SecProbe.io

June 30, 2011
 Mr. Eirik Eide Chief Financial Officer Ship Finance International Limited Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re: Ship Finance International Limited
 Form 20-F for the Year Ended December 31, 2010
Filed March 25, 2011 File No. 001-32199

Dear Mr. Eide:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Year Ended December 31, 2010

 Risk Factors, page 2

 1. Please confirm that in future filings you will revise to remove the words “some of” as this
section should address all material risks.
 Our vessels may call on ports located in countries that are subject to rest rictions imposed by the
U.S. or other governments, which could adversely affect our business, page 7
 2. You state that your vessels may call on ports located in countries identified by the U.S.
government as state sponsors of terrorism.  Pleas e revise your risk factor disclosure to name
the countries identified by the U.S. government as state sponsors of terrorism to which you
refer.

Mr. Eirik Eide Ship Finance International Limited June 30, 2011 Page 2

In this regard, we note that Cuba, Iran, S udan, and Syria are identified by the U.S.
Department of State as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls.  Your annual report does not include disclosure regarding
contacts with those countries.  Describe to us the nature and extent of  any past, current, and
anticipated contacts with  Cuba, Iran, Sudan, and Syria, whet her through subsidiaries, or other
direct or indirect arrangements,  for the last three fiscal y ears and the subsequent interim
period.  Further, you should describe to us any goods, fees, or services  you have provided or
anticipate providing, directly or indirectly, to the referenced countries, and any agreements,
commercial arrangements, or ot her contacts you have had, or in tend to have, directly or
indirectly, with the governments or entit ies controlled by the governments of those
countries.  Finally, you should tell us whether any ships that you own, operate, or charter
have provided, or are anticipat ed to provide, any U.S.-ori gin goods to the referenced
countries, or involve employees who are U.S. na tionals in operations a ssociated with those
countries.
 3. Please discuss for us the materiality of any c ontacts with Cuba, Iran, Sudan, and Syria you
describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate  dollar amounts of any associated revenues,
assets, and liabilities associated with each of the referenced count ries for the last three fiscal
years and the subsequent interim period.  Als o, address materiality in terms of qualitative
factors that a reasonab le investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a co mpany’s reputation and share
value.  As you may know, various state and m unicipal governments, uni versities, and other
investors have proposed or adopted  divestment or similar initia tives regarding investment in
companies that do business with U.S.-desi gnated state sponsors of  terrorism.  Your
materiality analysis should a ddress the potential impact of th e investor sentiment evidenced
by such actions directed toward companies th at have contacts with Cuba, Iran, Sudan, or
Syria.
 Operating and Financial Revi ew and Prospects, page 44

 Borrowings, page 62

4. We note from your disclosure here that you have used several of your vessels to collateralize
borrowings, and that these borrowings contai n minimum value covenants.  Due to the
volatility in vessel market values , please consider revising this s ection to include the specific
minimum value covenants related to each cred it facility as well as the results of your
calculation as part of your disc ussion of liquidity.  Such di scussion would provide greater
insight into the likelihood of a covenant violation.  Such disclosure may include the exact
calculation and aggregate market value of vesse ls as compared to the outstanding balance
and/or a sensitivity analysis discussing the imp act that a 10% change in vessel market value
may have on your continued compliance with these covenants.

Mr. Eirik Eide Ship Finance International Limited June 30, 2011 Page 3

Financial Statements: Ship Finance International Limited

 Note 14. Investment in Associated Companies, page F-17

 5. Please provide us with your  calculations of significance required under Article 3-09 of
Regulation S-X for SFL West Polaris as of December 31, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Amy Gedde s at 202-551-3304 or me at 202-551-3211 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Sonia Bednarowski at 202-551-3666 if you have questions on legal matters.

 Sincerely,
   /s/ David R. Humphrey
David R. Humphrey
        A c c o u n t i n g  B r a n c h  C h i e f