addition, while we have estimated the economic life of a rebuilt barge at 20 years, studies conducted by the American Bureau of Shipping have shown that these barges can have a fatigue life of over 30 years. Further, our recently announced ATB new builds, which include tugboats, are expected to cost approximately $230 per propelled barrel, as compared to an approximate average of $264 per propelled barrel for all recently announced third-party new builds in our vessel size range. We believe that the lower operating and construction costs of our vessels position us to offer the lowest delivered cost per barrel to our customers.
•	OPA Compliance. We believe we are substantially ahead of the average for owners and operators of vessels in our size range in preparing our fleet for OPA compliance. OPA requires all newly constructed petroleum tank vessels engaged in marine transportation of oil and petroleum products in the US to be double-hulled. It also gradually phases out the operation of single-hulled tank vessels in US waters, on a schedule based on size and age through 2015. As of the date of this prospectus supplement, approximately 69% of our oil carrying fleet capacity was double-hulled, compared to 40% of all competing vessels in our vessel size range. In the term charter market, some of our customers have begun to require that vessels transporting their products be double-hulled in advance of OPA’s contemplated compliance schedule.
•	Strong and Flexible Balance Sheet. We maintain a strong balance sheet that we believe will give us the financial flexibility to pursue strategic opportunities when they arise. For the nine-month period ended September 30, 2005, net cash generated by operating activities, augmented by borrowings under our credit facilities, were sufficient to meet our debt service obligations and loan agreement covenants, to make capital acquisitions and improvements and to allow us to pay a dividend in each of the three quarters during the period. We were able to do this while our debt to total capitalization, as of September 30, 2005, was only 0.37:1. We plan to use a portion of the net proceeds from this offering to further strengthen our balance sheet by paying down the outstanding balance under our revolving credit facility. After paying down these amounts, we will have $60.0 million of borrowing capacity under our revolving credit facility.
•	Safety and Environmental Excellence. We believe that we have an industry-leading safety record. For the past five years, we averaged less than 1 gallon spilled per billion gallons carried. We believe that some customers select transporters on the basis of a demonstrated record of safe operations. We believe that the measures we have implemented to promote higher quality operations and our longstanding commitment to safe transportation practices benefit our marketing efforts with these customers.
•	Experienced Executive Team and Stable Employee Base. Our senior management team has an average of 20 years experience in the maritime industry, and in the last two years we have added certain key members to our team, including Jonathan P. Whitworth, who became our chief executive officer in May 2004 and has more than 16 years of maritime industry experience. In addition, the operation of our vessels depends on our ability to attract and retain experienced, qualified and skilled crewmembers. As an example of our success in employee retention, our captains and chief mates on our tug/barge fleet average more than 17 years of service with us.

•	Optimize Fleet Deployment to Maximize Rates. We believe that by optimizing the deployment of our vessels between term contracts and the spot market we can maximize the rates we receive for

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	our services. The retirement of Jones Act tonnage due to OPA requirements and the overall demand for Jones Act vessels has resulted in a favorable rate environment, and thus we have been able to renew contracts recently at significantly higher rates. Approximately 65% of our oil carrying fleet capacity is currently under contract, with the remaining 35% in the spot market primarily transporting clean products. We charter our vessels in the spot market in one-time open market transactions where services are provided at current rates. In addition, when our remaining single-hulled tankers reach their OPA retirement dates, we will seek to redeploy them for transportation of alternative non-petroleum cargo. For example, in October 2005, we signed a grain cargo voyage to Sri Lanka for our tanker Allegiance, which was scheduled to be removed from petroleum transportation in December 2005 in accordance with OPA. We strive to achieve a strategic balance between spot and contract coverage while taking advantage of opportunities to renew our contracts at higher rates in order to maximize the rates we receive for our services. In addition, we attempt to convert our consecutive voyage charters to time charters as they expire in order to minimize exposure to voyage delays that can adversely affect revenue generated.
•	Position Maritrans to Continue to Take Advantage of Retiring Jones Act Tonnage. We will continue to invest in our fleet, through both the double-hulling of existing barges and the construction of new vessels. Six consecutive years of net declines in both vessel count and aggregate tonnage in Jones Act petroleum transport has reduced excess capacity and created a more positive pricing environment in our industry. Construction lead time at US shipyards now extends approximately 2 years, and we are currently aware of 19 new vessels in our vessel size range that are scheduled to be built for us and our competitors. While these new builds may result in an increase in Jones Act supply in the short term, we estimate that 24 vessels in our vessel site range will be retired pursuant to OPA during the seven year period we estimate it will take to deliver our competitors’ new builds. We believe that this limited capacity and significant new build lead time will result in the continuation of a strong petroleum transportation rate environment over the next several years. We have reserved shipyard slots for the double-hulling of two of our single-hulled barges and the construction of three new ATBs. These five double-hulled barges are currently expected to be delivered between the second half of 2006 and the end of 2008, at which time we anticipate that approximately 95% of our oil carrying fleet capacity will be double-hulled. Upon completion of our barge rebuild program, which is currently approximately two-thirds complete, we expect to have added approximately 166,000 barrels of capacity as a result of the insertion of new mid-bodies. We believe that the completion of our barge rebuild program will increase our utilization rates due to decreased out of service time.
•	Expand Lightering Services. We continually monitor and evaluate the crude oil supply patterns of the Delaware River and other Mid-Atlantic Coast refineries in an effort to expand our lightering services in that market. We believe that the Mid-Atlantic Coast refineries are dependent on foreign shipments of crude oil and that our lightering services offer the lowest cost and most reliable method of transportation for this supply. We will continue to work with our customers to expand the scope of the lightering services that we offer in this market. We believe that the increased carrying capacity and speed of our three new ATBs will position us to utilize these vessels to provide additional lightering business both in the Delaware River and in other parts of the Mid-Atlantic Coast.
•	Capitalize on Market Opportunities. In addition to investing in our current fleet, we continually monitor and assess conditions in our markets to identify strategic opportunities that could help us further grow our business. These opportunities could include in-chartering vessels, as we did with the M/V Seabrook, acquiring vessels or other companies in our markets or expanding into services that are complementary to those that we currently offer our customers.

