Edgar Filing: EXCEL MARITIME CARRIERS LTD

PROSPECTUS SUPPLEMENT Filed Pursuant To Rule 424(b)(3)
(To prospectus dated November 5, 2004) Registration File No.: 333-120259

5,899,000 SHARES
EXCEL MARITIME CARRIERS LTD.
CLASS A COMMON STOCK

This prospectus supplement relates to the issuance and sale of up to
5,899,000 shares of our Class A common stock from time to time through our sales
agents, Cantor Fitzgerald & Co. and Hibernia Southcoast Capital, Inc. These
sales, if any, will be made pursuant to the terms of a sales agreement between
us and the sales agents, the form of which was filed with the Securities and
Exchange Commission under a Report on Form 6-K dated March 8, 2005 and is
incorporated by reference herein. In connection with such sales, shares having
an aggregate amount up to $32,110,000 may be sold on our behalf by Cantor in
at-the-market transactions. See "Plan of Distribution."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS
AND THE ADDITIONAL RISK FACTORS BEGINNING ON PAGE S-7 OF THIS PROSPECTUS
SUPPLEMENT TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR
CLASS A COMMON STOCK.

Our Class A common stock trades on the American Stock Exchange (AMEX)
under the symbol "EXM." On March 15, 2005, the closing price of Class A common
stock as quoted on the AMEX was $21.40.

In connection with the sale of common stock on our behalf, each sales
agent may be deemed to be an "underwriter" within the meaning of the Securities
Act of 1933, and the compensation of the sales agents may be deemed to be
underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to the sales agents against certain liabilities, including
liabilities under the Securities Act.

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

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

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

Compensation to the sales agents for sales at negotiated prices will
be 5.75% of the gross amount of the proceeds of such sales. The exact amount of
compensation to be received by the sales agents for sales at negotiated prices
will be disclosed in a separate prospectus supplement for such sales filed with
the Securities and Exchange Commission.

Compensation to Cantor for all at-the-market transactions will be 3%
of the gross proceeds of such sales.

The table below shows the maximum compensation to be received by
Cantor for at-the-market sales of our Class A common stock assuming the maximum
aggregate amount of Class A Common Stock that can be sold pursuant to this
prospectus supplement in at-the-market sales is sold.

Per Share Total
Initial price to public.................. To be determined* $32,110,000
Cantor's compensation.................... To be determined* $ 963,300
Proceeds, before expenses, to Excel...... To be determined* $31,146,700

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*The price per share for an at-the-market transaction will be determined at the
time of the transaction. The maximum aggregate amount of Class A common stock
permitted to be sold under this prospectus supplement in at-the-market
Transactions is $32,110,000. However, we may sell additional amounts of our
Class A common stock in negotiated sales. See "Plan of Distribution".

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The date of this Prospectus Supplement is March 17, 2005

Cantor Fitzgerald & Co.
Hibernia Southcoast Capital

TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS................................................................S-1
FORWARD-LOOKING STATEMENTS..................................................S-1
OUR COMPANY.................................................................S-2
RECENT DEVELOPMENTS.........................................................S-2
OUR FLEET...................................................................S-5
OUR BUSINESS STRATEGY.......................................................S-5
USE OF PROCEEDS.............................................................S-6
PRICE RANGE OF COMMON STOCK.................................................S-6
RISK FACTORS................................................................S-7
MANAGEMENT..................................................................S-13
RELATED PARTY TRANSACTIONS..................................................S-13
CAPITALIZATION .............................................................S-15
SUMMARY CONSOLIDATED FINANCIAL DATA.........................................S-16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................S-19
TAX CONSIDERATIONS..........................................................S-30
PLAN OF DISTRIBUTION........................................................S-37
EXPENSES....................................................................S-38
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................S-38

TABLE OF CONTENTS
Prospectus

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................17
FORWARD LOOKING STATEMENTS....................................................17
ratio of earnings to fixed charges............................................18
CAPITALIZATION................................................................19
PLAN OF DISTRBIBUTION.........................................................19
ENFORCEMENT OF CIVIL LIABILITIES..............................................21
DESCRIPTION OF CAPITAL STOCK..................................................21
DESCRIPTION OF DEBT SECURITIES................................................23
EXPENSES......................................................................34
LEGAL MATTERS.................................................................34
EXPERTS.......................................................................35
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................35

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering of common stock.
The second part, the base prospectus, gives more general information, some of
which may not apply to this offering. Generally, when we refer only to the
"prospectus", we are referring to both parts combined, and when we refer to the
"accompanying prospectus," we are referring to the base prospectus only.

If the description of this offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.

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

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of 1995 that are
intended to be covered by the safe harbor provided for under these sections.
These statements may include words such as "believe," "estimate," "project,"
"intend," "expect," "plan," "anticipate," and similar expressions in connection
with any discussion of the timing or nature of future operating or financial
performance or other events. Our forward-looking statements include, without
limitation:

o statements as to the acquisition of vessels; and

o statements as to the projected development of the Company's strategy
and how it may act to implement its strategy.

Where we express an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis. However, our forward-looking statements are subject to
risks, uncertainties, and other factors, which could cause actual results to
differ materially from future results expressed, projected, or implied by those
forward-looking statements. Such risks include, but are not limited to, supply
of drybulk carriers, demand for their use, world economic activity, breakdown of
vessels and resultant time out of service as well as repair cost, availability
and cost of insurance, governmental regulation, customer preferences and
availability and cost of financing. All subsequent written and oral
forward-looking statements attributable to persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements. We disclaim
any intent or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.

OUR COMPANY

We are a shipping company specializing in the world-wide seaborne
transportation of drybulk cargoes. Our Class A common stock trades on the
American Stock Exchange (AMEX) under the symbol EXM.

We currently own and operate a fleet of seven drybulk carriers,
consisting of Capesize, Panamax, Handymax and Handysize vessels, representing a
carrying capacity of approximately 473,900 dwt. Our vessels carry iron ore, coal
and grains, collectively referred to as "major bulks", and steel products,
fertilizers, cement, bauxite, sugar and scrap metal, collectively referred to as
"minor bulks".

Our recent vessel acquisitions and divestiture have decreased the
average age of our fleet to an average age. We expect to take delivery of six
additional vessels between mid-March and late-May, which will expand our fleet
carrying capacity to approximately 783,000 dwt and further decrease the average
age of our fleet to approximately 17.6 years.

Our fleet is managed by Maryville Maritime Inc., one of our
wholly-owned subsidiaries.

RECENT DEVELOPMENTS

On December 22, 2004, we completed an offering of 2,200,000 shares of
our Class A common stock at $25 per share. The net proceeds to us were
$51,451,018, which we used for the acquisition of five vessels. These five
vessels will be referred to as the "Acquired Vessels."

On December 14, 2004, we entered into an agreement to sell one of our
older vessels, MV Petalis, for $5.1 million. MV Petalis is a Handymax drybulk
vessel that was built in 1975. MV Petalis was delivered to its purchaser on
March 7, 2005.

We have recently taken delivery of three of the Acquired Vessels, two
Handymax (MV Swift and MV Goldmar) and one Panamax (MV Isminaki). We are
expecting delivery of one Handymax (MV Marybelle) by mid-March and one Panamax
(MV First Endeavor) by mid-April.

In addition, in January 2005, we entered into two Memoranda of
Agreement, or MOAs, for the purchase of MV Emerald, a "grabs fitted" Handymax
bulk carrier of approximately 45,600 dwt built in 1998, and MV Birthday, a
Panamax bulk carrier of approximately 71,000 dwt built in 1993. In February
2005, we entered into a MOA for the purchase of MV Princess I, a Handymax bulk
carrier of approximately 38,800 dwt built in 1994. In March 2005, we entered
into an MOA for the purchase of MV Attractive, a Handymax bulk carrier of
approximately 41,500 dwt built in 1985. These four vessels will be referred to
as the "Identified Vessels."

The MOA for each Identified Vessel is with a different seller, and
each seller is an unaffiliated third party. The purchase price for MV Emerald is
$30 million, for MV Birthday is $32 million, for MV Princess I is $25.6 million,
and MV Attractive is $15.5 million, in each case plus payment for all fuel oil
(bunkers) and lubricants remaining on board at the time of delivery. We have
paid as a down payment for each of MV Emerald, MV Birthday and MV Princess 10%
of the purchase price, for an aggregate amount of $8.76 million, and we expect
to make as a down payment for MV Attractive 10% of the purchase price, or $1.55
million, in early March 2005. The balance of the amounts due to the seller under
each of the MOAs for the Identified Vessels is payable at delivery of the
respective vessel.

MV Emerald and MV Birthday are expected to be delivered by late-April
2005, MV Princess I is expected to be delivered between April and the end of May
2005 and MV Attractive is expected to be delivered by early-May 2005, each
pursuant to the terms of its MOA. None of the MOAs is subject to our inspection
of the respective vessel, which we have already completed. Under each MOA, as is
customary in our industry, we have the option to cancel the purchase of the
vessel before delivery if the seller informs us prior to the final delivery date
that the vessel will not be delivered by that date. If we provide a notice of
cancellation to the seller, the seller has a short grace period to complete
delivery before the purchase is cancelled. In the event the seller does not
deliver the vessel after we give notice of cancellation, the entire down payment
plus accrued interest for that vessel will be returned to us, and the seller is
required to compensate us for any loss and expenses incurred by us under certain
circumstances. If we fail to take delivery of any of the Identified Vessels due
to a breach of contract on our part, we will forfeit the entire down payment for
that vessel.

In late September 2004, the price of our common stock on the AMEX
peaked at $65.85 per share after a previous historic high of $26.50 for the
period of June 1, 1998 to August 31, 2004. By letter dated October 6, 2004, the
United States Securities and Exchange Commission, or the Commission, requested
that the Company provide, on a voluntary basis, information concerning the
Company's structure and operations. We have fully cooperated with the
Commission's request and intend to continue to cooperate with any further
requests the Commission may make. To date, we have not received any additional
requests or comments from the Commission with respect to its information
request.

Historically, our fleet has been managed by Excel Management, Inc., or
Excel Management, an affiliated company controlled by our Chairman of the Board
of Directors, under a five-year management agreement. Under this agreement, we
paid Excel Management a monthly management fee of $15,000 per month for each of
our vessels and an annual fee for general corporate and clerical management
services of $60,000. The agreement provided that both of these fees would
increase annually by five percent. Excel Management sub-contracted our
wholly-owned subsidiary Maryville Maritime Inc. to perform some of these
management services.

