Item 12.       Disclosure of Results of Operations and Financial Condition.

On April 28, 2004, Maritrans Inc. issued a press release announcing its first quarter 2004 financial results. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1. This report (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Use of Non-GAAP Financial Information

The press release contains a presentation of TCE revenue, which is a non-GAAP financial measure. A presentation of revenue, which is the most comparable GAAP measure to TCE revenue, is contained in the press release, as well as a reconciliation of TCE revenue to revenue. The Company’s management believes that the presentation of TCE revenue provides useful information regarding the Company’s financial condition and results of operation because TCE revenue essentially nets the voyage costs and voyage revenue to yield a measure that is comparable between periods regardless of the types of charters utilized.

-2-