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Chevron			24.7	%
Sunoco			18.3
Valero			14.5
ConocoPhillips			13.8
Marathon			9.8
Murphy			5.6
BP			4.0
Vitol			3.9
Morgan Stanley			1.7
Citgo			1.1
Total			97.4	%

•	Contract of Affreightment. Contracts of Affreightment, or COAs, obligate us to transport certain volumes of cargo between specified points for a certain period of time with no designation of the vessel to be used. COAs give us greater flexibility in timing and scheduling of vessels since no specific vessel designation is required. For example, lightering services that are provided to our customers in the Delaware Bay region are typically pursuant to COAs under which we commit to provide such services using a vessel of our choice. When choosing the vessel, we take into account positioning and varying capacity at the time the inbound vessel is ready to discharge some portion of its load.
•	Consecutive Voyage Charters. Consecutive Voyage Charters, or CVCs, are used when a customer contracts for a particular vessel for a certain period of time to transport volumes of cargo between

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	specified points for a rate that is determined on a delivered-barrel basis. We bear the risk of delays under CVC arrangements, and, therefore, we have recently begun to seek to convert the customer relationships to a time charters when our CVCs expire.
•	Time Charter. Time charters are typically used when a customer wants the exclusive use of a particular vessel for an extended period of time, often for one year or more. We earn revenue on time charters on the basis of a rate-per-day, and the voyage costs, such as port charges and fuel, are directly passed through to our customer.

Barge or

Tanker Initial

Capacity

Construction/

Barges/Tugs

in Barrels(1)

Double-Hull

Rebuild Date

M 400/Constitution

410,000

Yes

1981

Originally built with double-hull

M 300/Liberty

263,000

Yes

1979

Originally built with double-hull

M 254/Intrepid

250,000

Yes

2002

Double-hull rebuild

M 252/Navigator

250,000

Yes

2002

Double-hull rebuild

M 244/Seafarer

240,000

Yes

2000

Double-hull rebuild

M 215/Freedom

214,000

No

1975

Decision to rebuild has not yet been made(2)

Ocean 211/Independence

212,000

No

2007

Scheduled double-hull delivery (3)

M 210/Columbia

213,000

No

2006

Scheduled double-hull delivery (3)

M 214/Honour

208,000

Yes

2004

Double-hull rebuild(4)

M 209/Enterprise

206,000

Yes

2005

Double-hull rebuild(4)

M 192/Valour

172,000

Yes

1998

Double-hull rebuild

Total oil carrying capacity

2,638,000

Oil Tankers

Perseverance

251,000

No

1981

(5)

Integrity

270,000

Yes

1975

Originally built with double-hull

Diligence

270,000

Yes

1977

Originally built with double-hull

Seabrook

224,000

No

1983

(6)

Total oil carrying capacity

1,015,000

Other

Allegiance

251,000

No

1980

Redeployed in transport of grain

Total capacity

3,904,000

(4)	Completion of the double-hull rebuild included a 30,000 barrel mid-body insertion.
(5)	Expected to be redeployed for transportation of non-petroleum cargo upon mandated OPA phase-out.
(6)	Chartered in from Seabrook Carriers Inc.

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•	it is organized under the laws of the United States or of a state;
•	its chief executive officer, by whatever title, its chairman of its board of directors and all persons authorized to act in the absence or disability of such persons are US citizens;
•	no more than a minority of the number of its directors (or equivalent persons) necessary to constitute a quorum are non-US citizens; and
•	at least 75.0% of the stock or equity interest and voting power in the corporation is beneficially owned by US citizens free of any trust, fiduciary arrangement or other agreement, arrangement or understanding whereby voting power may be exercised directly or indirectly by non-US citizens.

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•	address a “worst case” scenario and identify and ensure, through contract or other approved means, the availability of necessary private response resources;
•	describe crew training and drills; and
•	identify a qualified individual with specific authority and responsibility to implement removal actions in the event of an oil spill.

•	natural resource damages and related assessment costs;
•	real and personal property damages;

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•	net loss of taxes, royalties, rents, fees and other lost revenues;
•	net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards;
•	loss of profits or impairment of earning capacity due to the injury, destruction or loss of real property, personal property and natural resources; and
•	loss of use of natural resources.

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Name		Age				Position
Jonathan P. Whitworth			38			Chief Executive Officer, Maritrans Inc., and President, Maritrans General Partner Inc.
Walter T. Bromfield			50			Vice President, Chief Financial Officer and Secretary, Maritrans Inc.
Christopher J. Flanagan			45			Vice President, Engineering and Maintenance, Maritrans Operating Company L.P.
Rosalee R. Fortune			55			Vice President, Business Services, Maritrans Operating Company L.P.
Norman D. Gauslow			59			Vice President, Operations, Maritrans Operating Company L.P.
Stephen M. Hackett			46			Vice President, Chartering, Maritrans Operating Company L.P.
Matthew J. Yacavone			38			Vice President, Business Development, Maritrans Inc.