In order to streamline operations, reduce costs and take control of
the technical and commercial management of our fleet, in early March 2005, with
effect from January 1, 2005, we reached an agreement with Excel Management to
terminate the management agreement, the term of which was scheduled to extend
until April 30, 2008. The technical and commercial management of our fleet will
be assumed by our wholly-owned subsidiary, Maryville, in order to eliminate the
fees we would have paid to Excel Management for the remaining term of the
management agreement, which would have increased substantially given the recent
expansion of our fleet from five vessels to 13 vessels through the acquisition
of the Acquired Vessels and the Identified Vessels. As consideration for Excel
Management's agreement to terminate the management agreement and forego the fees
it would have received under the management agreement had the agreement remained
in effect through its scheduled expiration in 2008, we have agreed to issue to
Excel Management 205,000 shares of our Class A common stock, which is equal to
approximately 1.5% of our Class A common stock outstanding as of March 2, 2005.
We have agreed to issue these shares to Excel Management by March 2, 2006. Excel
Management may not transfer these shares for a period of two years after their
issuance, and the shares will contain a restrictive legend to that effect. In
addition to the above-mentioned shares, as part of the consideration for
agreeing to terminate the management agreement, we have also agreed to issue
additional shares to Excel Management in an amount equal to 1.5% of any shares
of Class A common stock issued by us to any third party until December 31, 2008
for any reason, including the offering of, among other matters, shares pursuant
to this prospectus supplement ("anti-dilution issuances"). If any such
additional shares are issued, Excel Management may not transfer these additional
shares for a period of two years after their issuance. Please see "Related Party
Transactions" below for more information on the termination of the management
agreement.

In connection with our agreement to issue the 205,000 shares of our
Class A common stock and the anti-dilution issuances described above, Excel
Management has agreed to make a one time cash payment to us in an amount equal
to $2,023,846 upon delivery of such shares. We will not receive any cash payment
or other future consideration in receipt of shares of Class A common stock
issued to Excel Management in connection with any anti-dilution issuances.

On March 4, 2005, we also entered into a one-year brokering agreement
with Excel Management. Under this brokering agreement, Excel Management will,
pursuant to our instructions, act as our broker with respect to, among other
matters, the employment of our vessels. For its services under the brokering
agreement, Excel Management will receive a commission fee equal to 1.25% of the
hire/freight/earnings of our vessels. This agreement extends automatically for
successive one-year terms at the end of its terms. It may be terminated by
either party upon twelve months prior written notice.

OUR FLEET

Year Type Delivery Fleet Current
Name dwt Built Date Reference* Employment
Status

MV Fighting Lady 146,313 1983 Capesize 1999 Initial Spot
MV Almar I 107,140 1979 Capesize 1999 Initial Spot

MV Isminaki 74,577 1998 Panamax 2/22/2005 Acquired Time Charter
(1)
MV First Endeavor 69,111 1994 Panamax Mid-April, 2005 Acquired TBD**
MV Birthday 71,504 1993 Panamax Late-April, 2005 Identified Time Charter
(2)

MV Lady 41,090 1985 Handymax 2002 Initial Spot
MV Swift 37,687 1984 Handymax 1/24/2005 Acquired Time Charter
(3)
MV Goldmar 39,697 1984 Handymax 1/3/2005 Acquired Time Charter
(4)
MV Marybelle 42,552 1987 Handymax Mid-March, 2005 Acquired TBD**
MV Emerald 45,572 1998 Handymax Late-April, 2005 Identified TBD**
MV Princess I 38,858 1994 Handymax Late-May, 2005 Identified TBD**
MV Attractive 41,524 1985 Handymax Early-May, 2005 Identified TBD**

MV Lucky Lady 27,422 1975 Handysize 1999 Initial Spot

* "Initial" means the vessel was owned by us prior to November 19, 2004,
"Acquired" means that we agreed to acquire the vessel between November 19, 2004
and December 31, 2004 and, with the exception of MV First Endeavor, have taken
delivery of the vessel and "Identified" means we agreed to acquire the vessel
between January 1, 2005 and the date of this prospectus supplement but have not
yet taken delivery of the vessel. ** To be determined.
(1) We have entered into a time charter agreement for this vessel at a rate of
$31,250 per day. The agreement terminates on or about February 2007.
(2) We have entered into a time charter agreement for this vessel at a rate of
$28,100 per day. The agreement terminates on or about April 2007.
(3) We have entered into a time charter agreement for this vessel at a rate of
$21,500 per day. The agreement terminates on or about January 2006.
(4) We have entered into a time charter agreement for this vessel at a rate of
$22,000 per day. The agreement terminates on or about January 2006.

OUR BUSINESS STRATEGY

Our business strategy includes:

o Timely acquisitions of older second hand vessels. We historically have
acquired and operated older second hand vessels. We believe this strategy
has enabled us to generate higher net revenues than those available from
purchasing and operating younger second hand vessels or newbuildings. Our
ability to effectively operate our second hand fleet is enhanced by our
technical management skills and preventive maintenance programs and our
efficient cost structure.

o Capitalizing on our established reputation. We believe that we have
established a reputation in the international shipping community for
maintaining high standards of performance, reliability and safety. Since
our current management was appointed in 1998, the Company has not suffered
the total loss of a vessel at sea or otherwise. In addition, our
wholly-owned management subsidiary, Maryville, carries the distinction of
being one of the first Greece-based ship management companies to have been
certified ISO 14001 compliant by Bureau Veritas.

o Fleet expansion and reduction in average age. We intend to grow and, over
time, reduce the average age of our fleet through timely and selective
acquisitions of well-maintained second hand drybulk carriers. Our
acquisition candidates generally are chosen based on selected financial and
technical criteria. We also expect to explore opportunities to sell some of
our older vessels.

o Balanced Fleet Deployment Strategy. Our fleet deployment strategy seeks to
maximize charter revenue throughout industry cycles while maintaining cash
flow stability. We intend to achieve this through a balanced portfolio of
spot and period charters. To that end, we aim to employ our recent
acquisitions in the period time charter market, while the remainder of our
fleet is deployed in the spot charter markets.

USE OF PROCEEDS

The net proceeds from any sales of Class A Common Stock under this
prospectus supplement are anticipated to be primarily used to acquire the
Identified Vessels, additional drybulk carriers and, to a lesser extent, for
general corporate purposes.

PRICE RANGE OF COMMON STOCK

The primary trading market for our Class A common stock is AMEX. The
high and low closing prices for the common stock, by quarter, in 2004, were as
follows:

Low High
--- ----
For The Quarter Ended:
March 31, 2004.............................. $4.03 $15.75
June 30, 2004............................... 7.80 14.93
September 30, 2004.......................... 7.10 59.25
December 31, 2004........................... 22.32 40.11

The high and low closing prices for the common stock, by month, for
the first two months of 2005 and the last four months of 2004 were as follows:

Month: Low High
--- ----

September 2004 ............................... $20.95 $59.25
October 2004.................................. 23.35 40.11
November 2004................................. 22.32 36.32
December 2004................................. 23.00 39.00
January 2005.................................. 19.85 27.00
February 2005................................. 22.11 27.60
March 2005 (through March 15, 2005) .......... 21.40 28.47

Risk Factors

You should carefully consider the risks described below, as well as the risks
set forth or incorporated by reference in the accompanying prospectus and all
other information contained or incorporated by reference in this prospectus
supplement before making an investment decision. If any of the following risks,
as well as other risks and uncertainties that are not yet identified or that we
currently think are not material, actually occur, our business, financial
condition and results of operations could be materially adversely affected. In
that event, the trading price of our shares could decline, and you may lose all
or part of your investment.

The cyclical nature of the international drybulk shipping industry may lead to
volatile changes in charter rates and vessel values, which may adversely affect
our earnings.

The international drybulk shipping industry is cyclical with attendant
volatility in profitability, charter rates and vessel values. Recent
fluctuations attest to this volatility in the drybulk carrier industry. In
December 2004, charter rates reached an all-time high, then subsequently
declined by approximately 30% through early February 2005 before recovering by
approximately 14% during the remainder of the month. Because many factors that
may influence the supply of, and demand for, vessel capacity are unpredictable,
the timing, direction and degree of changes in the international drybulk
shipping industry are also not predictable.

The degree of charter rate volatility among different types of drybulk
carriers has varied widely. Although our fleet deployment strategy may limit our
exposure, we are nonetheless exposed to changes in spot rates for drybulk
carriers and such changes may affect our earnings and the value of our vessels
at any given time.

The international drybulk shipping industry has experienced historically high
charter rates in the recent past and there can be no assurance that these
historically high charter rates will be sustained.

During 2004, charter rates for drybulk carriers charter reached
all-time highs. In 2005, charter rates are below the peak rates reached in the
fourth quarter of 2004 but remain above historical average rates. There can be
no assurance that these high charter rates will be sustained.

The factors affecting the supply and demand for vessels and drybulk
charter rates are outside of our control, and the nature, timing and degree of
changes in industry conditions are unpredictable. Factors that influence demand
for vessel capacity include:

o supply and demand for drybulk products;

o global and regional economic conditions;

o the distance drybulk cargoes are to be moved by sea; and

o changes in seaborne and other transportation patterns.

The factors that influence the supply of vessel capacity include:

o the number of newbuilding deliveries;

o the scrapping rate of older vessels;

o the level of port congestion;

o changes in environmental and other regulations that may limit the
useful life of vessels;

o the number of vessels that are out of service; and

o changes in global drybulk commodity production.

If we cannot complete the purchase of the Identified Vessels and additional
vessels, we may use the proceeds of this offering for general corporate purposes
that you may not agree with.

If we do not purchase one or more of the Identified Vessels or any
additional vessels, our management will have the discretion to apply the
proceeds of this offering to acquire other vessels or for general corporate
purposes that you may not agree with. Although we may use the proceeds of this
offering for the acquisition of the Identified Vessels, we may not receive
delivery of these vessels until varying times in April and May 2005. As
described in "Recent Developments" in this prospectus supplement, we have the
option to cancel the acquisition of an Identified Vessel if we do not receive
delivery as set forth in the MOA for that vessel. It is possible that one or
more of the sellers could breach the contracts or otherwise be unable to deliver
its vessel. We will not escrow the proceeds from this offering and will not
return the proceeds to you if we do not purchase one or more of the Identified
Vessels or any additional vessels. It may take a substantial period of time
before we can locate and purchase other suitable vessels. During this period,
the portion of the proceeds of this offering originally planned for the
acquisition of these vessels will not be invested in newly-acquired vessels.

