UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

SECTION ~~DATE~~13 OFOR ~~REPORT~~ 15(~~DATE~~d) OF ~~EARLIEST EVENT REPORTED): October 20, 2008~~THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

February 26, 2009

GENERAL MARITIME CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

REPUBLIC OF THE MARSHALL ISLANDS

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-16531		06-159-7083
001-34228	66-071-6485
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)	~~(I.R.S. EMPLOYER IDENTIFICATION NO.)~~

299 Park Avenue ~~New York, New York 10171 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)~~

~~(212) 763-5600~~New ~~(REGISTRANT’S TELEPHONE NUMBER~~York, ~~INCLUDING~~New ~~AREA~~York ~~CODE)~~ 10171

~~Not Applicable~~ (~~FORMER NAME OR FORMER~~ ADDRESS, OF IFPRINCIPAL ~~CHANGED~~EXECUTIVE ~~SINCE LAST REPORT~~OFFICES)

(212) 763-5600

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Not Applicable

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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

þ£ 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))

Item 1 5.0105. Amendments ~~Entry~~to ~~into~~the Registrant’s Code of Ethics, or Waiver of a Provision ~~Material~~of ~~Definitive~~the ~~Agreement.~~Code of Ethics

On February ~~October 20~~23, ~~2008~~2009, the Board of Directors of General Maritime Corporation (the “Company”) ~~entered~~voted ~~into~~unanimously anto ~~Amended~~approve ~~and Restated~~a ~~Credit~~revision ~~Agreement~~to (the ~~“Amended Credit Agreement”) among the~~ Company,’s ~~Galileo~~Code ~~Holding~~of ~~Corporation~~Ethics (~~“Galileo~~the ~~Holding~~“Code”), ~~the~~which ~~Lenders~~applies ~~party from time~~ to ~~time~~all ~~thereto,~~of ~~Nordea~~the ~~Bank~~Company’s ~~Finland~~employees, ~~PLC~~directors, officers ~~New York Branch, as Administrative Agent~~ and ~~Collateral~~agents. ~~Agent,~~The ~~and~~revised ~~Nordea~~Code ~~Bank~~sets ~~Finland~~forth ~~PLC,~~the Company’s ~~New~~policy ~~York Branch, HSH Nordbank AG,~~ and ~~DNB~~procedures ~~Nor~~regarding ~~Bank~~facilitating ~~ASA,~~or ~~New~~expediting ~~York~~payments ~~Branch,~~to ~~as Joint Lead Arrangers~~lower ~~and~~level ~~Joint~~foreign ~~Book~~officials ~~Runners.~~for ~~The~~routine ~~Amended~~governmental ~~Credit~~action ~~Agreement~~under isthe ~~attached~~U.S. ~~hereto~~Foreign Corrupt asPractices ~~Exhibit 10~~Act.1.

~~The~~A ~~Amended~~copy ~~Credit~~of the ~~Agreement~~Code ~~was~~is ~~entered~~attached ~~into in order~~ to ~~give~~this ~~effect~~Current toReport ~~the~~on ~~proposed transaction~~Form ~~(the~~8-K ~~“Proposed~~as ~~Transaction”)~~Exhibit ~~contemplated~~14.1 ~~by the Agreement~~ and ~~Plan of Merger and~~is ~~Amalgamation~~incorporated ~~(the~~herein ~~“Merger~~by ~~Agreement”),~~reference. ~~dated~~A ascopy of ~~August 5,~~the ~~2008,~~Code byis ~~and~~also ~~among~~available ~~Arlington~~on ~~Tankers~~the ~~Ltd.~~Company’s ~~(“Arlington”),~~website ~~Galileo~~at ~~Holding, Archer Amalgamation Limited, Galileo Merger Corporation and the Company~~www.generalmaritimecorp.com.