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			Number of
Underwriters			shares
UBS Securities LLC				1,650,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated				900,000
Cantor Fitzgerald & Co.				225,000
Morgan Keegan & Company, Inc.				225,000
	Total			3,000,000

•	receipt and acceptance of our common stock by the underwriters, and
•	the underwriters’ right to reject orders in whole or in part.

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			No exercise				Full exercise
Per share			$	1.37			$	1.37
	Total		$	4,110,000			$	4,726,500

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•	stabilizing transactions;
•	short sales;
•	purchases to cover positions created by short sales;
•	imposition of penalty bids; and
•	syndicate covering transactions.

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			Page
Unaudited Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004			F-2
	Consolidated Statements of Income, Three Months ended September 30, 2005 and 2004			F-3
	Consolidated Statements of Income, Nine Months Ended September 30, 2005 and 2004			F-4
	Consolidated Statements of Cash Flows, Nine Months ended September 30, 2005 and 2004			F-5
	Notes to Consolidated Financial Statements			F-6
Audited Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm			F-11
	Report of Independent Registered Public Accounting Firm			F-12
	Consolidated Balance Sheets as of December 31, 2004 and 2003			F-13
	Consolidated Statements of Income, Three Years ended December 31, 2004			F-14
	Consolidated Statements of Cash Flows, Three Years ended December 31, 2004			F-15
	Consolidated Statements of Stockholders’ Equity, Three Years ended December 31, 2004			F-16
	Notes to the Consolidated Financial Statements			F-17

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				September 30,				December 31,
				2005				2004
				(unaudited)				(Note 1)
				(in thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	811			$	6,347
	Trade accounts receivable				14,958				14,809
	Claims and other receivables				1,425				2,625
	Inventories				4,953				3,665
	Deferred income tax benefit				6,572				6,061
	Prepaid expenses				3,257				3,047
		Total current assets			31,976				36,554
Vessels and equipment					430,684				397,523
	Less accumulated depreciation				216,094				205,599
		Net vessels and equipment			214,590				191,924
Goodwill					2,863				2,863
Other					588				442
		Total Assets		$	250,017			$	231,783
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Debt due within one year			$	3,917			$	3,756
	Trade accounts payable				2,811				4,790
	Accrued shipyard costs				6,518				6,393
	Accrued wages and benefits				3,041				2,477
	Current income taxes				5,850				2,210
	Other accrued liabilities				4,893				3,132
		Total current liabilities			27,030				22,758
Long-term debt					57,914				59,373
Accrued shipyard costs					9,776				9,589
Long-term tax payable					5,714				6,875
Other liabilities					6,575				4,780
Deferred income taxes					35,672				36,004
		Total non-current liabilities			115,651				116,621
Stockholders’ equity:
	Common stock				141				140
	Capital in excess of par value				90,173				88,195
	Retained earnings				71,446				57,350
	Unearned compensation				(1,189	)			(1,268	)
	Less: Cost of shares held in treasury				(53,235	)			(52,013	)
		Total stockholders’ equity			107,336				92,404
		Total liabilities and stockholders’ equity		$	250,017			$	231,783

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			Three Months Ended
			September 30,
			2005				2004
			(unaudited)
			(in thousands, except
			per share amounts)
Revenues			$	44,930			$	38,285
Costs and expenses:
	Operations expense			23,233				20,935
	Maintenance expense			5,221				5,185
	General and administrative			2,208				2,907
	Depreciation			5,947				5,852
	Total operating expense			36,609				34,879
Operating income				8,321				3,406
Interest expense				(838	)			(791	)
Interest income				114				67
Other income				59				17
Income before income taxes				7,656				2,699
Income tax provision (benefit)				1,510				(793	)
Net income			$	6,146			$	3,492
Basic earnings per share			$	0.73			$	0.42
Diluted earnings per share			$	0.71			$	0.41
Dividends declared per share			$	0.11			$	0.11

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			Nine months ended
			September 30,
			2005				2004
			(unaudited)
			(in thousands, except
			per share amounts)
Revenues			$	134,800			$	109,693
Costs and expenses:
	Operations expense			70,518				57,689
	Maintenance expense			15,312				15,670
	General and administrative			10,017				8,444
	Depreciation			17,162				16,321
	Total operating expense			113,009				98,124
Gain on sale of assets				647				—
Operating income				22,438				11,569
Interest expense				(2,259	)			(1,544	)
Interest income				281				198
Other income				4,151				314
Income before income taxes				24,611				10,537
Income tax provision				7,699				2,146
Net income			$	16,912			$	8,391
Basic earnings per share			$	2.02			$	1.03
Diluted earnings per share			$	1.98			$	1.00
Dividends declared per share			$	0.33			$	0.33