Loan agreements may prohibit or impose certain conditions on the payment of
dividends.

Twelve of our subsidiaries have entered into loan facilities which
contain a number of financial covenants and general covenants that prohibit,
among other things, a subsidiary from paying dividends without the consent of
our lenders until the respective loan facility is paid in full. This prohibition
on paying dividends means that these subsidiaries cannot pay dividends to us
until the respective loan facilities are paid in full or with out the consent of
our lenders, which in turn may affect our ability to make dividend payments to
our shareholders. There can be no assurance that our subsidiaries will pay
dividends to us or that we will make dividend payments to our shareholders even
after all loan facilities are paid in full.

Our substantial level of indebtedness could adversely affect our financial
condition and could have significant adverse consequences to us.

As a result of our vessel acquisitions, we have incurred a substantial
amount of indebtedness, which requires significant principal and interest
payments. We may be unable to generate cash sufficient to pay the principal of,
interest on and other amounts due in respect of our indebtedness when due. In
addition, we may incur additional indebtedness. Our substantial level of
indebtedness could have adverse consequences to us, including the following:

o our ability to obtain additional financing for working capital,
capital expenditures and vessel acquisitions may be impaired;

o a substantial portion of our cash flow from operations may have to be
dedicated to the payment of the principal of and interest on our
indebtedness;

o our leverage may make us more vulnerable to economic downturns and may
limit our ability to withstand competitive pressures;

o if our level of indebtedness is higher than that of some of our
competitors, we may be at a competitive disadvantage and our
flexibility in planning for, or responding to, changing conditions in
our industry, including increased competition or regulation, may be
reduced;

o rising interest rates could have a material adverse effect on us since
a substantial portion of our indebtedness bears interest at variable
rates; and

o if we are unable to service our debt, our creditors could accelerate
our debt and foreclose on our fleet.

We may not be able to finance all of the vessels for which we have currently
entered or may in the future enter into MOAs.

We have not yet entered into a credit facility to finance the
remaining portion of the purchase price for MV Attractive. In addition, if we
identify one or more additional vessels to acquire and enter into an MOA for
that vessel or vessels, we may need to obtain a credit facility to finance a
portion of the purchase of that vessel or vessels. We cannot be certain that
sufficient financing will be available on terms that are acceptable to us or at
all to finance that portion of the purchase price for MV Attractive or any of
the additional vessels for which we may in the future enter into an MOA. If we
cannot obtain funding for the balance due on an MOA for one of these vessels,
including MV Attractive, we may not have sufficient funds to purchase that
vessel, in which case the deposit for that vessel is subject to forfeiture.

Our recent growth and the termination of our management agreement will impose
significant additional responsibilities on us and Maryville that we may not be
able to meet if we cannot hire and retain qualified personnel

With the acquisition of the Acquired and Identified Vessels, we will
more than double the size of the fleet. This will impose significant additional
responsibilities on our management and staff, and , together with the recent
termination of our management agreement with Excel Management, Inc., will impose
significant additional responsibilities on Maryville's management and staff as
well. These events may necessitate that both we and Maryville increase the
number of personnel. There can be no assurance that we will be able to hire
qualified personnel when needed. Difficulty in hiring and retaining personnel
could adversely affect our results of operations.

Our obligations to issue shares of Class A common stock to Excel Management
under the terms of our management agreement termination agreement will be
dilutive to investors who purchase shares of Class A common stock offered by
this prospectus supplement, as well as to our other investors.

In the management agreement termination agreement that we entered into
in early March 2005 with Excel Management, we have agreed to issue to Excel
Management 205,000 shares of our Class A common stock, which is approximately
1.5% of the total number of shares of our Class A common stock outstanding on
March 2, 2005 (the "original issuance"). We have further agreed to issue to
Excel Management, at any time at which we issue additional shares of our Class A
common stock to any third party for any reason, such number of additional shares
of Class A common stock which, together with the shares of Class A common stock
issued to Excel Management in the original issuance, equals 1.5% of our total
outstanding Class A common stock after taking into account the third-party
issuance (an "anti-dilution issuance"). We are obligated to issue shares of
Class A common stock in anti-dilution issuances in connection with the issuance
by the Company of shares of Class A common stock to any third party for any
reason. We will not receive any consideration from Excel Management for any
shares of Class A common stock issued by us to Excel Management pursuant to an
anti-dilution issuance other than that already received. Moreover, our
obligation with respect to anti-dilution issuances extends until December 31,
2008. We will be obligated to issue additional shares of Class A common stock to
Excel Management in an anti-dilution issuance as a result of the issuance of
Class A common stock shares to investors who purchase any shares of Class A
common stock in a transaction to which this prospective supplement relates.
Issuances of shares of Class A common stock to Excel Management as a result of
the original issuance and anti-dilution issuances will be dilutive to investors
in the shares of Class A common stock offered by this prospectus supplement as
well as to our existing shareholders.

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

We have historically derived a significant part of our revenue from a
small number of charterers. During 2003 and 2004, we derived approximately 57%
and 44%, respectively, of our gross revenues from four charterers.

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

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

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

Argon S.A. owns approximately 36.74% of our outstanding Class A common
shares and none of our outstanding Class B common shares, together representing
approximately 3.9% of the voting power of our outstanding capital stock. Argon
S.A. is holding the shares pursuant to a trust in favor of Starling Trading Co,
a corporation, whose sole shareholder is Ms. Ismini Panayotides, the daughter of
our Chairman, Mr. Panayotides. Ms. Panayotides has no power of voting or
disposition of these shares, and she has disclaimed beneficial ownership of
these shares.

Boston Industries S.A. owns approximately 1% of our outstanding Class
A common shares and approximately 47.5% of our Class B common shares, together
representing approximately 42.5% of the total voting power of our outstanding
capital stock. Boston Industries S.A. is controlled by Mrs. Mary Panayotides,
the wife of our Chairman. Boston Industries S.A. is the only holder of 5% or
more of our Class B common shares. Our Chairman disclaimes beneficial ownership
of these shares.

There is no guarantee of a continuing active and liquid public market for our
Class A common stock; and the price of our Class A common stock may be volatile.

The price of our Class A common stock prior to this offering has been
and after this offering may be volatile, and may fluctuate due to factors such
as:

o actual or anticipated fluctuations in quarterly and annual results;

o mergers and strategic alliances in the shipping industry;

o market conditions in the industry;

o changes in government regulation;

o fluctuations in our quarterly revenues and earnings and those of our
publicly held competitors;

o shortfalls in our operating results from levels forecast by securities
analysts;

o announcements concerning us or our competitors; and

o the general state of the securities market.

Future sales of our Class A common stock may depress our stock price.

The market price of our Class A common stock could decline as a result
of sales of substantial amounts of our Class A common stock in the public
market, including the shares covered by this prospectus supplement, or the
perception that these sales could occur. In addition, these factors could make
it more difficult for us to raise funds through future equity offerings.

We may not be exempt from U.S. taxation on our U.S. source shipping income,
which would reduce our net income and cash flow by the amount of the applicable
tax.

For our taxable years ending on and prior to December 31, 2004, we
believe and take the position that we and our subsidiaries were exempt from tax
under section 883 of the U.S. Internal Revenue Code, or the Code, on the basis
we were a public company, more than 50% of the value of whose stock was
primarily and regularly traded on the American Stock Exchange and on the basis
the final regulations interpreting Code section 883 in a manner contrary to our
position do not become effective until January 1, 2005 for calendar year
taxpayers such as ourselves. We can give no assurance, however, that we would
prevail in our position if challenged. Furthermore, beginning with calendar year
2005, we believe we and our subsidiaries will no longer be able to qualify for
exemption under Code section 883.

If we were not eligible for exemption from tax under Code section 883,
we would be subject to a four percent tax on our U.S. source shipping income,
which is comprised of 50% of our shipping income attributable to the transport
of cargoes to or from United States ports. Based on our calculations to date, we
do not believe our U.S. federal tax liability has been or will be material.
However, we can give no assurance that the trading pattern of our ships will not
change in the future and that as a result, our tax liability could become
material and our net income and cash flow would be reduced by the amount of the
applicable tax.

We may not be exempt from Liberian taxation which would materially reduce our
net income and cash flow by the amount of the applicable tax.

The Republic of Liberia enacted a new income tax law generally
effective as of January 1, 2001, or the New Act, which repealed, in its
entirety, the prior income tax law in effect since 1977 pursuant to which we and
our Liberian subsidiaries, as non-resident domestic corporations, were wholly
exempt from Liberian tax.

In 2004, the Liberian Ministry of Finance issued regulations pursuant
to which a non-resident domestic corporation engaged in international shipping
such as ourselves will not be subject to tax under the New Act retroactive to
January 1, 2001 (the "New Regulations"). In addition, the Liberian Ministry of
Justice issued an opinion that the New Regulations were a valid exercise of the
regulatory authority of the Ministry of Finance. Therefore, assuming that the
New Regulations are valid, we and our Liberian subsidiaries will be wholly
exempt from tax as under Prior Law.

If we were subject to Liberian income tax under the New Act, we and
our Liberian subsidiaries would be subject to tax at a rate of 35% on our
worldwide income. As a result, our net income and cash flow would be materially
reduced by the amount of the applicable tax. In addition, our shareholders would
be subject to Liberian withholding tax on dividends at rates ranging from 15% to
20%.

MANAGEMENT

Effective November 1, 2004, Christopher J. Georgakis was appointed
President and Chief Executive Officer of the Company. Mr. Georgakis succeeded
Mr. Gabriel Panayotides, who remains the Company's Chairman of the Board. Mr.
Georgakis has two decades of shipping experience, with a concentration in
drybulk shipping, and joined Excel Maritime following six years with privately
owned, London-based Sea Challenger Maritime Ltd., a subsidiary of Belmont
Shipping Ltd. As part of his compensation package, Mr. Georgakis received an
option to purchase 100,000 shares of Class A Common Stock after he has been
employed with the Company for three full years. The exercise price for the
shares of Class A Common stock under this option is the closing price of the
Class A Common Stock on October 4, 2004, less a discount of 15%.