~~Under the Amended Credit Agreement, if the Proposed Transaction is consummated, and subject to~~Item ~~the~~7.01. ~~satisfaction~~Regulation ofFD a number of other conditions (including completion of the pledge by Galileo Holding of its equity interests in the Company as described below, delivery of amended vessel mortgages, and completion of other definitive documentation), the Company’s existing 2005 Credit Agreement, as amended to date, will be amended and restated in its entirety, and will reflect the following changes: Disclosure.

~~• the~~ The Company ~~will~~today ~~pay~~disclosed ~~a non-refundable upfront fee in an amount equal to 0.10% of~~ the ~~amount~~following of each lender’s commitment for each lender who executes the Amended Credit Agreement, which fee shall be earned by, and payable, to each of the commitment parties on the closing date of the Proposed Transaction;information:

•The Company ~~the~~disclosed ~~definition~~on ofits ~~the~~website ~~term~~that ~~“EBITDA,”~~with asrespect ~~used~~to intime ~~the~~charter ~~financial covenants~~coverage, ~~will~~its total becontracted ~~revised~~revenue tofor ~~give~~2009 ~~pro~~is ~~forma~~expected ~~effect~~ to ~~the~~be ~~Proposed Transaction;~~approximately $250,000,000.

•The Company ~~the~~made ~~applicable~~available ~~margin~~on ~~will~~its bewebsite ~~increased~~at towww.generalmaritimecorp.com estimates ~~100~~for ~~basis~~its ~~points~~expected ~~without~~results ~~any~~in ~~other~~2009 ~~adjustments;~~with respect to the following items:

• Galileo Holding will provide a guarantee and pledge its equity interests in the Company;

	2009 Estimate

Estimated 2009 General and Administrative Expenses (1)	$	38,000,000
Estimated 2009 Restricted Stock Compensation Expense (1)		10,000,000
Estimated 2009 Daily Direct Vessel Operating Expenses (2)
- Aframax		8,150
- Suezmax		8,200
- Arlington Vessels fixed at $21,200,000 for 2009
Estimated 2009 Depreciation and Amortization (3)		85,000,000
Estimated 2009 Drydock Costs (4)		28,000,000
- Drydocking		21,500,000
- Capital Improvements		6,500,000

•(1) Estimated ~~the~~General ~~covenants~~and inAdministrative ~~the~~Expenses ~~Amended~~are ~~Credit~~based ~~Agreement~~on ~~will~~a ~~generally~~budget ~~apply~~and tomay vary, ~~Galileo~~including ~~Holding~~as ~~and~~a ~~all~~result of ~~its~~actual ~~subsidiaries~~incentive ~~(including~~compensation. ~~the~~Estimated Restricted ~~Company,~~Stock ~~Arlington~~Compensation Expense is based on grants made through December 2008 and ~~their~~excludes ~~respective~~any ~~subsidiaries);~~grants for 2009.

•(2) Estimated ~~all~~Daily ~~financial~~Vessel ~~covenants~~Operating inExpenses ~~the~~are ~~Amended~~based ~~Credit~~on ~~Agreement~~management’s ~~will be tested with respect to Galileo Holding~~ estimates and ~~its~~budgets ~~subsidiaries~~submitted onby athe ~~consolidated~~Company’s ~~basis;~~technical management.

•(3) Estimated ~~the~~Depreciation ~~shareholder payments covenant will apply to dividends~~ and ~~other~~Amortization ~~distributions,~~are ~~including~~based ~~stock~~on ~~buy-backs,~~the inacquisition ~~respect~~value of the ~~shares~~current offleet ~~Galileo Holding common stock,~~ and ~~will~~depreciation ~~permit the Company, as a subsidiary~~ of ~~Galileo~~estimated ~~Holding,~~drydocking ~~to pay dividends to Galileo Holding;~~costs.

