SecProbe.io

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Mail Stop 7010
					August 4, 2005

via U.S. mail and Facsimile

Michael J. Hoffman
President and Chief Executive Officer
Constar International Inc.
One Crown Way
Philadelphia, PA 19154-4599

	Re:	Constar International Inc.
Form S-4/A filed July 26, 2005
File No. 333-124731

Form 10-K for Fiscal Year Ended December 31, 2004
Form 10-Q for Fiscal Quarter Ended March 31, 2005
File No. 000-16496

Dear Mr. Hoffman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4/A filed July 26, 2005

Exhibit 5.1

1. We note the statement "we have relied upon the opinion of this
firm" in rendering the opinion; however, no firm is specified.
Please revise to state that you have relied upon the opinion of
Dechert LLP in London, England.
Exhibit 5.2

2. We note your response to prior comment six.  We believe that
qualifications 1 and 2 should be deleted.  We would not object if
you
assumed that your review of the Companies House records and the
enquiry at the Central Registry of Winding up Petitions were
accurate
and had not changed since your review and enquiry.  You may also
state that you have relied upon the company`s representation that
it
has not instituted winding up proceedings or been notified of such
proceedings, as well as any other administrative proceedings.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting comments to Jeff Gordon, Staff
Accountant, at (202) 551-3866 or, in his absence, to Rufus Decker,
Branch Chief, at (202) 551-3769.  Direct questions on disclosure
issues to Tamara Brightwell, Staff Attorney, at (202) 551-3751 or,
in
her absence, to Chris Edwards, Special Counsel, at (202) 551-3742,
or
the undersigned at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	William G. Lawlor, Esq.
	Dechert LLP
	4000 Bell Atlantic Tower
	1717 Arch Street
	Philadelphia, PA 19103

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Michael J. Hoffman
Constar International Inc.
August 4, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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