SecProbe.io

SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK   10004

WRITER'S DIRECT
DIAL
(212) 574 -1223  TELEPHONE:   (212)   574-1200
FACSIMILE:   (212) 480 -8421
WWW.SEWKIS.COM  901 K STREET, NW
WASHINGTON, D.C.
20001
TELEPHONE:   (202) 737 -
8833
FACSIMILE:   (202) 737 -
5184

  June 23, 2016

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:                           Laura Nicholson
  Re: Top Ships Inc.
Post-Effective Amendment to Form F -1
Filed May 9, 2016
File No. 333 -194690

Dear Ms. Nicholson:
Reference is made to the post -effective amendment filed on May 9, 2016, relating to Form  F-1 (333 -
194690) (the " Post-Effective Amendment ") by Top Ships Inc. (the " Company ") in connection with the registration
of the Company's common stock, par value $0.01 per share (the " Common Shares "), preferred stock purchase rights,
warrants (the " Warrant s"), Common Shares underlying the warrants, underwriters' warrants (the " Underwriters'
Warrants ") to purchase Common Shares and Common Shares underlying the underwriters' warrants.   By letter dated
May 25, 2016 (the " Comment Letter "), the Staff (the " Staff ") of the U.S. Securities and Exchange Commission (the
"Commission ") has provided its comments to the Registration Statement.
This letter sets forth the response of the Company to the Comment Letter.   The Company has today filed
via EDGAR its Post -Effective Amendment No. 2 (the " Post-Effective Amendment No. 2 "), which responds to the
Staff's comments contained in the Comment Letter. Post -Effective Amendment No. 2 also includes certain updates
related to the  passage of time.
Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to
them in Post -Effective Amendment No. 2. The following numbered paragraphs correspond to the numbered
paragraphs in the Comment Lette r. For your convenience, each response is prefaced by the exact text of the Staff's
corresponding comment in bold text. We will also supplementally provide the Staff with a redline of Post -Effective
Amendment No. 2 showing changes made from the Post -Effect ive Amendment. Page numbers referenced are to
Post-Effective Amendment No. 2.
General
 1. We note that your post -effective amendment relates
to the registration statement on Form F -1 (333 -

194690) in which you calculated the fee based on the
maximum a ggregate offering price using Rule
457(o) of the Securities Act.   It appears that in your
prospectus supplement filed pursuant to Rule
424(b)(4) of the Securities Act on June 9, 2014 you
increased the offering value by increasing the
number of shares offer ed.  Please tell us why you
believe it was not necessary to file a new
registration statement to cover the additional
securities offered and to pay a filing fee for the
increased value of the offering.   Refer to Rule
413(a) of the Securities Act. In additi on, please
provide your analysis as to why it is appropriate to
include 4,693,700 common shares in the post -
effective amendment.

Securities and Exchange Commission
Page 2

The Company paid $4,588.50 in filing fees with the registration statement on Form F -1 (333 -194690) (the
"Registration Statement ") registering $35,625,000 worth of securities under Rule 457(o) and Rule 457(g) of the
Securities Act.   This was also the amount indicated on the originally filed Registration Statement, Pre -Effective
Amendment No. 1 and Pre -Effective Amendment No. 2 to t he Registration Statement.   Attached hereto as Exhibit A
is the Company's Securities and Exchange Commission Account Activity Statement for the period ending April 30,
2014, which reports the fee paid to the Commission in connection with the Registration S tatement.
The Company inadvertently reported on Pre -Effective Amendment No. 3 to the Registration Statement, the final
amendment of the Registration Statement filed with the Commission prior to effectiveness, that it paid a filing fee of
$4,284 to the Comm ission, which registered $33,262,469 worth of securities, which was less than the actual amount
paid and registered by the Company.   Specifically the fee table was divided into three categories which consisted of
the following: $20,007,500 worth of Common Shares pursuant to Rule 457(o) of the Securities Act; $12,504,688
worth of Common Shares underlying the Warrants pursuant to Rule 457(g) of the Securities Act; and $750,281
worth of Common Shares underlying the Underwriters' Warrants pursuant to Rule 457(g ).
The maximum offering price calculated on the Registration Statement pursuant to Rule 457(o) was based on the last
reported sales price of the Common Shares of $3.02 per share as reported on the Nasdaq Global Select Market on
June 3, 2014.   The actual sa les price of the Common Shares represented on the prospectus supplement filed on June
9, 2014, was $2.00 per share for the 10,000,000 Common Shares sold in the offering.   This decrease in the sales
price per Common Share resulted in a maximum aggregate off ering price that was less than the $20,007,500 worth
of Common Shares reported as registered on Pre -Effective Amendment No. 3 to the Registration Statement.
The maximum offering prices calculated on the Registration Statement pursuant to Rule 457(g) for th e Common
Shares underlying the Warrants and Underwriters' Warrants were based on the exercise prices of $2.50 for the
Warrants and Underwriters' Warrants.   The Warrant Agreement contains provisions that require that the total
proceeds from the Warrants rem ain the same regardless of any adjustments to the exercise price. The Underwriters'
Warrants contain provisions that result in corresponding adjustments between the exercise price and the shares
issuable upon exercise that result in the same amount of tota l proceeds received by the Company.   The 5,000,000
Common Shares originally underlying the Warrants and the 300,000 Common Shares originally underlying the
Underwriters' Warrants at an exercise price of $2.50 per warrant, which was registered pursuant to R ule 457(g)
resulted in maximum aggregate exercise prices of $12,500,000 and $750,000, respectively, which amounts were less
than the $12,504,688 and $750,281 listed as registered on Pre -Effective Amendment No. 3 to the Registration
Statement.