Effective January 1, 2005, Eleftherios (Lefteris) A. Papatrifon was
appointed Chief Financial Officer of the Company. Mr. Papatrifon succeeded Mr.
Christopher J. Thomas, who remains on the Board of the Company. Mr. Papatrifon
has 15 years of experience in Corporate Finance and Asset Management. He has
worked as a Portfolio Manager for The Prudential Insurance Company of America
and has held senior management positions in the Banking and Financial Services
sectors in Greece. Until recently, Mr. Papatrifon was Head of Investment Banking
at Geniki Bank of Greece, a subsidiary of Societe Generale. Mr. Papatrifon holds
undergraduate (BBA) and graduate (MBA) degrees from Baruch College (CUNY). He is
also a member of the CFA Institute and a CFA charterholder.

RELATED PARTY TRANSACTIONS

CAPITALIZATION

The following table sets forth our consolidated capitalization as of
January 31, 2005:

o on an actual basis and,

o on an adjusted basis giving effect to our incurrence of $23.9 million
of new long-term debt in February 2005 to partially finance the
acquisition of the drybulk carrier vessel MV Isminaki.

There have been no significant adjustments to our capitalization since
January 31, 2005, as so adjusted.

As of January 31, 2005
----------------------

As Adjusted for
Changes in
Actual Indebtedness
------ ------------
(in thousands of U.S. dollars)

Debt:
Current portion of long term debt ................ $ 9,620 $ 11,051
Long-term debt, net of current portion............ 11,500 33,919
----------- ------------
Total debt........................................ $ 21,120 $ 44,970
----------- ------------
Stockholders' equity:
Preferred stock $0.01 par value; 5,000,000 shares
authorized, none issued. ....................... -- --
Common stock $0.01 par value Class A:
49,000,000 authorized; 13,696,153 shares issued
and outstanding. ............................... 137 137
Class B:
1,000,000 shares authorized; 114,946 shares
issued and outstanding.......................... 1 1
Additional paid-in capital........................ 63,817 63,817
Less:

Treasury stock 78,650 Class A shares and 588
Class B shares.................................. (189) (189)
Retained earnings................................. 37,423 37,423
----------- ------------
Total stockholders' equity...... 101,189 101,189
----------- ------------
Total capitalization.............................. $ 122,309 $ 146,159
=========== =============

Summary Consolidated Financial Data

The following table sets forth summary consolidated financial data and
other operating data of Excel Maritime Carriers Ltd. The summary financial data
in the table for each of the three years in the period ended December 31, 2004
are derived from the audited consolidated financial statements of Excel Maritime
Carriers Ltd. The data should be read in conjunction with the consolidated
financial statements, related notes and other financial information incorporated
by reference .

($ in thousands, except per share data and Average Daily Results) Year Ended December 31,
2002 2003 2004
INCOME STATEMENT DATA

Voyage revenues................................................................. $15,602 $26,094 $51,966
Revenues from managing vessels.................................................. 385 527 637
Voyage expenses................................................................. 7,009 7,312 8,100
Vessel operating expenses....................................................... 5,354 6,529 7,518
Depreciation and amortization................................................... 1,080 1,548 1,713
General and administrative expenses............................................. 1,475 1,974 3,098
Gain on sale of vessels......................................................... (569) 0
--------- ---------- --------
0
Operating Income................................................................ 1,638 9,258 32,174

Interest and finance costs, net................................................. (669) (461) (61)
Foreign currency losses......................................................... (44) (58) (39)
Other, net...................................................................... 164 (94) (24)
--------- ---------- --------
Net Income...................................................................... $1,089 $8,645 $32,050
========= ========== ===========
Basic and fully diluted earnings per share...................................... $0.09 $0.75 $2.75
Weighted average basic and diluted shares outstanding........................... 11,550,984 11,532,725 11,640,058

BALANCE SHEET DATA (at period end)
Cash and Cash Equivalents....................................................... $1,949 $3,958 $64,903
Current assets, including cash.................................................. 3,157 5,525 71,376
Total assets.................................................................... 21,435 24,083 114,297
Current liabilities, including current portion of long-term debt................ 5,896 4,121 10,732
Total long-term debt, excluding current portion................................. 10,090 5,870 5,750
Stockholders' equity............................................................ 5,449 14,092 97,815

OTHER FINANCIAL DATA
Net cash provided by (used in) operating activities............................. $(260) $8,887 $32,033
Net cash provided by (used in) investing activities............................. 11,996 0 (26,220)
Net cash provided by (used in) financing activities............................. (20,771) (6,878) 55,132
EBITDA(1)....................................................................... 2,838 10,654 33,824

FLEET DATA
Average number of vessels(2).................................................... 4.2 5.0 5.0
Available days for fleet(3)..................................................... 1,458 1,686 1,793
Calendar days for fleet(4)...................................................... 1,524 1,825 1,830
Fleet utilization(5)............................................................ 95.7% 92.4% 98.0%

AVERAGE DAILY RESULTS
Time charter equivalent(6) ..................................................... $5,894 $11,140 $24,465
Vessel operating expenses(7) ................................................... 3,513 3,578 4,108
General and administrative expenses(8).......................................... 968 1,082 1,572
Total vessel operating expenses(9) ............................................. 4,481 4,660 5,680

(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization. EBITDA does not represent and should not be considered as an
alternative to net income or cash flow from operations, as determined by U.S.
GAAP, and our calculation of EBITDA may not be comparable to that reported by
other companies. EBITDA is included in this prospectus supplement because it is
a basis upon which we assess our liquidity position and because we believe that
it presents useful information to investors regarding a company's ability to
service and/or incur indebtedness.

The following table reconciles net cash from operating activities, as reflected
in the consolidated statements of cash flows, to EBITDA:

Year Ended December 31,
2002 2003 2004
---- ---- ----

Net Cash from (used in) Operating Activities $(260) $8,887 $32,033
Net increase (decrease) in current assets 184 359 2,413
Net (increase) decrease in current liabilities, excluding current portion of 1,413 35 (966)
long-term debt
Payments for dry-docking costs 497 951 544
Net interest expense 669 461 61
Amortization and write-off of deferred financing costs included in net (234) (39) (39)
interest expense
Stock-based compensation expense 0 0 (222)
Gain on sale of vessels 569 0 0
------- -------- --------
EBITDA $2,838 $10,654 $33,824
====== ======= ========

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

(3) Available days for fleet are the total calendar days the vessels were in our
possession for the relevant period after subtracting for off hire days
associated with major repairs, drydocks or special or intermediate surveys.

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

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

(6) Time charter equivalent, or TCE, is a measure of the average daily revenue
performance of a vessel on a per voyage basis. Our method of calculating TCE is
consistent with industry standards and is determined by dividing revenue
generated from voyage charters net of voyage expenses by available days for the
relevant time period. Voyage expenses primarily consist of port, canal and fuel
costs that are unique to a particular voyage, which would otherwise be paid by
the charterer under a time charter contract, as well as commissions. TCE is a
standard shipping industry performance measure used primarily to compare
period-to-period changes in a shipping company's performance despite changes in
the mix of charter types (i.e., spot voyage charters, time charters and bareboat
charters) under which the vessels may be employed between the periods.

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

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

(9) Total vessel operating expenses, or TVOE, is a measurement of our total
expenses associated with operating our vessels. TVOE is the sum of vessel
operating expenses and general and administrative expenses. Daily TVOE is
calculated by dividing TVOE by fleet calendar days for the relevant time period.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results
of operations for the full years ended December 31, 2004, 2003 and 2002. You
should read this together with the consolidated financial statements including
the notes to those financial statements for the periods mentioned above filed
with the Commission and incorporated by reference in this prospectus supplement.

General

We are a provider of international seaborne transportation services,
carrying various drybulk cargoes including among others, iron ore, coal and
grain, collectively referred to as "major bulks," and steel products,
fertilizers, cement, bauxite, sugar and scrap metal, collectively referred to as
"minor bulks." As of December 31, 2004, our fleet consisted of five drybulk
carriers, comprised of two Capesize bulk carriers, two Handymax bulk carriers
and one Handysize bulk carrier, with a total cargo carrying capacity of 357,947
dwt. All existing vessels were acquired in 1999 except for the one Handymax bulk
carrier, the "Lady" which was acquired on October 31, 2002.

During the last quarter of 2004 we entered into agreements to acquire
the Acquired Vessels, two Panamax bulk carriers and three Handymax bulk carriers
with a total cargo carrying capacity of 263,624 dwt tons. All five Acquired
Vessels are expected to have been delivered by late-April 2005.

In December 2004, we agreed to sell the oldest vessel of our fleet,
the MV Petalis, a 1975 Handymax bulk carrier. She was delivered to her new
owners on March 7, 2005.

Finally, in January, February and March 2005 we entered into four MOAs
to acquire four drybulk carriers, three Handymaxes with a total carrying
capacity of approximately 126,000 dwt and one Panamax with a carrying capacity
of approximately 71,500 dwt. These vessels are expected to be delivered between
the beginning of April and the end of May, as the case may be, of 2005. After
all acquisitions are completed, our fleet will consist of 13 vessels with a
total cargo carrying capacity of approximately 783,000 dwt.

We actively manage the deployment of our fleet between spot market
charters (through voyage charters, trip time charters and short-term time
charters), which generally last from one to nine months and period time
charters, which can last up to several years. A voyage charter is generally a
contract to carry a specific cargo from a load port to a discharge port for an
agreed upon total amount. A trip time charter is for a specific voyage from a
loading port to a discharging port, and short-term and period time charters are
for a fixed period of time.

Under voyage charters, we pay voyage expenses such as port, canal and
fuel costs. A trip time charter and a period time charter are generally
contracts to charter a vessel at a set daily rate. Under time charters, the
charterer pays voyage expenses such as port, canal and fuel costs. Under both
types of charters, we pay commissions to the broker involved with arranging the
charters and for vessel operating expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs. We are also responsible for each vessel's intermediate and special
survey costs.