•(4) Estimated ~~the~~Drydock ~~portion~~Costs ofrepresent ~~the~~budgeted ~~dividend~~drydocking ~~covenant~~expenditures ~~that~~based ~~currently~~on management ~~allows~~estimates. ~~the~~Two ~~Company~~Aframax tovessels ~~pay~~are ~~dividends~~scheduled atfor adrydocking ~~rate~~in of2009, in upAugust toand $0October.50 ~~per~~Four ~~share~~Suezmax ofvessels ~~its~~are ~~common~~scheduled ~~stock~~for ~~per~~drydocking ~~quarter~~in 2009, ~~will~~in ~~allow~~April, ~~Galileo~~June, ~~Holding~~August toand ~~pay~~December. ~~dividends~~The onCompany ~~shares~~estimates ofa ~~its~~total ~~common~~of approximately ~~stock~~320 atoffhire updays tofor ~~the same rate;~~2009.

• the portion of the dividend covenant that currently allows the Company to pay additional dividends, including stock buy-backs, in an aggregate amount not to exceed the sum of $150 million plus 50% of cumulative net excess cash flow after February 16, 2007 will allow Galileo Holding to pay such additional dividends in an aggregate amount not to exceed the sum of $150 million plus 50% of cumulative net excess cash flow after January 1, 2007; and

• certain representations and warranties will be revised to reflect changes, including the structure of the resulting entities, following the consummation of the Proposed Transaction.

~~If the Proposed Transaction is not consummated or the conditions precedent specified in the~~The ~~Amended~~Company ~~Credit~~also ~~Agreement~~disclosed ~~are~~on ~~not~~its ~~satisfied,~~website the ~~Amended~~following ~~Credit~~estimated ~~Agreement~~breakeven ~~will be of no force or~~summary ~~effect,~~for ~~and~~its ~~the~~expected ~~Company’s~~results ~~existing 2005 Credit Agreement, as amended to date, will remain~~ in ~~effect until maturity, scheduled to occur in 2012.~~ 2009:

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

	Free Cash Flow After Dividend (1)			Free Cash Flow (1)			Net Income

Direct Vessel Operating Expenses (2)	$	96,235,000		$	96,235,000		$	96,235,000
Cash General and Administrative Expenses (3)		28,000,000			28,000,000			28,000,000
Restricted Stock Compensation Expense (4)		-			-			9,950,000
Net Interest Expense (5)		43,072,000			43,072,000			43,072,000
Capital Expenditures (6)		28,000,000			28,000,000			-
Depreciation and Amortization (7)		-			-			85,562,000
Target Cash Dividends (8)		114,000,000			-			-
Total	$	303,772,000		$	195,307,000		$	262,819,000

Contracted Time Charter Revenues (9)		(250,000,000	)		(250,000,000	)		(250,000,000	)

Full Fleet Operating Days (10)		10690			10690			10690
Spot Fleet Operating Days (10)		2979			2979			2979

Full Fleet Daily Break-Even	$	28,416		$	18,270		$	24,586
Spot Fleet Daily Break-Even		18,050			-			4,303

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and observations. Included among the important factors that, in the Company’s and Arlington’s view, could cause actual results to differ materially from the forward looking statements contained in this document are the following: the ability to obtain the approval of the transaction by the Company’s and Arlington’s shareholders; the ability to satisfy conditions to the transaction on the proposed terms and timeframe; the ability to realize the expected benefits to the degree, in the amounts or in the timeframe anticipated; the ability to integrate Arlington’s businesses with those of the Company in a timely and cost-efficient manner; changes in demand; a material decline in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs, including, without limitation: crew wages, insurance, provisions, repairs and maintenance; changes in general domestic and international political conditions; changes in the condition of the Company’s or Arlington’s vessels or applicable maintenance or regulatory standards (~~which may affect, among other things, the combined company’s anticipated drydocking or maintenance and repair costs~~1); ~~changes~~Free inCash ~~the~~Flow ~~itineraries~~is ofdefined the Company’s or Arlington’s vessels; the fulfillment of the closing conditions under, or the execution of customary additional documentation for, the Company’s agreements to acquire vessels; and other factors listed from time to time in the Company’s or Arlington’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Company’s subsequent reports on Form 10-Q and Form 8-K, and Arlington’s Annual Report on Form 10-K, as ~~amended~~net onincome ~~October 10,~~plus ~~2008,~~depreciation ~~for the year ended December 31, 2007,~~ and ~~Arlington’s~~ ~~subsequent~~amortization ~~reports on Form 10-Q, Form 10-Q/A,~~ and ~~Form~~other ~~8-K.~~non ~~The~~cash ~~Company~~items ~~and~~consisting ~~Arlington disclaim any intention or obligation to update any forward-looking statements as a result~~ of ~~developments~~ ~~occurring~~Restricted ~~after~~Stock ~~the~~Compensation ~~date~~Expense ofless ~~this~~capital ~~document~~expenditures.

