SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        August 2, 2007

Via Mail and Fax

Evangelos J. Pistiolis
Chief Executive Officer, President
Top Tankers Inc.
1 Vassilissis Sofias and Meg.
Alexandrou Street, 15124
Maroussi, Greece

 RE:  Top Tankers Inc.
   Form 20-F: For the Year Ended December 31, 2006
   File Number: 000-50859

Dear Mr. Pistiolis:

 We have reviewed the above referenced filing and have the following comments.
We believe you should revise future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 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 filings.
We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Top Tankers Inc.
August 2, 2007
Page 2
Form 20-F: For the Year Ended December 31, 2006

Item 3. Key Information
A. Selected Financial Information

1. You present the non-GAAP measure “adjusted EBITDA” because you believe it provides investors with an understanding of operating performance over comparative
periods.  However, it is not clear why the GAAP measure “operating income” would
not provide the appropriate level of unders tanding of your operating performance to
investors.  In this regard , please tell us and expand your  disclosure to demonstrate
clearly: (i) the substantive reasons specifi c to you how the measure is useful in
assessing your operating performance; and (ii) the meaningfulness of each reconciling
item presented in arriving at the measure specific to your circ umstances.  Further,
disaggregate the reconciling item “interest and finance, net” into its separate
components for more transparency of what  this item represents and the related
amounts therein.  In the alternative, pleas e consider eliminating use of this non-
GAAP performance measure in your filings.

Item 11. Quantitative and Qualitative Disclosure About Market Risk

2. Please expand your disclosure to discuss how in terest rate swaps were factored in the
interest rate sensitivity presented and the impact of the swaps on the amounts presented.

Consolidated Statements of Cash Flows

3. Please explain to us why the increase in restricted cash is presented as a financing activity for 2004 and 2005 and an investing activ ity for 2006.

Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
(m) Accounting for Dry-Docking Costs

4. Please explain to us what “dry-dock due s” and “general services for vessel
preparation” represent and w hy it is appropriate to consid er these as dry docking costs
that are deferred and amortized.

5. Also, it appears to us that coating of tanks and other components during dry docking
periods may be a routine function to main tain expected operating performance that
should be expensed when incurred as “rep air and maintenance” rather than deferred
and amortized as dry docking costs.  Please advise.

6. Further, please explain to us in clear detail how activities performed during dry docking periods are distinguished between re pair and maintenance that are expensed
as incurred and dry docking costs that are deferred and amortized.  Tell us the types

Top Tankers Inc.
August 2, 2007
Page 3
of costs directly associated with classification and rating agencies that are recorded as
dry docking costs, and the natu re and category of other cost s incurred that are directly
associated with dry dockings costs, along with the related amounts incurred in each of
the last three fiscal years and unamortized balance of each categor y of costs included
in dry docking costs at December 31, 2006 and March 31, 2007.

Note 11. Sale and Leaseback of Vessels

7. In regard to the five vessels subject to th e sale and leaseback tr ansacted in April 2006,
it is not clear to us from disclosures in your filing and related exhibits how you
concluded that the related leas es should be classified as operating.  In particular, your
weighted average interest ra te for 2006 and daily lease payments and lease terms for
these vessels suggest that the leases may be capital with respec t to paragraph 7d of
FAS 13, with the fair values of the vessels being their respective gross sale prices.
Please provide us with your analysis used in determining the classification of these
leases that shows all relevant factors, in particular those us ed in assessing the criterion
in paragraph 7d of FAS 13.

8. In the chief executive officer’s presentation of your 2006 annual report, you state that you entered into sale and leaseback transact ions on various vessels in early 2006 to
capitalize on high second hand tanker values prevailing at the time.  Approximately one year later, in May 2007, you agreed to repu rchase four of the five vessels sold in
the April 2006 sale and leaseb ack transaction.  In this regard, it is not clear how
reacquiring these vessels at a price slightly  in excess of the original sales price
allowed you to capitalize on the high second hand tanker values in 2006.  Further, we note from your June 5, 2007 Form 6-K that you expect the reacquisition to improve
breakeven rates.  However, if this was the primary reason for reacquiring the vessels,
it is not clear why you would ha ve initially agreed to sell  and leaseback these vessels,
given that breakeven rates were known at th e time you originally sold these vessels.
Therefore, please explain to us the busine ss reason for both selling these vessels and
repurchasing them in a relatively short period of time at prices slightly higher than the “high” prices for which you originally sold them.  Also, tell us whether repurchase of
the vessels was contemplated by either party at the time the sale and leaseback was
originally transacted  and the terms and conditions of any agreement to do so, whether
formal or informal.  Please be detailed in your response.

9. Please explain to us what consideration you ga ve, if any, to accounting for the sale of
the vessels as an in-substance borrowing a nd the factors and accounting guidance you
considered in arriving at your treatment.

10. Further, please explain to us your accoun ting for the offset to the discount in
recording the receivable for the unpaid sales prices.  Provide us with the journal entries for the initia l recording of the discount and for recording the subsequent
accretion of the receivable, and explain the basis for the respective accounts in which
the amounts were recorded.

Top Tankers Inc.
August 2, 2007
Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

  You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3816
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief

cc: Stamatios N. Tsantanis, Chief Financial Officer