~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

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

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

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOreport ~~SECTION 13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFJuly 10, ~~1934~~2006

~~Date of~~Maritrans ~~report (Date of earliest event reported):~~Inc. ~~May 1, 2006~~

~~Maritrans~~(Exact ~~Inc.~~ Name of Registrant Specified in Charter)

(Exact Name of Registrant Specified in Charter)


Delaware	1-9063	51-0343903

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Delaware	1-9063	51-0343903
Two Harbour Place 302 Knights Run Avenue Tampa, Florida	33602
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

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

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

Not Applicable

~~Registrant’s~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code:~~Since ~~(813~~Last Report) ~~209-0600~~

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~Name~~CFR or230.425) ~~Former~~o ~~Address,~~Soliciting ifmaterial ~~Changed~~pursuant ~~Since~~to ~~Last~~Rule ~~Report~~14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Check~~Item ~~the~~2.02 ~~appropriate~~Results ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Operations ~~registrant~~and ~~under~~Financial ~~any of the following provisions (see General Instruction A~~Condition.~~2. below):~~

oOn ~~Written~~July 10, ~~communications~~2006, ~~pursuant~~Maritrans toInc. ~~Rule~~issued ~~425~~a ~~under~~press ~~the~~release ~~Securities~~reporting ~~Act~~its ~~(17~~preliminary ~~CFR~~operating ~~230~~data for the second quarter of 2006.~~425)~~ oThe ~~Soliciting~~press ~~material~~release ~~pursuant~~is tobeing ~~Rule~~furnished ~~14a~~with this Current Report on Form 8-12K ~~under~~as ~~the~~Exhibit 99.1 ~~Exchange~~and ~~Act~~is ~~(17~~hereby ~~CFR~~incorporated ~~240~~herein by reference.~~14a-12~~ This report (including the exhibit) oshall ~~Pre-commencement~~not ~~communications~~be ~~pursuant~~deemed to ~~Rule~~be ~~14d-2(b)~~“filed” ~~under~~for the purposes of Section 18 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240.14d-2(b))~~as oamended, ~~Pre-commencement~~nor ~~communications~~shall it be incorporated by reference in any filing made by the Registrant pursuant to ~~Rule~~the ~~13e-4(c)~~Securities ~~under~~Act of 1933, as amended, other than to the ~~Exchange~~extent ~~Act~~that such ~~(17~~filing ~~CFR~~incorporates ~~240~~by reference any or all of such information by express reference thereto.~~13e-4(c))~~

~~TABLE OF CONTENTS~~-2-

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


Item 9.01		Financial Statements and Exhibits.

		(c) Exhibits.

~~Table~~99.1 ofPress ~~Contents~~Release, dated July 10, 2006, issued by Maritrans Inc.

~~Item 1.01 Entry Into a Material Definitive Agreement.~~-3-

~~On April 28, 2006, the Board of Directors of Maritrans Inc., upon the recommendation of its~~SIGNATURE Compensation Committee, approved the compensation package for Jonathan P. Whitworth, its Chief Executive Officer for the 2006 fiscal year. Mr. Whitworth’s compensation package includes an increase in base salary from $325,000 to $375,000 per year.

~~The~~Pursuant ~~Compensation Committee established the maximum grant amount and performance criteria for Mr. Whitworth’s incentive compensation for the 2006 fiscal year~~ to ~~be paid in~~ the ~~form~~requirements of ~~restricted~~ ~~stock grants. The performance criteria established are return on assets (net income divided by total assets) and total shareholder return (~~the ~~total~~Securities ~~return~~Exchange ofAct ~~a share~~ of ~~stock~~1934, ~~to an investor which includes capital gains and dividends) for~~ the ~~period~~registrant ~~ending~~has ~~September 30, 2006. Mr.~~duly ~~Whitworth~~caused ~~will~~this bereport ~~eligible~~ to ~~receive~~be ~~restricted~~signed ~~stock awards ranging from 0 to 20,000 shares based~~ on ~~the~~its ~~percentage~~behalf ofby ~~performance criteria achieved. The maximum incentive compensation Mr. Whitworth may receive with respect to~~ the ~~2006~~undersigned ~~fiscal~~hereunto ~~year~~duly ~~in the form of restricted stock is 20,000 shares~~authorized.

~~The~~MARITRANS ~~Compensation Committee also established maximum award amounts and performance criteria for Mr~~INC. ~~Whitworth’s~~ ~~cash~~By: ~~incentive compensation for the 2006 fiscal year to be paid under the Company’~~/s ~~Annual~~/ ~~Incentive~~Walter ~~Plan~~T. ~~The~~Bromfield ~~performance~~Walter ~~criteria established by the Compensation Committee for the 2006 fiscal year is 20% based on performance specific to Mr~~T. ~~Whitworth~~ ~~and~~Bromfield ~~80%~~Chief ~~based~~Financial on corporate measures. All goals, whether individual or corporate, fall under one of the following four categories: Finance, Customer, Process and People. Mr. Whitworth will be eligible to receive cash awards ranging from 0 to 120 % of his base salary based on his percentage of performance criteria achieved. The maximum compensation that Mr. Whitworth may receive with respect to the 2006 fiscal year in the form of cash incentive compensation under the Annual Incentive Plan is $450,000. Officer

~~Also~~Dated: ~~on April~~July 2811, 2006~~, the Compensation Committee approved a grant of 1,077 shares to Matthew~~ J. Yacavone for performance during the 2005 fiscal year. The grant was based on Mr. Yacavone’s performance during the 2005 fiscal year in accordance with performance criteria established and approved by the Compensation Committee in February 2005, which were not set forth in a written agreement.

~~Item 2.02 Results of Operations and Financial Condition.~~-4-

~~On May 1, 2006, Maritrans Inc. issued a press release reporting its first quarter 2006 financial results. The press release is being furnished with this Current Report on Form 8-K as~~ Exhibit ~~99.1 and is hereby incorporated herein by reference. This report (including the exhibit)~~Index 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~~Exhibit

To99.1 ~~supplement~~Press ~~its~~Release, ~~financial~~dated ~~statements~~July ~~prepared in accordance with GAAP~~10, ~~the Company’s management uses the financial measure of Time Charter Equivalent (“TCE”)~~2006, aissued ~~commonly~~by ~~used industry measure where direct costs are deducted from revenue.~~ Maritrans ~~enters into various types of charters,~~ Inc.

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

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

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

Item 9.01 Financial Statements and Exhibits.

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

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SIGNATURE

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

MARITRANS INC. By: /s/ Walter T. Bromfield Walter T. Bromfield Chief Financial Officer

Dated: May 1, 2006

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Exhibit Index

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

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