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					Nine months ended
					September 30,
					2005				2004
					(unaudited)
					(in thousands)
Cash flows from operating activities:
	Net income				$	16,912			$	8,391
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation				17,162				16,321
		Deferred income taxes				(843	)			(1,588	)
		Tax benefit on stock compensation				813				1,503
		Changes in receivables, inventories and prepaid expenses				(447	)			(5,556	)
		Changes in current liabilities and other				4,098				505
		Non-current asset and liability changes, net				676				4,022
		Gain on sale of assets				(647	)			—
	Total adjustments to net income					20,812				15,237
			Net cash provided by operating activities			37,724				23,628
Cash flows from investing activities:
		Proceeds from sale of assets				647				—
		Collections on notes receivable				—				7,374
		Purchase of vessels and equipment				(39,828	)			(24,756	)
			Net cash used in investing activities			(39,181	)			(17,382	)
Cash flows from financing activities:
		Borrowings under long-term debt				—				29,500
		Payment of long-term debt				(2,797	)			(2,058	)
		Payments under revolving credit facility				(3,500	)			(30,000	)
		Borrowings under revolving credit facility				5,000				6,500
		Proceeds from exercise of stock options				34				86
		Dividends declared and paid				(2,816	)			(2,755	)
			Net cash (used in) provided by financing activities			(4,079	)			1,273
Net (decrease) increase in cash and cash equivalents						(5,536	)			7,519
Cash and cash equivalents at beginning of period						6,347				3,614
Cash and cash equivalents at end of period					$	811			$	11,133

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1.	BASIS OF PRESENTATION/ ORGANIZATION

2.	EARNINGS PER COMMON SHARE

		Three Months
		Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
		(in thousands)
Income available to common stockholders used in basic EPS		$	6,146			$	3,492			$	16,912			$	8,391
Weighted average number of common shares used in basic EPS			8,411				8,280				8,384				8,171
Effect of dilutive stock options and restricted shares			185				168				178				254
Weighted number of common shares and dilutive potential common stock used in diluted EPS			8,596				8,448				8,562				8,425

3.	STOCK-BASED COMPENSATION

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		Three Months				Nine Months
		Ended				Ended
		September 30, 2004				September 30, 2004
		(dollars in thousands,
		except per share data)
Net income as reported		$	3,492			$	8,391
Add: Stock based compensation included in net income, net of tax			12				39
Deduct: Total stock based compensation determined under the fair value based method, net of tax			16				54
Pro forma net income		$	3,488			$	8,376
Basic earnings per share as reported		$	0.42			$	1.03
Pro forma basic earnings per share		$	0.42			$	1.03
Diluted earnings per share as reported		$	0.41			$	1.00
Pro forma diluted earnings per share		$	0.41			$	0.99

4.	INCOME TAXES

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5.	SHARE BUYBACK PROGRAM

6.	IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

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7.	RETIREMENT PLANS

		Three months								Nine months
		ended								ended
		September 30,								September 30,
		2005				2004				2005				2004
		(in thousands)
Service cost of current period		$	111			$	157			$	333			$	471
Interest cost on projected benefit obligation			487				463				1,460				1,389
Expected return on plan assets			(509	)			(478	)			(1,528	)			(1,430	)
Amortization of prior service cost			35				34				104				104
Net periodic pension cost		$	124			$	176			$	369			$	534

8.	SALE OF ASSET

9.	RETIREMENT AGREEMENT

10.	COMMITMENTS AND CONTINGENCIES

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11.	SHELF REGISTRATION

12.	SUBSEQUENT EVENT

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	/s/ ERNST & YOUNG LLP

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	/s/ ERNST & YOUNG LLP

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				December 31,
				2004				2003
				(in thousands,
				except
				share amounts)
ASSETS
Current assets:
	Cash and cash equivalents			$	6,347			$	3,614
	Trade accounts receivable (net of allowance for doubtful accounts of $175 and $550, respectively)				14,809				6,139
	Claims and other receivables				2,625				3,140
	Inventories				3,665				2,854
	Deferred income tax benefit				6,061				3,480
	Prepaid expenses				3,047				3,210
		Total current assets			36,554				22,437
Vessels and equipment					397,523				364,134
	Less accumulated depreciation				205,599				183,406
		Net vessels and equipment			191,924				180,728
Notes receivable					—				7,815
Goodwill					2,863				2,863
Other					442				1,092
		Total assets		$	231,783			$	214,935
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Debt due within one year			$	3,756			$	2,533
	Trade accounts payable				4,790				5,649
	Accrued shipyard costs				6,393				4,315
	Accrued wages and benefits				2,477				1,643
	Other accrued liabilities				5,342				5,257
		Total current liabilities			22,758				19,397
Long-term debt					59,373				57,560
Accrued shipyard costs					9,589				6,473
Long-term tax payable					6,875				8,500
Other liabilities					4,780				4,777
Deferred income taxes					36,004				33,054
Stockholders’ equity:
	Preferred stock, $.01 par value, authorized 5,000,000 shares; none issued				—				—
	Common stock, $.01 par value, authorized 30,000,000 shares; issued:
	2004—14,041,330 shares; 2003—13,644,498 shares				140				136
	Capital in excess of par value				88,195				82,527
	Retained earnings				57,350				51,205
	Unearned compensation				(1,268	)			(614	)
	Less: Cost of shares held in treasury: 2004—5,567,735; 2003—5,485,404 shares				(52,013	)			(48,080	)
		Total stockholders’ equity			92,404				85,174
		Total liabilities and stockholders’ equity		$	231,783			$	214,935

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			For the Year Ended December 31,
			2004				2003				2002
			(in thousands, except
			per share amounts)
Revenues			$	149,718			$	138,205			$	128,987
Costs and expenses:
	Operations expense			80,517				72,826				66,299
	Maintenance expense			20,761				22,361				19,088
	General and administrative			11,709				8,552				7,859
	Depreciation			22,193				20,758				19,137
	Total operating expense			135,180				124,497				112,383
Gain on sale of assets				—				1,099				—
Operating income				14,538				14,807				16,604
Interest expense (net of capitalized interest of $1,152, $442, and $383 respectively)				(2,318	)			(2,458	)			(2,600	)
Interest income				254				768				857
Other income, net				333				4,529				361
Income before income taxes				12,807				17,646				15,222
Income tax provision (benefit)				2,975				(1,089	)			5,708
Net income			$	9,832			$	18,735			$	9,514
Basic earnings per share			$	1.20			$	2.35			$	1.18
Diluted earnings per share			$	1.16			$	2.22			$	1.10
Dividends declared per share			$	0.44			$	0.44			$	0.42

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						For the Year Ended December 31,
						2004				2003				2002
						(dollars in thousands)
Cash flows from operating activities:
Net income						$	9,832			$	18,735			$	9,514
Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation					22,193				20,758				19,137
		Deferred income taxes					369				4,439				3,802
		Decrease in long-term tax payable					(1,625	)			(7,700	)			—
		Stock compensation					418				158				193
		Tax benefit on stock compensation					1,894				671				—
		Changes in receivables, inventories and prepaid expenses					(9,268	)			3,136				(1,045	)
		Changes in current liabilities, other than debt					825				3,616				1,747
		Non-current asset and liability changes, net					3,772				(3,844	)			(2,130	)
		Gain on sale of assets					—				(1,099	)			—
			Total adjustments to net income				18,578				20,135				21,704
				Net cash provided by operating activities			28,410				38,870				31,218
Cash flows from investing activities:
		Proceeds from sale of marine vessels and equipment					—				1,849				—
		Collections on notes receivable					8,280				465				766
		Purchase of marine vessels and equipment					(33,391	)			(25,376	)			(32,681	)
				Net cash used in investing activities			(25,111	)			(23,062	)			(31,915	)
Cash flows from financing activities:
		Borrowings under long-term debt					29,500				36,790				9,000
		Payment of long-term debt					(2,965	)			(41,446	)			(10,738	)
		Payments under revolving credit facility					(30,000	)			(4,000	)			(2,000	)
		Borrowings under revolving credit facility					6,500				—				29,500
		Proceeds from stock option exercises					86				158				878
		Purchase of treasury stock					—				(344	)			(25,826	)
		Dividends declared and paid					(3,687	)			(3,591	)			(3,436	)
				Net cash used in financing activities			(566	)			(12,433	)			(2,622	)
Net increase (decrease) in cash and cash equivalents							2,733				3,375				(3,319	)
Cash and cash equivalents at beginning of year							3,614				239				3,558
Cash and cash equivalents at end of year						$	6,347			$	3,614			$	239
Supplemental Disclosure of Cash Flow Information:
Interest paid						$	3,359			$	2,423			$	2,624
Income taxes paid							—			$	15			$	500
Non-cash activities:
	Reversal of note receivable allowance						—			$	4,500				—

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		Outstanding				Common
		Shares of				Stock,				Capital in
		Common				$.01 Par				Excess of				Retained				Treasury				Unearned
		Stock				Value				Par Value				Earnings				Stock				Compensation				Total
		(in thousands, except share amounts)
Balance at January 1, 2002			10,160,226			$	133			$	79,781			$	29,983			$	(20,978	)		$	(855	)		$	88,064
Net income			—				—				—				9,514				—				—				9,514
Cash dividends ($0.42 per share of Common Stock)			—				—				—				(3,436	)			—				—				(3,436	)
Purchase of treasury shares			(2,234,296	)			—				—				—				(25,826	)			—				(25,826	)
Stock options			210,311				2				774				—				67				—				843
Stock grants and vesting, net of forfeitures			4,076				—				425				—				(293	)			(619	)			(487	)
Restricted stock and option amortization			—				—				—				—				—				715				715
Balance at December 31, 2002			8,140,317				135				80,980				36,061				(47,030	)			(759	)			69,387
Net income			—				—				—				18,735				—				—				18,735
Cash dividends ($0.44 per share of Common Stock)			—				—				—				(3,591	)			—				—				(3,591	)
Purchase of treasury shares			(12,600	)			—				—				—				(150	)			—				(150	)
Stock options, net of $0.3 million tax benefit from stock compensation			42,520				—				478				—				(126	)			—				352
Stock grants and vesting, net of forfeitures, net of $0.4 million tax benefit from stock compensation			(11,143	)			1				990				—				(774	)			(500	)			(283	)
Restricted stock and option amortization			—				—				79				—				—				645				724
Balance at December 31, 2003			8,159,094				136				82,527				51,205				(48,080	)			(614	)			85,174
Net income			—				—				—				9,832				—				—				9,832
Cash dividends ($0.44 per share of Common Stock)			—				—				—				(3,687	)			—				—				(3,687	)
Stock options, net of $1.9 million tax benefit from stock compensation			250,898				4				4,561				—				(3,898	)			—				667
Stock grants and vesting, net of forfeitures			63,604				—				1,038				—				(35	)			(1,475	)			(472	)
Restricted stock and option amortization			—				—				69				—				—				821				890
Balance at December 31, 2004			8,473,596			$	140			$	88,195			$	57,350			$	(52,013	)		$	(1,268	)		$	92,404

