1326200--2/27/2006--GENCO_SHIPPING_&_TRADING

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The international drybulk shipping industry is cyclical and volatile, which may lead to reductions and volatility in our charter rates, vessel values and results of operations. An economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations. We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income. Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. The shipping industry has inherent operational risks which may adversely affect our business. Terrorist attacks and international hostilities could adversely affect our results of operations and financial condition. Compliance with safety and other vessel requirements imposed by classification societies may be very costly and could reduce our net cash flows and net income. Labor interruptions could disrupt our business. The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. Maritime claimants could arrest our vessels, which could interrupt our cash flow. Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings. Rising fuel prices may adversely affect our profits. Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. Our earnings may be adversely affected if we do not successfully employ our vessels. If we cannot find profitable employment for additional vessels that we acquire, our earnings will be adversely affected. We depend upon a small number of charterers for a large part of our revenues. The loss of one or more of these charterers could adversely affect our financial performance. Our practice of purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings. We depend to a significant degree upon a third-party manager to provide the technical management of our fleet. Any failure of this technical managers to perform its obligations to us could adversely affect our business. We cannot assure you that we will pay dividends, which could reduce the return on your investment in us and the market value of our common stock. We may not be able to grow or effectively manage our growth, which could cause us to incur additional indebtedness and other liabilities and adversely affect our business. A decline in the market value of our vessels could lead to a default under our New Credit Facility and the loss of our vessels, which would adversely affect our business. Restrictive covenants in our New Credit Facility may impose financial and other restrictions on us which could negatively impact our growth and adversely affect our operations. If we are unable to fund our capital expenditures, we may not be able to continue to operate some of our vessels, which would have a material adverse effect on our business and our ability to pay dividends. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments. Our ability to obtain additional debt financing may depend on the performance of our then existing charters and the creditworthiness of our charterers. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected. We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations. We may not have adequate insurance to compensate us if we lose our vessels or to compensate others. We are subject to funding calls by our protection and indemnity clubs, and our clubs may not have enough resources to cover claims made against them. We may have to pay tax on U.S. source income, which would reduce our earnings. U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. holders. Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations. We are controlled by Fleet Acquisition LLC, which may limit your ability to influence our actions. We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests. Anti-takeover provisions of our amended and restated articles of incorporation and bylaws could have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common stock. Election and Removal of Directors. Advance Notice Requirements for Shareholder Proposals and Director Nominations. It may not be possible for our investors to enforce U.S. judgments against us. Future sales of our common stock could cause the market price of our common stock to decline.

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1326200--2/27/2006--GENCO_SHIPPING_&_TRADING_LTD