~~Important~~(2) ~~Additional~~Direct ~~Information~~Vessel ~~About~~Operating ~~This~~Expenses ~~Transaction~~is ~~Will~~based Beon ~~Filed~~management’s ~~With~~estimates ~~The~~and ~~SEC~~ budgets submitted by our technical managers. We believe DVOE are best measured for comparative purposes over a 12-month period.

In(3) ~~connection~~Based ~~with the proposed transaction, Galileo Holding has filed a Registration Statement~~ on ~~Form~~2009 ~~S-4~~calendar ~~with~~year ~~the~~budget ~~SEC~~and ondefined ~~August 28, 2008,~~ as ~~amended~~total onG&A ~~October 3,~~less ~~2008,~~amortization which includes a preliminary Joint Proxy Statement/Prospectus. The Company and Arlington will mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the proposed transaction. Investors and security holders are urged to read the Joint Proxy Statement/Prospectus regarding the proposed transaction carefully because it contains important information about the Company, Arlington, the proposed transaction and related matters. You may obtain a free copy of ~~the~~Restricted ~~Joint~~Stock ~~Proxy~~Compensation ~~Statement/Prospectus and other related documents filed by the Company, Arlington and Galileo Holding with the SEC at the SEC’s website at www~~Expense.sec.gov. The Joint Proxy Statement/Prospectus and the other documents may also be obtained for free by accessing the Company’s website at www.generalmaritimecorp.com or by accessing Arlington’s website at www.arlingtontankers.com.

~~The~~(4) ~~Company~~Through and Arlington, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Arlington’s directors and executive officer is contained in Arlington’s Annual Report on Form 10-K, as amended on October 10, 2008, for the fiscal year ended December ~~31,~~ ~~2007 and its proxy statement dated April 23,~~ 2008,; ~~which~~excludes ~~are filed~~any ~~with~~grants ~~the SEC. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K~~ for ~~the fiscal year ended December 31, 2007~~ 2009.

(5)	Interest Expense is calculated based on management estimates of the average total debt outstanding for the year times LIBOR plus the relevant margin over the relevant period.

(6)	Consists only of drydock costs and excluding any other capital expenditures such as vessel purchases. Drydocking represents our total drydocking budget for 2009 including capital improvements as estimated by our technical managers.

(7)	Depreciation is based on the acquisition value of the current fleet and amortization of drydocking costs.

(8)	Based on the Company’s current quarterly dividend target of $0.50 per share.

(9)	Based on current time charters in effect.

(10)	Calculations are based on an average number of vessels. The amounts shown will vary based on actual results for the year.

The Company also disclosed on its website that it has booked charter rates of approximately $26,000 per day for 67% of the total number of days that its Aframax vessels are expected to be available for hire in the Company’s first quarter ending March 31, 2009. The Company has also booked charter rates of approximately $17,344 per day for 65% of the total number of days that Genmar Gulf, its only Suezmax vessel operating in the spot market, is expected to be available for hire in the Company’s first quarter ending March 31, 2009. The Company has booked the balance of available days for this vessel on a short term time charter at $28,000 per day.