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			2004				2003				2002
			(in thousands, except
			per share data)
Net income as reported			$	9,832			$	18,735			$	9,514
Add: Stock based compensation included in net income, net of tax				50				32				—
Deduct: Total pro forma stock based compensation determined under the fair value method, net of tax				69				135				120
Pro forma net income			$	9,813			$	18,632			$	9,394
Basic earnings per share as reported			$	1.20			$	2.35			$	1.18
	Pro forma basic earnings per share		$	1.20			$	2.34			$	1.17
	Diluted earnings per share as reported		$	1.16			$	2.22			$	1.10
Pro forma diluted earnings per share			$	1.16			$	2.21			$	1.08

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			2004				2003				2002
			(in thousands)
Income available to common stockholders used in basic EPS			$	9,832			$	18,735			$	9,514
Weighted average number of common shares used in basic EPS				8,200				7,963				8,055
Effect of dilutive securities:
	Stock options and restricted shares			244				464				629
Weighted number of common shares and dilutive potential common stock used in diluted EPS				8,444				8,427				8,684

		2004				2003				2002
Number of options			—				430				18,040
Range of exercise price		$	—			$	14.15			$	14.20

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			Number of								Weighted Average
			Options				Exercise Price				Exercise Price
Outstanding at 12/31/01				1,096,210			$	4.000-9.125			$	6.04
	Granted			79,131				11.450-14.200				12.08
	Exercised			220,630				4.000-9.125				4.38
	Cancelled or forfeited			14,697				6.000-8.850				7.47
	Expired			5,023				7.938-9.125				8.19
Outstanding at 12/31/02				934,991			$	5.000-14.200			$	6.90
	Granted			65,727				12.330-14.150				12.93
	Exercised			65,580				5.000-6.000				5.40
	Cancelled or forfeited			7,230				12.330				12.33
	Expired			—				—				—
Outstanding at 12/31/03				927,908			$	5.625-14.200			$	7.39
	Granted			—				—				—
	Exercised			563,670				5.375-14.200				6.42
	Cancelled or forfeited			12,006				6.500-12.330				11.85
	Expired			—				—				—
Outstanding at 12/31/04				352,232			$	5.375-14.200			$	8.79
Exercisable
	December 31, 2002			543,777			$	5.000-9.125			$	6.25
	December 31, 2003			710,336			$	5.375-8.550			$	6.35
	December 31, 2004			224,730			$	5.375-14.200			$	7.09

				2004				2003				2002
				(in thousands)
Current:
		Federal		$	2,499			$	2,027			$	1,499
		State			107				145				407
Deferred:
	Federal				354				(3,045	)			3,639
	State				15				(216	)			163
				$	2,975			$	(1,089	)		$	5,708

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		2004				2003				2002
		(in thousands)
Statutory federal tax provision		$	4,482			$	6,176			$	5,328
State income taxes, net of federal income tax benefit			195				229				492
Non-deductible items			68				67				68
Other			(1,770	)			(7,561	)			(180	)
		$	2,975			$	(1,089	)		$	5,708

			2004				2003				2002
			(in thousands)
Deferred tax liabilities:
	Depreciation		$	37,292			$	33,054			$	49,432
	Prepaid expenses			1,833				5,171				2,037
				39,125				38,225				51,469
Deferred tax assets:
	Reserves and accruals			9,182				8,651				10,134
				9,182				8,651				10,134
Net deferred tax liabilities			$	29,943			$	29,574			$	41,335

7.	RETIREMENT PLANS

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		2004				2003
		(in thousands)
Change in benefit obligation
Benefit obligation at beginning of year		$	31,009			$	27,466
Service cost			630				518
Interest cost			1,852				1,834
Actuarial loss			1,430				2,682
Benefits paid			(1,523	)			(1,491	)
Benefit obligation at end of year		$	33,398			$	31,009
Change in plan assets
Fair value of plan assets at beginning of year		$	28,712			$	25,385
Actual return on plan assets			2,773				4,818
Employer contribution			897				—
Benefits paid			(1,523	)			(1,491	)
Fair value of plan assets at end of year		$	30,859			$	28,712
Funded status			(2,539	)			(2,298	)
Unrecognized net actuarial gain			(1,879	)			(2,440	)
Unrecognized prior service cost			1,053				1,190
Accrued benefit cost		$	(3,365	)		$	(3,548	)
Information for pension plans with an accumulated benefit obligation in excess of plan benefits
Projected benefit obligation		$	33,398			$	31,009
Accumulated benefit obligation		$	31,761			$	29,733
Fair value of plan assets		$	30,859			$	28,712
Weighted average assumptions used to determine benefit obligations at December 31, 2004 and 2003
Discount rate			5.75	%			6.00	%
Rate of compensation increase			5.00	%			5.00	%

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			2004				2003
			(in thousands)
Weighted average assumptions used to determine net periodic benefit cost for years ended December 31, 2004 and 2003
Discount rate				6.00	%			6.75	%
Expected rate of return				6.75	%			6.75	%
Rate of compensation increase				5.00	%			5.00	%
Plan asset distribution, at fair value
Fixed income securities				32	%			32	%
Equity securities				62	%			62	%
Other				6	%			6	%
	Total			100	%			100	%

		(in thousands)
2005		$	1,534
2006			1,560
2007			1,589
2008			1,754
2009			1,936
2010-2014		$	10,866