Factors Affecting our Results of Operations

We believe that the important measures for analyzing trends in the
results of our operations consist of the following:

o Calendar days. We define calendar days as the total number of days in
a period during which each vessel in our fleet was in our possession
including off hire days associated with major repairs, drydockings or
special or intermediate surveys. Calendar days are an indicator of the
size of our fleet over a period and affect both the amount of revenues
and expenses that we record during that period.

o Available days. We define available days as the total number of days
in a period during which each vessel in our fleet was in our
possession net of off hire days associated with major repairs,
drydockings or special or intermediate surveys. The shipping industry
uses available days to measure the number of days in a period during
which vessels actually generate revenues.

o Fleet utilization. We calculate fleet utilization by dividing the
number of our available days during a period by the number of our
calendar days during that period. The shipping industry uses fleet
utilization to measure a company's efficiency in minimizing the amount
of days that its vessels are off hire for reasons such as scheduled
repairs, vessel upgrades or drydockings and other surveys.

Voyage Revenues

Our voyage revenues are driven primarily by the number of vessels in
our fleet, the number of available days during which our vessels generate
revenues and the amount of daily charter hire that our vessels earn under
charters, which, in turn, are affected by a number of factors, including our
decisions relating to vessel acquisitions and disposals, the amount of time that
we spend positioning our vessels, the amount of time that our vessels spend in
dry-dock undergoing repairs, maintenance and upgrade work, the age, condition
and specifications of our vessels, levels of supply and demand in the drybulk
carrier transportation market and other factors affecting charter rates for
drybulk carriers.

Vessels operating on period time charters provide more predictable
cash flows, but can yield lower profit margins than vessels operating in the
spot charter market during periods characterized by favourable market
conditions. Vessels operating in the spot charter market generate revenues that
are less predictable but may enable us to capture increased profit margins
during periods of improvements in drybulk rates although we are exposed to the
risk of declining drybulk charter rates, which may have a material adverse
impact on our financial performance. Spot charter market rates are volatile and
fluctuate on a seasonal and year to year basis. The fluctuations are caused by
imbalances in the availability of cargoes for shipment and the number of vessels
available at any given time to transport these cargoes. If we employ vessels on
period time charters, future spot market charter rates may be higher or lower
than those rates at which we have period time chartered our vessels. We are
constantly evaluating opportunities to increase the number of our drybulk
carriers deployed on period time charters, but only expect to enter into
additional period time charters if we can obtain contract terms that satisfy our
criteria.

A standard maritime industry performance measure used to evaluate
performance is the daily time charter equivalent, or daily TCE. Daily TCE
revenues are voyage revenues minus voyage expenses divided by the number of
available days during the relevant time period. Voyage expenses primarily
consist of port, canal and fuel costs that are unique to a particular voyage,
which would otherwise be paid by a charterer under a time charter, as well as
commissions. We believe that the daily TCE neutralizes the variability created
by unique costs associated with particular voyages or the deployment of drybulk
carriers on time charter or on voyage charter and presents a more accurate
representation of the revenues generated by our drybulk carriers.

o The average daily TCE rate increased 119.6% from $11,140 for 2003, to
$24,465 for 2004. This increase was a direct result of a higher
drybulk charter market related to the growth in international seaborne
transportation for drybulk cargoes in Asia and China.

o The average daily TCE rate increased 89.0% from $5,894 for 2002, to
$11,140 for 2003. This increase was a direct result of a higher
drybulk charter market related to the growth in international seaborne
transportation for drybulk cargoes in Asia and China.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the
cost of insurance, expenses relating to repairs and maintenance, the costs of
spares and consumable stores, tonnage taxes and other miscellaneous expenses.
Our vessel operating expenses, which generally represent fixed costs, have
historically increased as our vessels get older. We expect these expenses to
increase in 2005 as a result of the enlargement of our fleet. Other factors
beyond our control, some of which may affect the shipping industry in general,
including, for instance, developments relating to insurance, may also cause
these expenses to increase.

Depreciation and Drydocking

We depreciate our drybulk carriers on a straight-line basis over their
estimated useful lives determined to be 28 years from the date of their initial
delivery from the shipyard. Depreciation is based on cost less the estimated
residual value. We capitalize the total costs associated with a dry-docking and
amortize these costs on a straight-line basis over the period when the next
dry-docking becomes due, which is typically 30 to 60 months. Regulations and/or
incidents may change the estimated dates of next dry-dockings.

Year ended December 31, 2004 compared to the Year ended December 31, 2003

VOYAGE REVENUES - Voyage revenues increased by $25.9 million, or 99.2
% to $52.0 million for 2004, compared to $26.1 million for 2003. This increase
is due to an overall increase in drybulk rates.

VOYAGE EXPENSES - Voyage expenses, which primarily consist of port,
canal and fuel costs that are unique to a particular voyage which would
otherwise be paid by the charterer under a time charter contract, as well as
commissions, increased $0.8 million, or 11.0 %, to $8.1 million for 2004,
compared to $7.3 million for 2003. This increase is primarily due to the
increase in commissions paid as a result of higher voyage revenues earned.

VESSEL OPERATING EXPENSES - Vessel operating expenses, which include
crew costs, provisions, deck and engine stores, lubricating oil, insurance,
maintenance and repairs, increased by $1.0 million, or 15.4 %, to $7.5 million
for 2004 compared to $6.5 million for 2003. Daily vessel operating expenses per
vessel increased by $ 531, or 14.8 %, to $4,108 for 2004, compared to $3,577 for
2003. This increase is primarily due to (i) an increase in the cost of repairs
and spares due to the aging of our fleet, (ii) an increase in our crew costs due
to the annual pay increases and (iii) increased insurance costs that resulted
from an increase in rates charged by insurance companies throughout the shipping
sector.

GENERAL AND ADMINISTRATIVE EXPENSES - General and administrative
expenses, increased by $ 1.1 million, or 55.0 %, to $ 3.1 million for 2004
compared to $2.0 million for 2003. The increase of $1.1 million is attributable
to (i) the foreign currency translation effect from converting the Euro
denominated expenses of Maryville to US Dollars, (ii) an increase in salaries
and bonuses paid and (iii) the $0.2 million of compensation expenses recorded in
connection with all stock-based employee compensation awards.

DEPRECIATION AND AMORTIZATION - Depreciation and amortization, which
includes depreciation of vessels as well as amortization of drydocking and
special survey costs increased by $0.2 million, or 13.3% to $1.7 million for
2004 compared to $1.5 million for 2003. This increase is primarily due to an
increase in amortization of dry-docking and special survey expenses as the full
impact of last year's dry-dockings is realized in addition to this year's
drydocking of MV Almar I during January 2004.

INTEREST AND FINANCE COSTS, NET - Net interest cost amounted to $0.1
million in 2004, a decrease of $0.4 million, compared to the $0.5 million in
2003. This change is primarily attributed to (i) the increased cash balances
throughout the year that were a result of our increased profitability in 2004
and (ii) the repayment of a portion of our existing long-term debt during 2004.

FOREIGN CURRENCY LOSSES - We incurred a $ 0.04 million foreign
currency loss for 2004 compared to a loss of $ 0.06 million for 2003.

OTHER NET - We recognized a loss of $0.02 million during 2004 compared
to a loss of $0.09 million during 2003. The reduction is due to gains realized
from the receipt of amounts received in connection with claims for damages to
our vessels that were in excess of the actual cost associated with the repairs.

NET INCOME - Net income was $32.1 million for 2004 compared to $8.6
million for 2003, an increase of $23.5 million or 273.3%.

Year ended December 31, 2003 compared to the Year ended December 31,
2002

VOYAGE REVENUES - Voyage revenues were $26.1 million in 2003 compared
to $15.6 million in 2002 an increase of $10.5 million or 67.3%. This increase
was primarily attributable to a 89.0% increase in the average fleet TCE rate
from $5,894 in 2002 to $11,140 in 2003, plus an increase of 15.6% in the total
number of fleet available days from 1,458 in 2002 to 1,686 in 2003 due to Lady
completing a full years trading (delivered in October 2002) off-set by a total
of 139 days for special survey/dry-dockings.

VOYAGE EXPENSES - Voyage expenses, which primarily consist of port,
canal and fuel costs that are unique to a particular voyage that would otherwise
be paid by the charterer under a time charter contract, as well as commissions,
were $7.3 million in 2003, an increase of $0.3 million or 4.3% compared to $7.0
million in 2002. This increase was attributable to the increase in commissions
paid of $0.6 million due to the increased market rates that was partly offset by
the decrease of $0.3 million in all other voyage expenses attributable to the
fleet performing more time charters in 2003 than in 2002.

VESSEL OPERATING EXPENSES - Vessel operating expenses were $6.5
million in 2003 compared to $5.4 million in 2002 an increase of $1.1 million or
20.4%, which was a result of an increase in the number of operating days from
1,524 in 2002 to 1,825 days in 2003 or a 19.8% increase.

GENERAL AND ADMINISTRATIVE EXPENSES - General and administrative
expenses for 2003 were $2.0 million, an increase of $0.5 million or 33.3%,
compared to $1.5 million in 2002. The increase of $0.5 million reflects mainly
the increased cost of conversion of US$ into Euro to cover Euro administrative
expenses within Maryville Maritime Inc.

DEPRECIATION AND AMORTIZATION - The depreciation and amortization
charge for 2003 was $1.5 million, an increase of $0.4 million or 36.4%, compared
to $1.1 million in 2002. The increase is primarily due to the operation of the
vessel Lady for a full year compared to just 61 days in 2002 (the vessel Lady
was purchased on October 31, 2002).

INTEREST AND FINANCE COSTS, NET - Net interest cost amounted to $0.5
million in 2003, a decrease of $0.2 million, compared to $0.7 million in 2002.
The decrease is primarily due to the write-off of deferred financing costs in
2002 as result of the disposal of one of our subsidiaries and the repayment of
certain of our loans.

FOREIGN CURRENCY LOSSES - We incurred a $0.06 million foreign currency
loss in 2003 compared to a loss of $0.04 million in 2002.

OTHER NET - We recognized a loss of $0.09 million in 2003 compared to
a gain of $0.16 in 2002. This is primarily due to the gain we realized form the
disposal of a subsidiary in early 2002.

NET INCOME - Net income was $8.6 million for 2003 compared to $1.1
million for 2002, an increase of $7.5 million.

Liquidity and capital resources

Historically our principal source of funds has been equity provided by
our shareholders, including our offering of our Class A common stock completed
on December 13, 2004, operating cash flows and long-term borrowings. Our
principal use of funds has been capital expenditures to grow our fleet, maintain
the quality of our drybulk vessels, comply with international shipping standards
and environmental laws and regulations, fund working capital requirements, make
principal repayments on outstanding loan facilities, and pay dividends.

