SecProbe.io

CORRESP
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filename1.htm

    s934387_corresp.htm

    November
4, 2008

    David
R. Humphrey

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100
F Street, N.E.

    Washington
D.C. 20549

              Re:

              Ship
      Finance International Limited

                File
      No. 001-32199

                  Form
      20-F: For the year ended December 31,
  2007

    Dear
Mr. Humphrey:

    Reference
is made to the annual report for the year ended December 31, 2007 on Form 20-F
(the “Annual Report”) of Ship Finance International Limited (the “Company”) that
was filed with the U.S. Securities and Exchange Commission (the “Commission”) on
March 17, 2008.  By letter dated October 7, 2008 (the “Comment
Letter”), the staff of the Commission (the “Staff”) provided comments to the
Annual Report.  On behalf of the Company, we submit to the Staff the
Company’s response to the Comment Letter.

    The
numbered paragraphs correspond to the numbered paragraphs set forth in the
Comment Letter.

    Operating and Financial
Review and Prospectus

    Contractual Commitments,
page 58

              1.

              We
      generally believe that registrants should include scheduled interest rates
      in the table in order to increase the transparency of cash flow. To the
      extent that interest rates are variable and unknown, you may use your
      judgment to determine whether or not to include estimates of future cash
      payments. You may also determine the appropriate methodology to estimate
      these interest payments. The methodology and your significant assumptions
      should be described in an accompanying footnote where estimates have been
      utilized. Regardless of whether you decide to include variable interest
      payments or not, a footnote to the table should clarify the action taken.
      If interest payments have been excluded from the table, then additional
      information should be provided as to the significant terms of the debt as
      well as any additional information that is material to the understanding
      of the Company’s cash requirements.

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 2 of
4

              2.

              Please
      also evaluate whether or not you can reasonably estimate the amount and/or
      timing of payments you will be obligated to make under interest rate swap
      agreements to determine whether meaningful information can be provided in
      the table for these agreements. If the swap is structured in such a way as
      to be a fixed rate loan, then you should provide the information. Finally,
      please note that if market interest rates have moved such that you are in
      a position of receiving cash rather than paying cash under these
      agreements, cash receipts should not be included in the
    table.

    The
Company notes the Staff’s comments 1 and 2 above, and confirms that it will
revise its future Form 20-F in future filings in response to the points
raised.

              3.

              Further,
      it appears the $2.3 billion total of “Floating rate debt” shown in the
      table inadvertently includes the $449 million of 8.5% Senior Notes. In
      this regard, Note 15 to the audited financial statements and elsewhere in
      the MD&A discloses that your “floating rate debt” approximates $1.8
      billion instead.

    The
Company confirms that it inadvertently included $449.0 million of its 8.5%
Senior Notes in the line item entitled “Floating rate debt” of the contractual
commitments table.  The Company will amend its future filings to
exclude such amounts from the calculation of “Floating rate
debt.”  The Company does not believe this inadvertent inclusion of
these amounts in this line item requires an amendment to the Company’s Annual
Report because the correct “Floating rate debt” calculation is accurately
described elsewhere in the Annual Report as noted by the Staff.

    Financial
Statements

    Note 1. General, page
F-7

              4.

              We
      note from the disclosure here and on page 16 that you are a holding
      company with no significant assets other than the equity interests in your
      subsidiaries. It appears that the disclosures specified by Schedule I
      (Article 12-04) may be required in your annual
  reports.

    The
Company notes the Staff’s comment, and has considered the disclosures specified
by Schedule I, Rule 12-04 of Regulation S-X.  The Company has
concluded that it is not required to submit Schedule I condensed financial
information as required by Rule 5-04(c) of Regulation S-X, which
states:

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 3 of
4

    “The
schedule prescribed by Rule 12-04 shall be filed when the restricted net assets
(Rule 4-08(e)(3)) of consolidated subsidiaries exceed 25 percent of consolidated net
assets as of the end of the most recently completed fiscal year.”

