UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT toREPORT PURSUANT ~~Section~~ TO SECTION 13 orOR 15(d) ofOF ~~The~~THE SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~September~~ May 21, ~~2005~~2006

~~MARITRANS~~Maritrans ~~INC~~Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant ~~specified~~Specified in ~~its charter~~Charter)

Delaware	1-9063	51-0343903
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Two Harbour Place, Knights Run Avenue, Suite 1200,
Two Harbour Place
302 Knights Run Avenue
Tampa, Florida		33602
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (813) 209-0600

Not ~~applicable.~~Applicable

(Former ~~name~~Name ~~and~~or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously ~~satisfy~~ satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oTABLE ~~Soliciting~~OF ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ CONTENTS

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 2.02 Results of Operations and Financial Condition.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
PRESS RELEASE

oTable Pre-commencementof communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Contents

Item 1.01 Entry ~~into~~Into a Material Definitive Agreement.

On ~~September~~April 228, ~~2005~~2006, ~~Maritrans Operating Company L.P. (~~the ~~“Company”),~~Board aof ~~subsidiary~~Directors of Maritrans Inc., ~~entered~~upon ~~into~~the arecommendation ~~shipbuilding~~of ~~contract~~its Compensation ~~(“Shipbuilding~~Committee, ~~Contract”)~~approved ~~with~~the ~~Bender Shipbuilding~~compensation &package ~~Repair~~for ~~Co.,~~Jonathan ~~Inc~~P., ~~(“Builder”)~~Whitworth, ~~and~~its ~~also~~Chief Executive ~~entered~~Officer ~~into~~for athe ~~ten-~~2006 fiscal year. ~~contract~~Mr. Whitworth’s ofcompensation package includes an ~~affreightment~~increase ~~(“COA”)~~in ~~with~~base ~~Sunoco~~salary ~~Inc.~~from ~~(R&M)~~$325,000 ~~(“Sunoco”)~~to $375,000 per year.

~~Pursuant~~The toCompensation Committee established the ~~terms~~maximum ofgrant ~~the~~amount ~~Shipbuilding~~and ~~Contract,~~performance ~~Builder~~criteria ~~will~~for Mr. Whitworth’s ~~construct~~incentive ~~and~~compensation ~~deliver~~for ~~three articulated~~the ~~tug-barge~~2006 ~~units,~~fiscal ~~each~~year ~~having~~to abe ~~carrying~~paid ~~capacity~~in the form of ~~335,000~~restricted ~~barrels~~stock grants. The performance criteria established are return on assets (~~98%~~net ~~capacity),~~income divided ~~for~~by atotal assets) and total ~~cost to~~shareholder return (the ~~Company,~~total ~~including~~return ~~owner-furnished~~of ~~materials,~~a share of ~~approximately~~stock ~~$232.5 million.~~to ~~The~~an ~~tug-barge~~investor ~~units~~which ~~are~~includes ~~scheduled~~capital gains and dividends) for ~~delivery~~the onperiod ~~October~~ending September 130, ~~2007,~~2006. ~~May 1,~~Mr. Whitworth ~~2008~~will ~~and~~be ~~December 1,~~eligible ~~2008~~to receive restricted stock awards ranging from 0 to 20,000 shares based ~~subject~~on inthe ~~each~~percentage ~~case~~of performance criteria achieved. The maximum incentive compensation Mr. Whitworth may receive with respect to ~~permitted~~the ~~postponements~~2006 ~~under~~fiscal year in the ~~Shipbuilding~~form ~~Contract~~of restricted stock is 20,000 shares.