These amounts are estimates and will vary based on actual results.

~~and its proxy statement dated April~~“Safe ~~11, 2008, which are filed with the SEC. In addition, Peter~~Harbor” C. Georgiopoulos, currently the Chairman, President and Chief Executive Officer of the Company, will receive benefits from the Company in connection with the executive transition discussed in the Joint Proxy Statement~~/Prospectus,~~ ~~and~~Under the ~~Company~~Private isSecurities ~~discussing~~Litigation ~~with~~Reform ~~Edward~~Act ~~Terino, currently the Chief Executive Officer, President, and Chief Financial Officer~~ of ~~Arlington, a consulting~~ arrangement for assistance in the post-closing transition period. Upon the consummation of the Proposed Transaction, Mr. Terino will be entitled to receive a lump sum cash payment of $1,250,000. A more complete description of any such arrangements is available in the Registration Statement and the Joint Proxy Statement/Prospectus. 1995

This current report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and observations. Included among the factors that, in the Company's view, could cause actual results to differ materially from the forward looking statements contained in this current report on Form 8-K are the following: loss or reduction in business from the Company’s significant customers; the failure of the Company’s significant customers to perform their obligations owed to us; changes in demand; a material decline in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance; changes in general domestic and international political conditions; changes in the condition of the Company's vessels or applicable maintenance or regulatory standards (which may affect, among other things, the company's anticipated drydocking or maintenance and repair costs); changes in the itineraries of the Company’s vessels; adverse changes in foreign currency exchange rates affecting the Company’s expenses; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2007 and its subsequent reports on Form 10-Q and Form 8-K. Share repurchases may be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the Company’s share repurchase program will be determined by management based upon market conditions and other factors. Purchases may be made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. The program does not require the Company to purchase any specific number or amount of shares and may be suspended or reinstated at any time in the Company's discretion and without notice. Repurchases will be subject to the restrictions under the Company's existing credit facility. The Company’s ability to pay dividends in any period will depend upon factors including applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of the Company’s financial performance. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary from the amounts currently estimated.

The information set forth under Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description	~~Description~~
	10.1		Amended and Restated Credit Agreement, dated October 20, 2008, among General Maritime Corporation (to be renamed General Maritime Subsidiary Corporation), Galileo Holding Corporation (to be renamed General Maritime Corporation), the Lenders party from time to time thereto, Nordea Bank Finland PLC, New York Branch, as Administrative Agent and Collateral Agent, and Nordea Bank Finland PLC, New York Branch, HSH Nordbank AG, and DNB Nor Bank ASA, New York Branch, as Joint Lead Arrangers and Joint Book Runners.
14.1		Code of Ethics

SIGNATURES

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.

	GENERAL MARITIME CORPORATION (Registrant)
	By:	/s/ John C. Georgiopoulos
		Name:	John C. Georgiopoulos
Date: October 23, 2008		Title:	Chief Administrative Officer

	GENERAL MARITIME CORPORATION
	(Registrant)


	By:	/s/ John C. Georgiopoulos
	Name:	John C. Georgiopoulos
	Title:	Chief Administrative Officer

4Date: February 26, 2009

EXHIBIT INDEX

Exhibit No.		Description	~~Description~~
	10.1		Amended and Restated Credit Agreement, dated October 20, 2008, among General Maritime Corporation (to be renamed General Maritime Subsidiary Corporation), Galileo Holding Corporation (to be renamed General Maritime Corporation), the Lenders party from time to time thereto, Nordea Bank Finland PLC, New York Branch, as Administrative Agent and Collateral Agent, and Nordea Bank Finland PLC, New York Branch, HSH Nordbank AG, and DNB Nor Bank ASA, New York Branch, as Joint Lead Arrangers and Joint Book Runners.
14.1		Code of Ethics

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