SecProbe.io

July 5, 2012

Mr. Harald Gurvin, 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, 2011
Filed April 27, 2012
File No. 001 -32199

Dear Mr. Gurvin :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with info rmation 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 20 -F for the year ended December 31, 2011

Item 5. Operating and Financial Review and Prospects, page 47

Vessel M arket Values, page 53

1. In the table on page 54, you separate your fleet into four categories.  However, on page
47, you present a summary of your fleet with seven vessel types and, on page 28, you
state that your asset base currently has eight asset types.  Please revise, as appropriate, to
consistently present information about yo ur fleet.

2. The table on page 54 totals $4,547 million but you only have $2,896 million of total
assets at December 31, 2011.  Please reconcile the aggregate carrying value of your fleet
shown in the table on page 54 to the corresponding amounts in your fin ancial statements.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 2

Liquidity and Capital Resources, page 65

3. We note that you list a number of loan agreements on page 65, and that you describe each
of these loan agreements in detail on pages 67 -71. In this regard, we believe your
disclosure could be e nhanced by first providing an overall summary of your borrowings.
In this overall summary, we suggest you present separately the aggregate amounts of (i)
loan facilities secured with mortgages on vessels and rigs, including newbuildings, (ii)
loan facilit ies secured with a portion of y our 8.5% Senior Notes which are  held as
treasury notes, (iii) loa n facilities secured by your  holdings of securities (other than you r
8.5% Senior Notes), and (iv) unsecured borrowings.  In addition to the amounts
outstanding,  please indicate the amounts undrawn and/or available for borrowing at the
most recent balance sheet date.

4. Based on the amounts shown on your 2011 balance sheet for net vessels and equipment,
newbuildings, and the current and long -term portion of investme nt in direct financing and
sales -type leases, which amounts total $2,241 million, it appears (since this same amount
is shown in Note 23 to your financial statements) that all of your vessels and rigs are
pledged under mortgages.  If all of your vessels an d rigs are pledged, please add specific
disclosure to this effect in MD&A.  Also, discuss how you were able to obtain additional
financing (on an unsecured basis) even though all of your vessels are encumbered.

Borrowings, page 67

5. At the top of page 71, y ou describe a $55 million secured securities financing
arrangement with a bank.  In addition, we note from your financial statements that you
acquired over $23 million of available for sale securities during 2011, and that you hold a
long-term investment i n shares which are not publicly traded.  Please expand your
disclosures in MD&A to discuss your investment policy and management’s intentions
with respect to the use of borrowings to invest in securities.

6. In your description of the $700 million loan facil ity entered into by SFL West Polaris
with a syndicate of banks, you state that such lenders have limited recourse to Ship
Finance as the holding company currently only guarantees $70 million of the debt.
However, on page F -18, in Note 15 to your financial  statements, you state that $80
million of this debt is guaranteed at December 31, 2011.  Please reconcile these
disclosures.

Minimum Value Covenants, page 71

7. You state that most of your loan facilities are secured with mortgages on vessels and rigs,
and that you had borrowings totaling $2.4 billion with minimum value covenants.
However, according to the table on page F -21, you only had $1.9 billion of total debt at
December 31, 2011.  Please reconcile these disclosures.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 3

Item 18. Financial Statements , page 102

8. We note that you include financial statements of SFL Deepwater pursuant to Rule 3 -09 of
Regulation S -X.  In light of the overall significance of SFL West Polaris to your business,
and the fact that you guarantee $80 million of its debt at Decemb er 31, 2011, please tell
us what consideration you gave to including the financial statements of SFL West Polaris
in your filing.  See Rule 3 -13 of Regulation S -X.

Notes to the Consolidated Financial Statements

Note 2. Accounting Policies, page F -8

9. Please  consider expanding the disclosure with respect to your accounting policies to
include a description of your policy when amendments are made to charter agreements,
such as the December 30, 2011 amendments to your agreements with Frontline disclosed
in Note  21.

Note 23. Commitments and Contingent Liabilities, page F -32

10. We note the disclosure of your guarantees with respect to Seadrill and SFL Corte Real
Limited.  However, according to Note 15, you also have guarantees relating to the loan
facilities of SFL West Polaris and SFL Deepwater.  Please include disclosure of these
contingent liabilities in Note 23.  In this regard, please note that ongoing disclosure of
material contingencies in required on an interim basis pursuant to Rule 10 -01(a)(5) of
Regulation  S-X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since th e 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 provide  a written statement from  the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 4

You may contact Kristin Shifflett at 202 -551-3381  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief