SecProbe.io

November 17, 2011
 Via E-mail

Alexandros Tsirikos Chief Financial Offi cer and Director
Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece
Re: Top Ships Inc.
 Form 20-F for Fiscal Year Ended December 31, 2010
Filed April 11, 2011 File No. 001-50859

Dear Mr. Tsirikos:
 We have reviewed your filing and have the following comments.  In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, 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 Fiscal Year Ended December 31, 2010

 Tabular Disclosure of Contractual Obligations, page 80

1. As all your debt has been clas sified as current because of the covenant violations and
cross default provisions in all your bank facilitie s, it is appropriate to  reflect the debt as
due within 1 year in the contra ctual obligations table since th e debt can be called in for
payment at any time.  Although you have provi ded a complete discussion of each debt
agreement in narrative form in the pages (81- 90) that follow the contractual table, it
appears that an additional fi nancial table that supplement s your contractual obligations
table (and presented before your narrative in formation on the various debt agreements)
may provide additional clarity and ease of anal ysis for readers.  In this regard, the
additional financial table should detail th e payments for each debt agreement due by
periods, as provided in the debt agreements  since your outstanding loans require balloon
payments and have different repayment terms.   You should also provide a headnote to the
table disclosing that the entire amount of debt due has been classified as current in the
contractual obligation tabl e, as your consolidated financial statements presents the debt as

Alexandros Tsirikos  Top Ships Inc. November 17, 2011 Page 2

 a current liability, as the debt can be calle d for payment by the lende r at any time.  We
believe this would assist an investor in understanding your liquidity position in a more
complete manner.

Note 2(j) Impairment of Long-Lived Assets, page F-11

2. We note that three vessels have been sold s ubsequent to year end at losses totaling $105
million.  Please tell us what factors changed fr om the date of your last impairment test
performed as of December 31, 2010 when it was determined that the carrying value of the
vessels were recoverable.  Also tell us whether these factors have impacted the ten
vessels currently held.  Include in your response whether you pl an to perform an
additional impairment analysis for these vessels.

3. In addition, your risk factor on breach of certain loan covena nts on page 15 specifies that
a violation of covenants provide  the lender with the right to require you to sell vessels in
the fleet.  Your impairment accounting policy fo r vessels (long-lived assets), as disclosed
on pages 92 and F-11, state that impairment oc curs when future undiscounted cash flows
expected to be earned by such vessels over th eir operating lives (or us e of the asset) is
less than its carrying value.  As your acc ounting policy only states that future
undiscounted cash flows are considered over the operating life or use of the asset, it is
unclear if your assumptions on impairment a nd future undiscounted cash flows consider
the probability that your lender will require the sale of any vessels.   Please tell us in detail
if your probability-weighted approach cons iders any assumptions on the likelihood that
the lender may require a sale of  an asset(s) prior to the peri od that you would have sold or
eventually dispose of the asset.  As a decisi on to sell a vessel does not appear to be under
your unilateral discretion (or control), it appears that your assumptions in your
impairment analysis should consider the proba bility of this event.  In your response,
please completely and clearly address this sp ecific issue, including additional disclosures
that may be required to clarify your accounting policy, accordingly.  Lastly, please tell us
whether any of the three vessel sales in  2011 were required by your lender.
 Form 6-K filed August 3, 2011

4. We note that as of the date of this release, you were still in breach of loan covenants and
that you are still in discussions with these banks to amend covenants or receive waivers
for these breaches.  We also note that you expect your lenders will not demand payment
of your loans before maturity, provided you pa y loan installments and accumulated or
accrued interest as they fall due.  Although the statement of cash flows shows debt
payments of $14,383 million for the period en ded June 30, 2011, it is not clear as to
whether you are in fact current on loan insta llments and interest.  Please tell us whether
these payments are current, the status of nego tiations with your lenders, and provide us an
update on management’s plan for liquidity.

Alexandros Tsirikos  Top Ships Inc. November 17, 2011 Page 3

 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 Theresa Me ssinese at 202-551-3307 or Jo e Foti at 202-551-3816 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact me at 202-551-3380 w ith any other questions.

Sincerely,
   /s/ Lyn Shenk
 Lyn Shenk
Branch Chief