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            Seward & Kissel llp

            ONE BATTERY PARK PLAZA

            NEW YORK, NEW YORK  10004

            TELEPHONE:  (212)  574-1200

            FACSIMILE:  (212) 480-8421

            WWW.SEWKIS.COM

            901 K STREET, NW

            WASHINGTON, D.C. 20001

            TELEPHONE:  (202) 737-8833

            FACSIMILE:  (202) 737-5184

            January 17, 2020

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, D.C. 20549

    Attn: Joseph Klinko, Staff Attorney

              Re:

                Golden Ocean Group Ltd.

                  Form 20-F for the Fiscal Year ended December 31, 2018

                  Filed March 22, 2019

                  File No. 000-29106

    Dear Mr. Klinko:

    This letter sets forth the response of Golden Ocean Group Ltd. (the “Company”) to the comment letter dated December 19, 2019 (the “Comment Letter”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s annual
      report on Form 20-F for the fiscal year ended December 31, 2018 (the “Form 20-F”) that was filed via EDGAR on March 22, 2019. The Company has today filed via EDGAR this letter, which responds to the Staff’s comments contained in the Comment Letter.

    Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the Form
      20-F. The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter.

    Form 20-F for the Fiscal Year ended December 31, 2018

    Financial Statements

      Note 2 - Summary of Significant Accounting Policies, page F-11

      Revenue Recognition, page F-12

              1.

                We note your accounting policy for revenue sharing/pool agreements on page F-13, indicating that revenues and expenses of the pools are presented gross
                  when you are the principal, while allocations that you receive when you are not the principal are presented as other operating income, net. We understand from your disclosures on pages 36 and 39 that you had 25 of your 77 vessels
                  operating under such agreements at year-end.

    U.S. Securities and Exchange Commission

    January 17, 2020

    Page 2

    Tell us the amounts of your revenues and expenses for each period that relate to
      revenue sharing/pool agreements in which you were the manager/principal, and the amounts of such revenues and expenses that you retained based on your share of the pools. Tell us how you report your allocations of amounts attributable/distributed to
      other participants in these pools, along with your rationale.

    Please expand your policy disclosure to describe the scope of your
      responsibilities as the manager/principal in these arrangements, also to clarify your reference to “under the charter parties” along with your gross and net reporting policy considerations.

    Please clarify whether amounts shown on the line item “other operating income,
      net” are limited to the allocations you receive as a participant/agent, or also include your allocations as a manager/principal to other participants. Provide us with details of the amounts reported on this line for each period.

    In order for us to better understand your accounting policy considerations, please
      submit copies of the two revenue sharing/pool agreements that were the most significant during 2018, in your role as a manager/principal, and separately, as a participant/agent.

    During the year ended December 31, 2018, several vessels in the Company’s fleet traded as part of
      either a pool agreement or a revenue sharing agreement. As disclosed on pages 36, 38 and 39 of the Form 20-F, the Company had 25 of its 77 vessels operating under such agreements as of December 31, 2018. Most notable is the Company’s pool arrangement
      with Capesize Chartering Ltd, or CCL, as 22 of the Company’s Capesize vessels traded as part of this pool arrangement as of December 31, 2018 (the “CCL Pool”). Both as of December 31, 2017 and 2016, the Company had 18 Capesize vessels, respectively,
      operating under the CCL Pool. In addition to the 22 Capesize vessels that traded as part of the CCL Pool as of December 31, 2018, the Company’s three Ultramax vessels (slightly larger sized vessel than the average Supramax) were included in C
      Transport Holding Ltd's, or CTM, revenue sharing agreement for Supramax vessels (the “CTM Supramax RSA”). As of December 31, 2017 and 2016, the Company had three and nil Ultramax vessels, respectively, operating under the CTM Supramax RSA. In
      addition, as of December 31, 2017, the Company had one Newcastlemax vessel that operated as part of a pool arrangement for Newcastlemax vessels. This arrangement was discontinued in 2018 and was not as significant as the CCL Pool or the CTM Supramax
      RSA. Copies of both the CCL Pool, where the Company is considered the principal, and the CTM Supramax RSA, where the arrangement is considered a lease (net presentation), have been provided to the Staff on supplemental basis. The Company respectfully
      requests that the Staff either return to us or destroy copies of both the CCL Pool and the CTM Supramax RSA upon completion of its review.