		2004				2003				2002
		(in thousands)
Components of net periodic benefit pension cost
Service cost of current period		$	630			$	518			$	505
Interest cost on projected benefit obligation			1,852				1,834				1,772
Expected return on plan assets			(1,906	)			(1,664	)			(2,006	)
Amortization of prior service cost			138				138				138
Recognized net actuarial gain			—				—				(401	)
Net periodic pension cost		$	714			$	826			$	8

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8.	NOTE RECEIVABLE

9.	DEBT

		December 31,
Long term debt is as follows:		2004				2003
		(in thousands)
Revolving credit facility with Citizens Bank variable interest rate		$	—			$	23,500
Term loans, fixed monthly payments, 50% balloon payment at termination, maturity date April 2013, $21,890 and $6,193 at average fixed rates of 5.53% and 5.98%, respectively, at December 31, 2004			28,083				29,303
Term loans, fixed quarterly payments, maturity date October 2008, at average fixed rate of 5.14% at December 31, 2004			5,977				7,290
Term loans, fixed monthly payments, 55% balloon payment at termination, maturity date January 2014, at average fixed rate of 6.28% at December 31, 2004			29,069				—
			63,129				60,093
Less current portion			(3,756	)			(2,533	)
		$	59,373			$	57,560

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		(in thousands)
2005		$	3,756
2006			3,973
2007			4,202
2008			4,445
2009			3,007
Thereafter			43,746
		$	63,129

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10.	COMMITMENTS AND CONTINGENCIES

		(in thousands)
2005		$	457
2006			407
2007			422
2008			436
2009			452
Thereafter			113
		$	2,287

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11.	SUBSEQUENT EVENT

12.	QUARTERLY FINANCIAL DATA (UNAUDITED)

		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter
		(in thousands, except per share amounts)
2004
Revenues		$	34,661			$	36,747			$	38,285			$	40,025
Operating income			3,166				4,997				3,406				2,969
Net income			1,787				3,112				3,492				1,441
Basic earnings per share		$	0.22			$	0.38			$	0.42			$	0.17
Diluted earnings per share		$	0.21			$	0.37			$	0.41			$	0.17
2003
Revenues		$	35,929			$	36,212			$	33,684			$	32,380
Operating income			5,443				6,265				2,045				1,054
Net income			3,179				3,754				8,603				3,199
Basic earnings per share		$	0.40			$	0.47			$	1.08			$	0.40
Diluted earnings per share		$	0.37			$	0.45			$	1.02			$	0.38

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		Page
About this Prospectus			1
Forward-Looking Statements			1
Maritrans Inc.			3
Risk Factors			4
Use of Proceeds			9
Ratio of Earnings to Fixed Charges			10
Description of Debt Securities			10
Description of Capital Stock			15
Plan of Distribution			18
Where You Can Find More Information			19
Legal Matters			20
Experts			20

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	•	demand for, or level of consumption of, oil and petroleum products;
	•	future spot market charter rates;
	•	ability to attract and retain experienced, qualified and skilled crewmembers;
	•	competition that could affect our market share and revenues;
	•	risks inherent in marine transportation;
	•	the cost and availability of insurance coverage;
	•	delays or cost overruns in the building of new vessels, the double-hulling of our remaining single-hull vessels and scheduled shipyard maintenance;
	•	decrease in demand for lightering services;
	•	environmental and regulatory conditions;
	•	reliance on a limited number of customers for revenue;
	•	the continuation of federal law restricting United States point-to-point maritime shipping to U.S. vessels (the Jones Act);
	•	asbestos related lawsuits;
	•	fluctuating fuel prices;
	•	high fixed costs;
	•	capital expenditures required to operate and maintain a vessel may increase due to government regulations;
	•	reliance on unionized labor; and
	•	our employees are covered by federal laws that may subject us to job-related claims.

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	A decline in demand for, or level of consumption of, crude oil and refined petroleum products, particularly in the Atlantic Coast and Gulf Coast regions, could cause demand for our services to decline, which would decrease our revenues and profitability.

	•	the demand for refined petroleum products;
	•	competition from foreign imports of refined petroleum products and alternative sources of energy, such as natural gas;
	•	alternate transportation methods, including use of pipelines;
	•	demands for refined petroleum product movements from the U.S. Gulf Coast refining centers to the U.S. West Coast;
	•	global and regional economic and political conditions;
	•	changes in seaborne and other transportation patterns, including changes in the distances that cargoes may be economically transported; and
	•	environmental concerns.

	If spot market rates were to decline substantially, our revenue and results of operations could be adversely affected.

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	We depend on attracting and retaining experienced, qualified and skilled crewmembers to operate our vessels.

	Increased competition in the markets we serve could result in reduced profitability and loss of market share for us.

	•	availability and capability of the vessels;
	•	ability to meet the customer’s schedule;
	•	price;
	•	safety record;
	•	ability to satisfy the customer’s vetting requirements;
	•	reputation, including perceived quality of the vessel; and
	•	experience.

	Marine transportation has inherent operating risks, and our insurance may not be adequate to cover our losses.

	•	marine disasters;
	•	bad weather;
	•	mechanical failures;
	•	grounding, fire, explosions and collisions;
	•	human error; and
	•	war and terrorism.

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	Delays or cost overruns in building new vessels, the double-hulling of our remaining single-hulled barges or in the scheduled shipyard maintenance of our other barges could adversely affect our results of operations.