Our practice has been to acquire drybulk vessels using a combination
of cash on hand, funds received from equity investors and bank debt secured by
mortgages on our drybulk vessels. Our business is capital intensive and its
future success will depend on our ability to maintain a high-quality fleet
through the acquisition of newer drybulk vessels and the selective sale of our
older drybulk vessels. These acquisitions will be principally subject to
management's expectation of future market conditions as well as our ability to
acquire drybulk vessels on favorable terms.

Cash Flows

Cash and cash equivalents increased to $64.9 million as of December
31, 2004, compared to $4.0 million as of December 31, 2003. Our working capital
is current assets minus current liabilities, including the current portion of
long-term debt. Our working capital surplus was $60.6 million as of December 31,
2004 due primarily to our positive net income results for the full year 2004 and
our offering of Class A common stock completed on December 13, 2004. The current
portion of long-term debt included in our current liabilities was $7.9 million
as of December 31, 2004 compared to $2.3 million as of December 31, 2003.

NET CASH FROM OPERATING ACTIVITIES - increased by $23.1 million to
$32.0 million during 2004, compared to net cash from operating activities of
$8.9 million during 2003. This increase is primarily attributable to net income
of $32.1 million as a result of improved trading conditions.

NET CASH USED IN INVESTING ACTIVITIES - was $26.2 million during 2004,
which is a result of the advances given for the acquisition of the five new
vessels. Net cash used in investing activities for 2003 was 0.

NET CASH FROM FINANCING ACTIVITIES - was $55.1 million during 2004,
compared to net cash used in investing activities of $6.9 million during 2003.
This is primarily due to the equity offering of 2.2 million shares completed in
December of 2004 that resulted in $51.5 million of net cash proceeds and an
increase of long-term debt by $7.8 million for the financing of the Goldmar.

As of December 31, 2004, we had three outstanding loans with a
combined outstanding balance of $13.6 million. We expect that during 2005, $5.9
million will be paid for the full repayment of two loans and another $2.0
million will be repaid for the third loan. It is anticipated that the remaining
$5.7 million will be fully repaid by 2008 as shown in the table below:

Year Amount

2005 7.90 million
2006 1.35 million
2007 1.35 million
2008 3.00 million

In 2001, our fully owned subsidiary, Maryville, entered into a lease
agreement for the rental of office premises with an unrelated party. Operating
lease payments for 2002, 2003 and 2004 were $49,000, $60,000 and $70,000
respectively. Future minimum rentals payable under operating leases for each of
the year ending December 31, 2005 through December 31, 2010 will be
approximately $80,000 to $100,000.

Cash and cash equivalents increased to $4.0 million as of December 31,
2003, compared to $1.9 million as of December 31, 2002. Our working capital is
current assets minus current liabilities, including the current portion of
long-term debt. Our working capital surplus was $1.4 million as of December 31,
2003 due primarily to our net income results for the full year 2003. The current
portion of long-term debt included in our current liabilities was $2.3 million
as of December 31, 2003 compared to $4.0 million as of December 31, 2002.

NET CASH FROM OPERATING ACTIVITIES - The net cash from operating
activities in 2003 totalled $8.9 million an increase of $9.2 million compared to
cash used in operations of $0.3 million for 2002. In 2003, the increase in cash
flow from operations was caused by several factors including an increase in net
income of $7.6 million, decrease in accounts payable of $0.5 million, $1.0
million for dry-docking costs and $0.4 million increase in accounts receivable.

NET CASH USED IN INVESTING ACTIVITIES - The net cash used in investing
activities in 2003 was $0.0 million compared to $12.0 million of net cash from
investing activities in 2002. The main reasons for the decrease were due to no
acquisition or sales of vessels or disposed subsidiaries in 2003.

NET CASH USED IN FINANCING ACTIVITIES - The net cash used in Financing
Activities totalled $6.9 million in 2003, compared to a $20.8 million used in
2002. The decrease of approximately $13.9 million consists mainly of the $18.3
proceeds from long term debts less $14.3 million for repayment and $24.7 million
for dividends in 2002 while in 2003 only $6 million was used to repay long term
debt.

As of December 31, 2003, we had two outstanding loans with a combined
outstanding balance of $8.2 million. The $2.3 million will be repaid in 2004 and
the remaining $5.9 million in 2005.

Contractual Obligations

The following table sets forth our contractual obligations and their
maturity dates as of December 31, 2004, as adjusted to reflect our entry into
purchase agreements, in January, February and March 2005, to acquire three
secondhand Handymax drybulk carriers and one secondhand Panamax drybulk carrier:

Within One to Three to More than
1 Year Three Years Five Years Five years Total
------ ----------- ---------- ---------- -----

(in thousands of U.S. dollars)

Bank loans(1)..................................... 7,870 5,750 -- -- 13,620
Vessel Swift purchase agreement(1)................ 10,073 -- -- -- 10,073
Vessel Isminaki purchase agreement(1)............. 33,788 -- -- -- 33,788
Vessel First Endeavor purchase agreement.......... 26,562 -- -- -- 26,562
Vessel Marybelle purchase agreement 15,912 -- -- -- 15,912
Three Handymax purchase agreements(2)............. 71,100 -- -- -- 71,100
One Panamax purchase agreement(3)................. 32,000 -- -- -- 32,000

(1) In January 2005, we incurred additional bank long-term debt of $7.8 million
to finance the delivery of the vessel Swift. In February 2005, we incurred
additional bank long-term debt of $23.9 million to finance the delivery of
the vessel Isminaki.

(2) The amount relates to the vessels Emerald ($30 million), Princess I ($25.6
million) and Attractive ($15.5 million).

(3) The amount relates to the vessel Birthday.

Quantitative and Qualitative Disclosure of Market Risk

Interest Rate Fluctuation. The international drybulk industry is a
capital intensive industry, requiring significant amounts of investment. Much of
this investment is provided in the form of long-term debt. Out debt usually
contains interest rates that fluctuate with LIBOR. Increasing interest rates
could adversely impact future earnings.

Our interest expense is affected by changes in the general level of
interest rates. As an indication of the extent of our sensitivity to interest
rate changes, an increase of 100 basis points would have decreased our net
income and cash flows in the current year by approximately $58,100 based upon
our average debt level during 2004.

The following table sets forth the sensitivity of our long term debt
in U.S. dollars to a 100 basis points increase in LIBOR during the next five
years on the same basis.

Year Amount
----- -------

2005 $96,850
2006 50,750
2007 37,250
2008 15,250
2009 0

Critical Accounting Policies

Critical accounting policies are those that reflect significant
judgments or uncertainties, and potentially result in materially different
results under different assumptions and conditions. We have described below what
we believe are our most critical accounting policies that involve a high degree
of judgment and the methods of their application. For a description of all of
the company's significant accounting policies, see Note 2 to our consolidated
financial statements.

Impairment of Long-Lived Assets: We use SFAS No. 144 "Accounting for
the Impairment or Disposal of Long-lived Assets", which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard requires that long-lived assets and certain identifiable
intangibles held and used or disposed of by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be recoverable. When the estimate of undiscounted cash flows,
excluding interest charges, expected to be generated by the use of the asset is
less than its carrying amount, we should evaluate the asset for an impairment
loss. Measurement of the impairment loss is based on the fair value of the asset
as provided by third parties. In this respect, management regularly reviews the
carrying amount of the vessels in connection with the estimated recoverable
amount for each of our vessels. The review for impairment of each vessel's
carrying amount, as of December 31, 2002, 2003 and 2004, did not result in an
indication of an impairment loss.

Vessels' Depreciation: Depreciation is computed using the
straight-line method over the estimated useful life of the vessels, after
considering the estimated salvage value. Each vessel's salvage value is equal to
the product of its lightweight tonnage and estimated scrap rate. Management
estimates the useful life of our vessels to be 28 years from the date of initial
delivery from the shipyard. Second hand vessels are depreciated from the date of
their acquisition through their remaining estimated useful life. However, when
regulations place limitations over the ability of a vessel to trade on a
worldwide basis, its useful life is adjusted to end at the date such regulations
become effective.

Accounting for Dry-docking and Special Survey Costs: We follow the
deferral method of accounting for dry-docking costs whereby actual costs
incurred are deferred and are amortized on a straight-line basis over the period
through the date the next dry-docking is scheduled to become due. Unamortized
dry-docking costs of vessels that are sold are written off to income in the year
of the vessel's sale.

Subsequent Events

On January 14, 2005 a new wholly-owned subsidiary, Whitelaw
Enterprises Co. of Liberia, entered into an MOA for the purchase of the 71,504
dwt drybulk carrier MV Galateia (to be renamed MV Birthday) with the owner of
that vessel, an unaffiliated third party. The purchase price of MV Birthday
(formerly MV Galateia), is $ 32.0 million. Ten percent of the purchase price, or
$3.2 million, was paid on January 28, 2005. The balance of the purchase price is
due on delivery.

On January 24, 2005 a new wholly-owned subsidiary, Ingram Limited of
Liberia, entered into an MOA for the purchase of the 45,572 dwt drybulk carrier
MV Seaboni (to be renamed MV Emerald) with the owner of that vessel, an
unaffiliated third party. The purchase price of MV Emerald (formerly MV
Seaboni), is $ 30.0 million. Ten percent of the purchase price, or $3.0 million,
was paid on January 28, 2005. The balance of the purchase price is due on
delivery.

On February 16, 2005 a loan agreement was signed between five
shipowning companies (acting jointly and severally), owning the vessels MV
Isminaki (formerly MV United Seas), MV First Endeavor (formerly MV Lord
Fortune), MV Birthday, MV Emerald and MV Princess I, and a bank, for a new loan
facility for an amount up to $95 million for the purpose of financing the 60% of
the purchase price of the vessels. Amounts drawn down from the loan facility for
the acquisition of vessels built between 1993 and 1996 must be repaid in 32
equal quarterly installments, with the first installment due 3 months after the
delivery of the vessel. Amounts drawn down from the loan facility for the
acquisition of vessels built between 1997 and 2004 must be repaid in 40 equal
quarterly installments, with the first installment due 3 months after the
delivery of the vessel, and a 20% ballon payment, to be paid concurrent with the
last quarterly installment.

On February 22, 2005, a new wholly-owned subsidiary, Castalia Services
Ltd of Liberia, signed an MOA for the purchase of the 38,858 dwt, 1994 built,
drybulk carrier vessel MV Princess I (formerly MV Fiona) for an amount of $25.6
million. The expected delivery date of the vessel is between April and late-May
2005. On February 25, 2005, we made a deposit of $2.56 million, equal to 10% of
purchase price. The balance of the purchase price is payable on delivery.