    U.S. Securities and Exchange Commission

    January 17, 2020

    Page 3

    As referred to on page F-13 of the Form 20-F, the Company includes the following disclosures related
      to its revenue sharing/pool agreements, “For our vessels operating under revenue sharing agreements, or in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent income (“TCE”) basis in
      accordance with an agreed-upon formula. Revenues generated through revenue sharing agreements are presented gross when we are considered the principal under the charter parties with the net income allocated under the revenue sharing agreement
      presented as other operating income, net. For revenue sharing agreements that meet the definition of a lease, we account for such contracts as variable rate operating leases and recognize revenue for the applicable period based on the actual net
      revenue distributed by the pool.”

    Total revenues for 2018, 2017 and 2016 relating to the Company’s owned vessels that were under pool
      arrangements where the Company was considered the principal were $236.5 million, $195.4 million and $80.6 million, respectively. Total voyage expenses for the Company’s owned vessels for 2018, 2017 and 2016 relating to these pool arrangements were
      $87.1 million, $79.3 million and $44.0 million, respectively. In addition to these amounts, the Company retained a net Pro/Contra Amount (as defined below) based on a net settlement of the Company’s relative share of the pool results.

    The net Pro/Contra Amount relating to the pool arrangements where the Company was considered the
      principal were net $3.0 million, $3.9 million and $0.9 million, respectively, for 2018, 2017 and 2016. These amounts are presented under the line item “other operating income (expenses), net” in the Form 20-F. The amounts shown on the line item
      “other operating income (expenses), net” in the Form 20-F only include the Pro/Contra Amount from arrangements where the Company is considered the principal.

    Total lease revenues for 2018, 2017 and 2016 relating to the Company’s owned vessels that were under
      the CTM Supramax RSA and which have been accounted for as operating leases were $13.2 million, $24.1 million and nil, respectively.

    CCL Pool

    As disclosed on pages 24 and F-40 to the 2018 Form 20-F, in February 2015, CCL, a joint venture company, was incorporated.
      In January 2016, the joint venture partners, which consisted of the Company, Bocimar International NV, C Transport Holding Ltd and Star Bulk Carriers Corp, entered into a pool agreement. The purpose of the joint venture is to combine and coordinate
      the chartering services of all the parties for their participating Capesize dry bulk vessels that are intended to trade on the spot market and, ultimately, achieve improved scheduling ability with the overall aim of enhancing economic efficiencies.
      Each participating vessel owner continues to be responsible for the operating, accounting and technical management of its respective vessels. The participants of the CCL Pool are active participants in the pool arrangement as they carry out and
      direct the activities of the pool. All participants are involved through, among other things, contributing vessels into the commercial pool, commercially managing the vessels (through involvement in the commercial manager), operating their own
      vessels and fulfilling the voyages (i.e., fulfilling the contract). The Company holds a 25% ownership in CCL and the investment is accounted for using the equity method of accounting as the Company has significant influence over the investee.
      However, the Company’s share of profit of CCL is insignificant because CCL distributes its total results to the participants under the CCL Pool.

    U.S. Securities and Exchange Commission

    January 17, 2020

    Page 4

    For the Company’s owned vessels that are a part of the CCL Pool, the Company presents revenues
      related to the contracts with customers for these vessels on a gross basis in the consolidated statements of operations. The Company only records revenues for its own vessels that are under the CCL Pool. The participating vessels are contracted to
      end customers directly by the Company. As a result, if one of the Company’s owned vessels is contracted on a voyage charter or a time charter, revenues for such charter parties are presented as either voyage charter revenues or time charter revenues,
      respectively. Any voyage costs under a voyage charter are expensed under voyage expenses. Depending on the charter party with the customer, the Company applies either ASC 606 Revenue from Contracts with Customers (“ASC 606”) as it did in 2018, ASC
      605 Revenue Recognition (“ASC 605”) as it did in 2017 and 2016, or ASC 840 Leases for the accounting treatment on recognizing revenues and related expenses.