	•	unforeseen quality or engineering problems;
	•	work stoppages;
	•	weather interference;
	•	unanticipated cost increases;
	•	delays in receipt of necessary materials or equipment; and
	•	inability to obtain the requisite permits, approvals or certifications from the U.S. Coast Guard and the American Bureau of Shipping upon completion of work.

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	A decrease in the demand for our lightering services resulting from the deepening of the Delaware River or conditions affecting the Delaware Bay refineries could adversely affect our business and results of operations.

	We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

	We rely on a limited number of customers for a significant portion of our revenues. The loss of any of these customers could adversely affect our business and operating results.

	Our business would be adversely affected if we failed to comply with the Jones Act provisions on coastwise trade, or if these provisions were repealed and if changes in international trade agreements were to occur.

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	We are a defendant in numerous asbestos-related lawsuits.

	An increase in the price of fuel may adversely affect our business and results of operations.

	We have high levels of fixed costs that will be incurred regardless of our level of business activity.

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	Capital expenditures and other costs necessary to operate and maintain a vessel may increase due to changes in governmental regulations and safety or other equipment standards.

	We depend on unionized labor for the provisions of our services and we may not be able to negotiate collective bargaining agreements on terms favorable to us. Any work stoppages could disrupt our business.

	Our seagoing employees are covered by federal laws that may subject us to job-related claims in addition to those provided by state laws.

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		Six Months
		Ended
		June 30,				Year Ended December 31,
		2005				2004				2003				2002				2001				2000
Ratio of earnings to fixed charges			9.57				4.42				6.99				6.03				3.44				2.07

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	•	the form (including whether the debt securities will be issued in global or certificated form) and title of the debt securities;
	•	the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
	•	any limit on the aggregate principal amount of the debt securities;
	•	the date or dates on which we will pay the principal on the debt securities;
	•	the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest;
	•	the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
	•	the place or places where principal of, and premium and interest on, the debt securities will be payable;
	•	the terms and conditions upon which we may redeem the debt securities;
	•	any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities;
	•	the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
	•	the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
	•	the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
	•	the currency of denomination of the debt securities;
	•	any provisions relating to any security provided for the debt securities;
	•	any addition to or change in the events of default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
	•	any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
	•	any conversion provisions, including the security into which the debt securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the holder or at our option, the events requiring an adjustment of the conversion price and provisions affecting conversion if such series of debt securities are redeemed;
	•	whether the debt securities will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof;
	•	any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; and
	•	any other terms of the debt securities, which may modify, delete, supplement or add to any provision of the indenture as it applies to that series.

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	•	we are the surviving corporation or the successor person (if other than us) is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture;
	•	immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing under the indenture; and
	•	certain other conditions are met, including any additional conditions described in the applicable prospectus supplement.

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	•	default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of that default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
	•	default in the payment of principal of or premium on any debt security of that series when due and payable;
	•	default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 90 days after we receive written notice from the trustee or we and the trustee receive written notice from the holders of not less than a majority in principal amount of the outstanding debt securities of that series as provided in the indenture;
	•	certain events of bankruptcy, insolvency or reorganization of our company; and
	•	any other event of default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.

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	•	that holder has previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series; and
	•	the holders of at least a majority in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable indemnity, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.

	•	reduce the amount of debt securities whose holders must consent to an amendment or waiver;
	•	reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
	•	reduce the principal of, or premium on, or change the fixed maturity of, any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;
	•	reduce the principal amount of discount securities payable upon acceleration of maturity;
	•	waive a default in the payment of the principal of, or premium or interest on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
	•	make the principal of, or premium or interest on, any debt security payable in currency other than that stated in the debt security;
	•	make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, and premium and interest on, those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or
	•	waive a redemption payment with respect to any debt security.

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	•	we must deliver an opinion of our legal counsel that the discharge will not result in holders having to recognize taxable income or loss or subject them to different tax treatment. In the case of legal defeasance, this opinion must be based on either an IRS letter ruling or change in federal tax law;
	•	we may not have a default on the debt securities discharged on the date of deposit;
	•	the discharge may not violate any of our agreements; and
	•	the discharge may not result in our becoming an investment company in violation of the Investment Company Act of 1940.

	•	30,000,000 shares of common stock, par value $0.01 per share; and
	•	5,000,000 shares of preferred stock, par value $0.01 per share, of which 500,000 shares are designated as Series A Junior Participating Preferred Stock.

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	•	prior to this time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	•	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

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	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation involving the interested stockholders;
	•	any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder, subject to limited exceptions;
	•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
	•	any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

	•	to purchasers directly;
	•	through underwriters;
	•	through agents;
	•	through dealers; or
	•	through a combination of any of the foregoing methods of sale.

	•	a fixed price or prices, which may be changed;
	•	market prices prevailing at the time of sale;
	•	prices related to such prevailing market prices; or
	•	negotiated prices.

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	•	our Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
	•	our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2005 and June 30, 2005;
	•	our Current Reports on Form 8-K filed on February 15, 2005, May 2, 2005, May 4, 2005, August 1, 2005 (Items 8.01 and 9.01), September 2, 2005, September 6, 2005, September 28, 2005 and October 13, 2005; and
	•	the description of our common stock contained in the registration statement on Form 8-A filed under the Exchange Act on May 12, 1993, including any amendment or report filed for the purpose of updating such description.

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