The ~~COA~~Compensation ~~with~~Committee ~~Sunoco~~also ~~provides~~established ~~for~~maximum ~~the~~award ~~lightering~~amounts ofand ~~vessels~~performance ~~that~~criteria ~~Sunoco brings into the~~for ~~Delaware~~Mr. Whitworth’s ~~Bay~~cash ~~and~~incentive ~~offshore~~compensation ~~lightering~~for ~~locations utilizing~~ the ~~carrying~~2006 ~~capacity~~fiscal ofyear ~~the newly-constructed~~to ~~tug-barge~~be ~~units~~paid under the ~~Shipbuilding~~Company’s Annual ~~Contract~~Incentive Plan. The ~~COA~~performance ~~commences~~criteria onestablished by the ~~delivery~~ ofCompensation Committee for the 2006 ~~first~~fiscal ~~tug-barge~~year ~~unit~~is ~~and~~20% ~~continues,~~based ~~unless~~on ~~earlier~~performance ~~terminated,~~specific ~~for~~to aMr. Whitworth ~~term~~and of80% 10based on corporate ~~years~~measures. ~~During~~All ~~the~~goals, ~~term~~whether ofindividual ~~the~~or ~~COA~~corporate, ~~Sunoco~~fall ~~guarantees~~under ~~certain~~one ~~monthly~~of ~~minimum~~the ~~volume~~following ~~commitments~~four ~~for~~categories: ~~lightering~~Finance, ~~services~~Customer, ~~subject~~Process toand ~~the~~People. ~~Company’s~~Mr. Whitworth ~~ability~~will tobe ~~provide~~eligible ~~the~~to ~~necessary~~receive ~~vessels in the~~cash ~~time~~awards ~~frame~~ranging ~~provided~~from in0 ~~the~~to ~~COA.~~120 ~~Sunoco~~% ~~has~~of ~~the~~his ~~right,~~base ~~upon~~salary ~~180 days’~~based ~~notice~~on tohis ~~the~~percentage ~~Company, to cancel portions~~ of orperformance ~~the~~criteria achieved. ~~entire~~The ~~monthly~~maximum ~~minimum~~compensation ~~volume~~that ~~commitments~~Mr. Whitworth ~~subject~~may toreceive ~~its~~with ~~obligation~~respect to ~~compensate~~ the ~~Company~~2006 fiscal year in ~~accordance with~~ the ~~terms~~form of ~~the~~cash ~~COA~~incentive orcompensation ~~time~~under ~~charter~~ the ~~tug-barge~~Annual ~~unit at~~Incentive ~~the~~Plan ~~rates~~is ~~set forth in the COA~~$450,000.

~~Item~~ Also on April 928, 2006, the Compensation Committee approved a grant of 1,077 shares to Matthew J.01 ~~Financial~~Yacavone ~~Statements~~for performance during the 2005 fiscal year. The grant was based on Mr. Yacavone’s performance during the 2005 fiscal year in accordance with performance criteria established and approved ~~Exhibits~~by the Compensation Committee in February 2005, which were not set forth in a written agreement.

~~(c)~~Item 2.02 ~~Exhibits~~Results of Operations and Financial Condition.

On May 1, 2006, Maritrans Inc. issued a press release reporting its first quarter 2006 financial results. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 ~~Press~~and ~~Release~~is hereby incorporated herein by reference. This report (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, ~~dated~~as ~~September~~amended, 6nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, ~~2005~~as amended, ~~issued~~other than to the extent that such filing incorporates by ~~Maritrans~~reference ~~Inc~~any or all of such information by express reference thereto.

~~SIGNATURES~~Use of Non-GAAP Financial Information

~~Pursuant~~To tosupplement ~~the~~its ~~requirements~~financial ofstatements prepared in accordance with GAAP, the ~~Securities~~Company’s management ~~Exchange~~uses ~~Act~~the financial measure of ~~1934~~Time Charter Equivalent (“TCE”), ~~the~~a ~~registrant~~commonly ~~has~~used ~~duly~~industry ~~caused~~measure ~~this~~where ~~report~~direct tocosts beare ~~signed~~deducted onfrom ~~its~~revenue. ~~behalf~~Maritrans byenters ~~the~~into ~~undersigned~~various ~~hereunto~~types ~~duly authorized.~~of charters,

		MARITRANS INC.
Date:	September 6, 2005	By:	/s/ Walter T. Bromfield
		Name:	Walter T. Bromfield
		Title:	Chief Financial Officer

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some of which involve the customer paying substantially all voyage costs, while other types of charters involve Maritrans paying some or substantially all of the voyage costs. The Company has presented TCE in the press release to enhance an investor’s overall understanding of the way management analyzes the Company’s financial performance. Specifically, the Company’s management used the presentation of TCE revenue to allow for a more meaningful comparison of the Company’s financial condition and results of operations because TCE revenue essentially nets the voyage costs and voyage revenue to yield a measure that is comparable between periods regardless of the types of contracts utilized. These voyage costs are included in the “Operations expense” line item in the Unaudited Condensed Consolidated Financial Highlights. TCE revenue is a non-GAAP financial measure and a reconciliation of TCE revenue to revenue, the most directly comparable GAAP measure, is included in the press release. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 28, 2006, Dr. Robert E. Boni retired from the Board of Directors of Maritrans Inc.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits.

99.1

Press Release, dated May 1, 2006, issued by Maritrans Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MARITRANS INC.


		By:		/s/ Walter T. Bromfield

				Walter T. Bromfield
				Chief Financial Officer

Dated: May 1, 2006

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Exhibit Index


Exhibit

99.1		Press Release, dated May 1, 2006, issued by Maritrans Inc.

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