    Under the CCL Pool, the Company reports to CCL, the pool manager, the revenues and expenses for the
      Company’s owned vessels that are a part of the CCL Pool. The other participants in the CCL Pool perform the same reporting process to CCL as well. Subsequently, based on all the participants’ reported results, CCL calculates the total pool revenues,
      pool expenses and pool results in accordance with Clause 13 of the CCL Pool. Each vessel in the CCL Pool is allocated a specific number of “pool points”, reflecting the relative earnings capacity of the vessel. The number of pool points per vessel,
      or pool key, is fixed, but regularly updated by CCL in accordance with the CCL Pool. Based on the pool key and pool results, CCL calculates a pool result for each vessel. The difference between the pool result as calculated by CCL for the Company’s
      owned vessels and the actual result as per the charter party with the third party customer presented on a gross basis in the Company’s consolidated statements of operations is a pro/contra amount that is settled with CCL on a monthly basis (the
      “Pro/Contra Amount”). It is CCL that calculates and reports the amounts attributable and distributable, the Pro/Contra Amount, to the other participants of the CCL Pool, not the Company.

    The accounting presentation of the Pro/Contra Amount under the CCL Pool is included under line item
      “other operating income (expenses), net” in the consolidated statements of operations in the Form 20-F. The Pro/Contra Amount represents an adjustment amount (payments due to other participants or payments due from other participants settled through
      CCL) and is not directly attributable to transactions with end-customers, but rather represents a settlement mechanism between the participants to the CCL Pool. The settlement is considered not to meet the definition of revenue under paragraphs 78
      and 79 of Statements of Financial Accounting Concepts 6, and is therefore considered to be in the scope of ASC 610 "Other income". As a result, the Company determined that the Pro/Contra Amount transaction with CCL did not meet the definition of
      revenues under ASC 606 in 2018 and ASC 605 in 2017 and 2016.

    U.S. Securities and Exchange Commission

    January 17, 2020

    Page 5

    Under the CCL Pool, the Company considers itself the principal or primary obligor under ASC 605, in the contracts with the
      third-party customers, or charterparties for the Company’s owned vessels. Indicators that the Company is the principal in the transaction with the end customer with CCL as the commercial agent facilitating the transaction include: (1) the Company is
      primarily responsible for fulfilling the promise to provide the specified service to the customers and (2) the participating vessels are contracted to end customers directly from the respective vessel owner as stated in Clause 2(c) of the CCL Pool.
      CCL as pool manager facilitates the contract between the vessel owner and the end user. However, it is the respective vessel owner who is responsible for fulfilling the contract (providing the service and operating the vessel). Clause 7 of the CCL
      Pool specifies the additional responsibilities of each participant, including, but not limited to, the procurement, financing, insurance, manning and technical management of its respective pool vessels. Further, each participant under the CCL Pool
      performs all operational activities of the vessel once a voyage has been fixed. This includes issuing instructions to the master/crew, scheduling, arrangement of agencies, tugs, lighterage, bunkers and all other matters in support of the commercial
      operation of the pool vessels as stated under CCL Pool Clause 8(a)(v). Additionally, the participants perform all activities specified under CCL Pool Clauses 8(a), (vi) and (vii), which includes all invoicing, payments and collections for its own
      pool vessels. By performing all operational aspects related to the performance of the vessel under the contract, the Company considers itself as the principal in the transaction towards the customers, as it has control of the specified goods or
      services before they are transferred to the customer.

    The Company is obligated to compensate the individual vendors for services performed and incurs the costs of fulfilling
      the voyage regardless of whether the customer accepts the ultimate transportation services (refer to Clauses 2(e) and (f) of the CCL Pool for details). However, this risk is mitigated by settlement of voyage results among the participants. As such,
      the Company has mitigated general inventory risk.

    The Company has influence or discretion in establishing the price for the specified service under the charter parties.
      Under Clause 9 of the CCL Pool, the Pool Manager has authority to enter into, draw up and handle the performance of contracts for periods not exceeding six months. The Pool Manager may also charter out vessels for 9-10 months subject to Pool
      Committee (as defined in the CCL Pool) and pool partner approvals. Although the Pool Manager has authority to draw up and enter into contracts on behalf of the Company, the Company has influence in establishing prices with respect to the third-party
      customer. Under the CCL Pool, the Company has specific commercial management personnel, as do the other participants, designated to CCL to perform chartering services for the vessels oper