    As of December 31, 2007,
the restricted net assets of the consolidated subsidiaries, as defined by Rule
4-08(e)(3) of Regulation S-X, did not exceed 25 percent of the Company’s
consolidated net assets.  The amount of restricted net assets will be
reviewed periodically and the appropriate additional disclosures will be made
when required.

    Note 2. Accounting
Policies

    Investment in Finance
Leases, page F-9

              5.

              Consider
      expanding the tabular disclosure under Item 4.D “Property, Plant and
      Equipment” on page 36 to specify for each vessel, the lease classification
      for accounting purposes.

    The
Company notes the Staff’s comment, and will include the
lease classification of each vessel in the tabular disclosure under Item 4.D
“Property, Plant and Equipment” in its future filings.

    Derivatives: Total Return
Equity Swaps, page F-11

              6.

              Please
      expand your disclosure here, in Note 20 and in the MD&A –
      “Derivatives,” to disclose the expected settlement date(s) of the Total
      Return Swap (“TRS”) transactions that have been entered into, and indicate
      when you anticipate your share repurchase program will begin. Also tell us
      the basis in GAAP for the accounting methodology you are applying to these
      instruments.

    The
Company notes the Staff’s comment, and will in its future filings expand its
disclosure relating to the Company’s total return swap transactions (“TRS”) to
include the maturity dates, upon which settlement is expected to take
place.

    The
Company has concluded that its TRS are derivatives as defined by Statements of
Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative
Instruments and Hedging Activities, and as such, are included in the
balance sheet at fair value, with movements in fair value being reported in the
income statement as mark-to-market derivative instruments.

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 4 of
4

    In
addition, where the TRS involves the Company’s own stock, the accounting
methodology applied is based on the Company’s interpretation of paragraph 7 of
Emerging Issues Task Force (“EITF”) Issue 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock, which requires such TRS transactions to be classified in the
balance sheet as assets or liabilities.  The Company has concluded
that, in these circumstances, the TRS falls under this regulation because
they are indexed solely to the Company’s own stock.

    Based
on the Company’s interpretations of paragraphs 11 and B28 of SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity, the
Company has concluded that its TRS for its own stock should not be
classified as equity because they result in a net cash settlement and because
there is no obligation under the TRS for the Company to take delivery of the
underlying shares in full.

    The
Company’s board of directors approval of the repurchase plan did not specify a
schedule for the repurchase of the Company’s shares.  No decision has
been made on the amounts or timing of shares to be repurchased under the
plan.

    CEO and CFO Certifications
at Exhibits 12 and 13

              7.

              In
      the date section of each of the Certifications, please ensure that the
      “day” of the month is also included, as it appears to have been
      inadvertently omitted.  In this regard, we note that only the
      “month” and “year” have been
reflected.

    The
Company notes the Staff’s comment, and will include in future filings each of
the day, month and year of the date that the certifications are
signed.

    *
* * *

    The
Company thanks the Staff for its close attention to the Annual Report, and looks
forward to receipt of any additional comments that it may have to the Annual
Report.  Please feel free to telephone the undersigned at (212)
574-1223 or Edward S. Horton, Esq. at (212) 574-1265, with any questions or
comments.

            Very truly
yours,

            SEWARD & KISSEL
LLP

            By: /s/ Gary J. Wolfe

            Gary J. Wolfe,
Esq.

    cc:           Beverly
Singleton

    cc:           Margery
Reich

    SK 23153 0001 934387
v3

    [Ship
Finance International Limited Letterhead]

      November
4, 2008

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100
F Street, N.E.

    Washington
D.C. 20549

    Re:           Ship
Finance International Limited

    Ladies
and Gentlemen:

              The
      undersigned hereby acknowledges
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.

                    Yours
faithfully,

                SHIP
FINANCE INTERNATIONAL LIMITED

                By:
/s/ Lars Solbakken

                Lars
Solbakken

                Chief
Executive Officer

                      Ship Finance Management AS

    cc:  Beverly Singleton

    cc:  Margery Reich