On March 7, 2005, a new wholly-owned subsidiary, Barland Holdings Inc.
of Liberia, signed an MOA for the purchase of the 41,524 dwt, 1985 built,
drybulk carrier vessel MV Attractive (formerly MV IDC2) for an amount of $15.5
million. The expected delivery date of the vessel is early-May 2005. We expect
to make a deposit of $1.55 million, equal to 10% of purchase price, three
banking days after the MOA is signed. The balance of the purchase price is
payable on delivery.

TAX CONSIDERATIONS

The following discussion is a summary of the material Liberian and
United States federal income tax considerations relevant to an investment
decision by a U.S. Holder, as defined below, with respect to the common stock.
This discussion does not purport to deal with the tax consequences of owning
common stock to all categories of investors, some of which, such as dealers in
securities and investors whose functional currency is not the United States
dollar, may be subject to special rules. This discussion deals only with holders
who purchase common stock in connection with the offering. You should consult
your own tax advisors concerning the overall tax consequences arising in your
own particular situation under United States federal, state, local or foreign
law of the ownership of common stock.

Liberian Tax Considerations

The Company has recently become aware that the Republic of Liberia
enacted a new income tax generally act effective as of January 1, 2001 ("New
Act"). In contrast to the income tax law previously in effect since 1977 ("Prior
Law"), which the New Act repealed in its entirety, the New Act does not
distinguish between the taxation of non-resident Liberian corporations such as
ourselves and our Liberian subsidiaries, who conduct no business in Liberia and
were wholly exempted from tax under Prior Law, and the taxation of ordinary
resident Liberian corporations.

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the
following are the material United States federal income tax consequences to us
of our activities and to U.S. Holders, as defined below, of our common stock.
The following discussion of United States federal income tax matters is based on
the Code, judicial decisions, administrative pronouncements, and existing and
proposed regulations issued by the United States Department of the Treasury, all
of which are subject to change, possibly with retroactive effect. In addition,
the discussion is based, in part, on the description of our business as
described in "Business" above and assumes that we conduct our business as
described in that section. Except as otherwise noted, this discussion assumes
that we will complete the acquisition of the Identified Vessels (or other
similar vessels) prior to June 30, 2005 as discussed in "Recent Developments"
above. Except as otherwise noted, this discussion is based on the assumption
that we will not maintain an office or other fixed place of business within the
United States. We have not maintained, and do not intend to maintain, an office
or other fixed place of business in the United States. Reference in the
following discussion to "we" and "us" are to Excel Maritime Carriers, Ltd. and
its subsidiaries on a consolidated basis.

United States Federal Income Taxation Of Our Company
----------------------------------------------------

Taxation Of Operating Income: In General
----------------------------- ----------

Unless exempt from United States federal income taxation under Code
section 883, a foreign corporation is subject to United States federal income
taxation in respect of any income that is derived from the use of vessels, from
the hiring or leasing of vessels for use on a time, voyage or bareboat charter
basis, or from the performance of services directly related to those uses, which
we refer to as "shipping income", to the extent that the shipping income is
derived from sources within the United States. For these purposes, 50% of
shipping income that is attributable to transportation that begins or ends, but
that does not both begin and end, in the United States constitutes income from
sources within the United States, which we refer to as "U.S.-source shipping
income."

Shipping income attributable to transportation that both begins and
ends in the United States is considered to be 100% from sources within the
United States. We do not expect to engage in transportation that produces income
which is considered to be 100% from sources within the United States.

Section 883
-----------

Under section 883 of the Code, a foreign corporation may be exempt
from United States federal income taxation on its U.S.-source shipping income.

Under section 883 of the Code, we will be exempt from United States
federal income taxation on our U.S.-source shipping income, if both

(1) we are organized in a foreign country (our "country of
organization") that grants an "equivalent exemption" to
corporations organized in the United States, and

(2) either

(A) more than 50% of the value of our stock is owned, directly
or indirectly, by individuals who are "residents" of our
country of organization or of another foreign country that
grants an "equivalent exemption" to corporations organized
in the United States, which we refer to as the "50%
Ownership Test" or

(B) our stock is "primarily and regularly traded on an
established securities market" in our country of
organization, in another country that grants an "equivalent
exemption" to United States corporations, or in the United
States, which we refer to as the "Publicly-Traded Test."

Liberia, the jurisdiction where we and our ship-owning subsidiaries
are incorporated, has been formally recognized by the Internal Revenue Service,
or the IRS, as a foreign country that grants an "equivalent exemption" to United
States corporations based on a Diplomatic Exchange of Notes entered into with
the United States in 1988. It is not clear whether the IRS will still recognize
Liberia as an "equivalent exemption" jurisdiction as a result of the New Act,
which on its face does not grant the requisite equivalent exemption to United
States corporations. If the IRS does not so recognize Liberia as an "equivalent
exemption" jurisdiction, we and our subsidiaries will not qualify for exemption
under Code section 883 and would not have so qualified for 2002 and subsequent
years. Assuming, however, that the New Act does not nullify the effectiveness of
the Diplomatic Exchange of Notes, the IRS will continue to recognize Liberia as
an equivalent exemption jurisdiction and we will be exempt from United States
federal income taxation with respect to our U.S.-source shipping income if
either the 50% Ownership Test or the Publicly-Traded Test is met. Because our
Class A Shares are publicly traded, it may be difficult to establish that the
50% Ownership Test will be satisfied.

Treasury regulations under Code section 883 were promulgated by the
IRS, in final form in August 2003. These regulations apply to taxable years
beginning after September 24, 2004. As a result, such regulations will be
effective for calendar year taxpayers, like us, beginning with the calendar year
2005.

These regulations provide, in pertinent part, that stock of a foreign
corporation will be considered to be "primarily traded" on an established
securities market if the number of shares that are traded during any taxable
year on that market exceeds the number of shares traded during that year on any
other established securities market. Upon completion of our offering, we
anticipate that our Class A shares, but not our Class B shares, will be
"primarily" traded on the American Stock Exchange.

Under the regulations, our stock will be considered to be "regularly
traded" on an established securities market if (i) one or more classes of our
stock representing 50 percent or more of our outstanding shares, by voting power
and value, is listed on the market and is traded on the market, other than in
minimal quantities, on at least 60 days during the taxable year; and (ii) the
aggregate number of shares of our stock traded during the taxable year is at
least 10% of the average number of shares of the stock outstanding during the
taxable year. Our shares will not be "regularly traded" within the meaning of
the regulations test because of the voting power held by our Class B shares. As
a result, we will not satisfy the Publicly-Traded Test under the regulations.

Under the regulations, if we do not satisfy the Publicly-Traded Test
and therefore are subject to the 50% Ownership Test, we would have to satisfy
certain substantiation requirements regarding the identity of our shareholders
in order to qualify for the Code section 883 exemption. We do not believe that
we can satisfy these requirements.

Since the final regulations only came into force and effect beginning
with the calendar year 2005, however, we intend to take the position for 2004
and prior years that we satisfied the publicly traded requirements of the
statute on the basis that more than 50% of the value of our stock, as
represented by our Class A shares, are primarily and regularly traded on the
American Stock Exchange and, therefore, we and our subsidiaries were entitled to
exemption from U.S. federal income tax under section 883 in respect of our
U.S.-source shipping income.

Beginning with calendar year 2005, when the final regulations will be
in effect, we will not satisfy the Publicly-Traded Test and we do not believe we
will be able to satisfy the 50% Ownership Test. Therefore, we believe that we
will not be able to qualify for the section 883 exemption.

Section 887
-----------

Since we will not qualify for exemption under section 883 of the Code
for taxable years beginning on or after January 1, 2005, our U.S. source
shipping income, to the extent not considered to be "effectively connected" with
the conduct of a U.S. trade or business, as discussed below, will be subject to
a 4% tax imposed by section 887 of the Code on a gross basis, without the
benefit of deductions. Since under the sourcing rules described above, no more
than 50% of our shipping income will be treated as being derived from U.S.
sources, the maximum effective rate of U.S. federal income tax on our shipping
income will never exceed 2% under the 4% gross basis tax regime.

Effectively Connected Income
----------------------------

To the extent our U.S. source shipping income is considered to be
"effectively connected" with the conduct of a U.S. trade or business, as
described below, any such "effectively connected" U.S. source shipping income,
net of applicable deductions, would be subject to the U.S. federal corporate
income tax currently imposed at rates of up to 35%. In addition, we may be
subject to the 30% "branch profits" tax on earnings effectively connected with
the conduct of such trade or business, as determined after allowance for certain
adjustments, and on certain interest paid or deemed paid attributable to the
conduct of its U.S. trade or business.

Our U.S. source shipping income would be considered "effectively
connected" with the conduct of a U.S. trade or business only if:

o We have, or are considered to have, a fixed place of
business in the United States involved in the earning of
shipping income; and

o Substantially all of our U.S. source shipping income is
attributable to regularly scheduled transportation, such as
the operation of a vessel that follows a published schedule
with repeated sailings at regular intervals between the same
points for voyages that begin or end in the United States.

We do not intend to have, or permit circumstances that would result in
having any vessel operating to the United States on a regularly scheduled basis.
Based on the foregoing and on the expected mode of our shipping operations and
other activities, we believe that none of our U.S. source shipping income will
be "effectively connected" with the conduct of a U.S. trade or business.

United States Taxation of Gain on Sale of Vessels
-------------------------------------------------

We will not be subject to United States federal income taxation with
respect to gain realized on a sale of a vessel, provided the sale is considered
to occur outside of the United States under United States federal income tax
principles. In general, a sale of a vessel will be considered to occur outside
of the United States for this purpose if title to the vessel, and risk of loss
with respect to the vessel, pass to the buyer outside of the United States. It
is expected that any sale of a vessel by us will be considered to occur outside
of the United States.

United States Federal Income Taxation of U.S. Holders
-----------------------------------------------------

As used herein, the term "U.S. Holder" means a beneficial owner of
common stock that:

o is a United States citizen or resident, United States
corporation or other United States entity taxable as a
corporation, an estate the income of which is subject to
United States federal income taxation regardless of its
source, or a trust if a court within the United States is
able to exercise primary jurisdiction over the
administration of the trust and one or more United States
persons have the authority to control all substantial
decisions of the trust;

o owns the common stock as a capital asset, generally, for
investment purposes; and

o owns common stock representing less than 10% of our
outstanding voting power for United States federal income
tax purposes.

If a partnership holds our common stock, the tax treatment of a
partner will generally depend upon the status of the partner and upon the
activities of the partnership. If you are a partner in a partnership holding our
common stock, you should consult your tax advisor.

Distributions
-------------

Any distributions made by us with respect to our common stock to a
U.S. Holder will generally constitute dividends, which may be taxable as
ordinary income or "qualified dividend income" as described in more detail
below, to the extent of our current or accumulated earnings and profits, as
determined under United States federal income tax principles. Distributions in
excess of our earnings and profits will be treated first as a nontaxable return
of capital to the extent of the U.S. Holder's tax basis in his common stock on a
dollar-for-dollar basis and thereafter as capital gain. Because we are not a
United States corporation, U.S. Holders that are corporations will not be
entitled to claim a dividends-received deduction with respect to any
distributions they receive from us. Dividends paid with respect to our common
stock will generally be treated as "passive income" ("passive category income"
for taxable years beginning after December 31, 2006) or, in the case of certain
types of U.S. Holders, "financial services income" (which will be treated as
"general category income" for taxable years beginning after December 31, 2006),
for purposes of computing allowable foreign tax credits for United States
foreign tax credit purposes.

Dividends paid on our common stock to a non-corporate U.S. Holder (a
"U.S. Non-Corporate Holder") should be treated as "qualified dividend income"
that is taxable to such U.S. Non-Corporate Holders at preferential tax rates
(through 2008) provided that (1) the common stock is readily tradable on an
established securities market in the United States (such as the American Stock
Exchange); (2) we are not a passive foreign investment company for the taxable
year during which the dividend is paid or the immediately preceding taxable
year; and (3) the U.S. Non-Corporate Holder has owned the common stock for more
than 60 days in the 121-day period beginning 60 days before the date on which
the common stock becomes ex-dividend. The Company believes that it has not been
and is currently not, and does not currently anticipate it will be, a passive
foreign investment company for United States federal income tax purposes.
Certain limitations may also apply to any "extraordinary dividends" paid by us.
Therefore, there is no assurance that any dividends paid on our common stock
will be eligible for these preferential rates in the hands of a U.S.
Non-Corporate Holder. Any dividends paid by the Company which are not eligible
for these preferential rates will be taxed as ordinary income to a U.S.
Non-Corporate Holder.

Sale, Exchange or other Disposition of Common Stock
---------------------------------------------------

A U.S. Holder generally will recognize taxable gain or loss upon a
sale, exchange or other disposition of our common stock in an amount equal to
the difference between the amount realized by the U.S. Holder from such sale,
exchange or other disposition and the U.S. Holder's adjusted tax basis in such
stock. Such gain or loss will be treated as long-term capital gain or loss if
the U.S. Holder's holding period is greater than one year at the time of the
sale, exchange or other disposition. Such capital gain or loss will generally be
treated as United States-source income or loss, as applicable, for United States
foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is
subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax
Consequences
------------------------------------------------------------------------

If we are unable to complete the acquisition of the Identified Vessels
(or other similar vessels) prior to June 30, 2005 as discussed in "Recent
Developments" above, it is possible that we could be treated as a passive
foreign investment company, or PFIC, for United States federal income tax
purposes. If we were to be treated as a PFIC, special and adverse United States
federal income tax rules would apply to a U.S. Holder of our shares. Among other
things, the distributions a U.S. Holder received with respect to our shares and
the gain, if any, a U.S. Holder derived from his sale or other disposition of
our shares would be taxable as ordinary income (rather than as qualified
dividend income or capital gain, as the case may be) and would be subject to an
additional interest charge. However, a U.S. Holder may be able to make certain
tax elections which ameliorate these consequences.

United States Federal Income Taxation of "Non-U.S. Holders"
-----------------------------------------------------------

A beneficial owner of common stock that is not a U.S. Holder is
referred to herein as a "Non-U.S. Holder."

Dividends on Common Stock
-------------------------

Non-U.S. Holders generally will not be subject to United States
federal income tax or withholding tax on dividends received from us with respect
to our common stock, unless that income is effectively connected with the
Non-U.S. Holder's conduct of a trade or business in the United States. If the
Non-U.S. Holder is entitled to the benefits of a United States income tax treaty
with respect to those dividends, that income is taxable only if it is
attributable to a permanent establishment maintained by the Non-U.S. Holder in
the United States.

Sale, Exchange or Other Disposition of Common Stock
---------------------------------------------------

Non-U.S. Holders generally will not be subject to United States
federal income tax or withholding tax on any gain realized upon the sale,
exchange or other disposition of our common stock, unless:

o the gain is effectively connected with the Non-U.S. Holder's
conduct of a trade or business in the United States. If the
Non-U.S. Holder is entitled to the benefits of an income tax
treaty with respect to that gain, that gain is taxable only
if it is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the United States; or

o the non-U.S. Holder is an individual who is present in the
United States for 183 days or more during the taxable year
of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a United States trade or business
for United States federal income tax purposes, the income from the common stock,
including dividends and the gain from the sale, exchange or other disposition of
the stock that is effectively connected with the conduct of that trade or
business will generally be subject to regular United States federal income tax
in the same manner as discussed in the previous section relating to the taxation
of U.S. Holders. In addition, if the Non-U.S. Holder are a corporate Non-U.S.
Holder, its earnings and profits that are attributable to the effectively
connected income, which are subject to certain adjustments, may be subject to an
additional branch profits tax at a rate of 30%, or at a lower rate as may be
specified by an applicable income tax treaty.

Backup Withholding and Information Reporting
--------------------------------------------

In general, dividend payments, or other taxable distributions, made
within the United States to a U.S. non-corporate Holder will be subject to
information reporting requirements and backup withholding tax if such holder:

o fails to provide an accurate taxpayer identification number;

o is notified by the IRS that it has failed to report all
interest or dividends required to be shown on its federal
income tax returns; or

o in certain circumstances, fails to comply with applicable
certification requirements.

Non-U.S. Holders may be required to establish their exemption from
information reporting and backup withholding by certifying their status on IRS
Form W-8BEN, W-8ECI or W-8IMY, as applicable.

If a non-U.S. Holder sells its common stock to or through a United
States office or broker, the payment of the proceeds is subject to both United
States backup withholding and information reporting unless the holder certifies
that it is a non-U.S. person, under penalties of perjury, or otherwise
establishes an exemption. If a non-U.S. Holder sells its common stock through a
non-United States office of a non-United States broker and the sales proceeds
are paid to such holder outside the United States then information reporting and
backup withholding generally will not apply to that payment. However, United
States information reporting requirements, but not backup withholding, will
apply to a payment of sales proceeds, even if that payment is made to a non-U.S.
Holder outside the United States, if the holder sells its common stock through a
non-United States office of a broker that is a United States person or has some
other contacts with the United States.

Backup withholding is not an additional tax. Rather, a holder
generally may obtain a refund of any amounts withheld under backup withholding
rules that exceed the holder's income tax liability by filing a refund claim
with the IRS.

PLAN OF DISTRIBUTION

Sales of shares of our Class A common stock under this prospectus
supplement, if any, may be made, on a best-efforts basis, in negotiated
transactions and/or any other method permitted by law, including sales deemed to
be an "at-the-market" offering as defined in Rule 415 under the Securities Act
of 1933, as amended, which includes sales made directly on the AMEX, the
existing trading market for our common stock, or sales made to or through a
market maker other than on an exchange. The aggregate gross proceeds from
at-the-market transactions under this prospectus supplement, which may only be
effected on the Company's behalf by Cantor, will not exceed $32,110,000. A
prospectus supplement setting forth the terms of any sales other than
at-the-market offerings will be provided to the extent required by applicable
law. Cantor or the sales agents, as the case may be, will make all sales using
commercially reasonable efforts consistent with their normal trading and sales
practices, on mutually agreed terms between Cantor, or the sales agents, and us.
On March 15, 2005, the last reported sales price of our Class A common stock on
the AMEX was $21.40 per share.

The compensation to the sales agents for sales of common stock sold
pursuant to the sales agreement will be 5.75% of the gross proceeds of the sales
price per share of common stock sold with respect to sales made in negotiated
transactions. The compensation to Cantor for sales of common stock sold pursuant
to the sales agreement will be 3% of the gross proceeds of the sales price per
share of common stock sold with respect to sales made in at-the-market
transactions.

Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415.

EXPENSES

The following are the estimated expenses of the issuance and
distribution of the Class A common stock to which this prospectus supplement
relates, all of which will be paid by us.

Commission registration fee $ 0
Blue sky fees and expenses $ 10,000
Printing and engraving expenses $ 10,000
Legal fees and expenses $ 200,000
AMEX Supplemental Listing Fee $ 45,000
Accounting fees and expenses $ 25,000
NASD registration fee $ 0
Miscellaneous $ 5,000
----------

Total $295,000
=========

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to incorporate by reference the information
we file with the Commission, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is considered to be part of this prospectus supplement. Information
we file later with the Commission will automatically update this prospectus
supplement. In all cases, you should rely on the later information over
different information contained in this prospectus supplement. We incorporate by
reference the documents listed below, all subsequent annual reports on Form 20-F
that we file with the Commission and any future filings made with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
if such filings state that they are incorporated by reference in the prospectus
or this prospectus supplement.

o Our annual report on Form 20-F filed with the Commission on May 28,
2004, our Current Report on Form 6-K filed with the Commission on
March 8, 2005 including our fiscal year-end 2004 audited financials,
our Current Report on Form 6-K filed with the Commission on March 8,
2005 including a Form of Sales Agreement, our Current Report on Form
6-K filed with the Commission on March 8, 2005 including our credit
facility dated December 23, 2004, our Current Report on Form 6-K filed
with the Commission on March 8, 2005 including our credit facility
dated February 16, 2005, and our Current Report on Form 6-K filed with
the Commission on March 15, 2005 including the Management Agreement
Termination Agreement dated March 2, 2005 and an addendum thereto.

You may request a copy of these filings, at no cost, by writing to or
telephoning us at:

Excel Maritime Carriers Ltd.
67 Akti Miaouli Street
18537 Piraeus
Greece

02545.0001 #548334a