SecProbe.io

Mail Stop 3561
August 14, 2009

VIA US MAIL AND FACSIMILE (212) 480-8421

Gary J. Wolfe, Esq.  Seward & Kissel LLP  One Battery Park Plaza  New York, NY 10004
 Re: Top Ships Inc.
  Registration Statement on Form F-3
  Filed August 4, 2009    File No. 333-161022
Dear Mr. Wolfe:
  We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional concerns.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.   We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Plan of Distribution, page 14

1. We note the disclosure th at Hongbo Shipping Company Limited “may be deemed
to be” an underwriter.  Please revise he re and on the prospectus cover page to
affirmatively identify Hongbo Shipping as an underwriter.
 Exhibit 5.1

2. Please have counsel define the term “O ffering” in the third paragraph of the
opinion as the term “Offering” is not defined elsewhere in the opinion.

Gary J. Wolfe, Esq.
Seward & Kissel LLP
August 14, 2009  Page 2

3. Please have counsel delete assumption (ii) in the third paragraph.  We view this
statement as a legal conclusion that should be opined upon by legal counsel.
4. Please have counsel delete the last paragraph on page one as it does not appear
this paragraph is applicable to this offering.
5. Please have counsel revise the first pa ragraph on page two to opine that the
Securities are fully paid and non-assessable as  it appears that th e Securities have
already been issued.

*  *  *  *  *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in your filing to be certain that  the filing includes all information required
under the Securities Act of 1933 and that they have provide d all information investors
require for an informed investment decision. 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.    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking action with respect
to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
declare the filing effective, does not relieve the company from its  full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Gary J. Wolfe, Esq.
Seward & Kissel LLP
August 14, 2009
Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact J. Nolan McWilliams at  (202) 551-3217 or, in his absence, me
at (202) 551-3412 if you have any qu estions regarding comments.
          S i n c e r e l y ,              A m a n d a  R a v i t z           B r a n c h  C h i e f  –  L e g a l