The Company c losed an over -allotment issuance of an additional 660,000 Common Shares and 330,000 Warrants
which was announced on June 24, 2014 (the " Over -Allotment Option ").  The maximum dollar amount inadvertently
reported in the table entitled "Calculation of Registr ation Fee" on Pre -Effective Amendment No. 3 to the
Registration Statement was less than the value of the securities sold in the offering. However, as discussed above,
the Company paid a registration fee in excess of what was reported on the cover page of P re-Effective Amendment
No. 3 in an amount that included the maximum dollar value of all of the securities sold in the offering, including the
Over -Allotment Option.   The prospectus at page 133, listed the amount actually paid of $4,589 in the section entit led
"Other Expenses of Issuance and Distribution".   The Company offered $35,395,364 worth of securities under the
Registration Statement pursuant to Rules 457(o) and 457(g) and paid a fee to the Commission for $35,625,000 worth
of securities.
Since the Com pany did not register a share amount pursuant to Rule 457(a) but instead registered maximum
aggregate offering prices pursuant to Rule 457(g) and Rule 457(o) and the Company's offering fell within the limits
of the maximum aggregate offering prices registe red, the Company believes that Rule 413(a) is not applicable and it
covered any additional securities offered.

Securities and Exchange Commission
Page 3

In response to the Staff's comment, the Company has removed reference to the 4,693,700 Common Shares in Post -
Effective Amendment No. 2, since, as discussed above, the Company registered a maximum dollar amount of
securities for sale pursuant to Rule  457(o) and 457(g) and not a share amount pursuant to Rule 457(a).   Instead the
Company has listed $13,325,000, which is the total amount of proceeds that can be received by the Company in
connection with the exercise of the warrants and consistent with Ru le 457(g).
 2. It appears that preferred stock purchase rights trade
with each share of common stock offered in your
post-effective amendment to your registration
statement on Form F -1 (333 -194690).   Please revise
your post -effective amendment to bri efly describe
the preferred stock purchase rights or tell us why
you believe this is not necessary.
The preferred stock purchase rights attached to each common share were part of a stockholder rights agreement,
which expired in August 2015.   As such, preferred stock purchase rights no longer trade with each Common Share
and the Company does not believe that a description of the preferred stock purchase rights should be included in th e
Registration Statement.
Description of Capital Stock, page 11
Share History, page 11
Share Issuances, page 11
 3. We note that your registration statement on
Form F -1 (333 -194690) was declared effective
on June 6, 2014 and that the post -effective
amendment filed on May 9, 2016 was your
first post -effective amendment to this
registration statement. If an offering
continues for more than nine months, you are
generally required to update your registration

statement by post -effective amendment if the
information in the prospectus is more than
sixteen months old. Refer to Section 10(a)(3)
of the Securities Act. Please tell us whether
any offers or sales were made after April 30,
2015.   In this regard, we note your disclosure
on page 11 that "[a]s of the d ate of this
prospectus, an aggregate of 56,180 Warrants
have been exercised for a total issuance of
50,000 common shares." If any offers or sales
were made after April 30, 2015, please tell us
why you believe you were able to offer and sell
such securities  without updating your
registration statement by post -effective
amendment.
The original offering of the Warrants closed in June 2014.   From the time of their issuance, the Warrants were
deeply out of the money and the Registration Statement was not kept c urrent during that period.   See C&DI
239.05.   Due to a corporate transaction, that took place at the end of December 2015 and operation of certain anti -
dilution provisions, the Warrants closed in the money for a period of 17 days during the two -month perio d following
the transaction.   There were no exercises during that period.   After a reverse stock split was completed on February
22, 2016, the Warrants again closed in the money for a period of 10 days.   One Warrant holder exercised two equal
increments of  28,090 warrants each on February 26, 2016, and March 2, 2016, and received a total of 50,000
common shares.
In early 2016, the Company began considering strategic transactions to assist it in achieving its long -term
operational and financial goals.   Durin g the course of such consideration, the Company became aware of the
significance of the Warrant exercises by the one Warrant holder.   The Company immediately instructed the Warrant
agent not to permit any additional exercises of Warrants until further noti ce.  After inquiring of the single warrant
holder discussed above, the Company determined that the shares received on the exercise of the warrants had been
sold.   The Company also commenced preparation of the Post -Effective Amendment.
In addition, the Comp any has adopted a policy for a responsible officer (the " Responsible Officer ") to monitor the
Company's trading price for its Common Shares as compared to its then current Warrant exercise price.   Under the
policy, for any period during which the Warrants are in the money, the Company shall not permit any exercises
unless the Registration Statement is current.   In this connection, the Responsible Officer shall consult with the
Company's outside counsel to receive confirmation that the Registration Statement  is current. The Warrant agent has
been notified that no exercises shall be permitted unless the Warrant agent has received instructions from the
Company to permit exercises.

Securities and Exchange Commission
Page 4

If you have any questions or comments concerning the enclosed, please f eel free to telephone the undersigned at
(212) 574 -1223 or Evan Preponis at (212) 574 -1438.
  Very truly yours,

  SEWARD & KISSEL LLP

  By: /s/ Gary J. Wolfe

    Gary J. Wolfe

cc: Evangelos Pistiolis
  Top Ships Inc.

Exhibit A

Page1 of 1

SECURITIES AND EXCHANGE COMMISSION
ACCOUNT ACTIVITY STATEMENT
PERIOD ENDING APRIL 30, 2014

TOP SHIPS INC.
1, VASSILISSIS SOFIAS STR. & MEG.
ALEXANDROU STR.
151 24, MAROUSSI, GREECE  Account Number :
Statement Period : 12/01/2013 -
04/30/2014

Beginning of Period  Current Activity  End of Period
Due SEC  Available  Payment/Applied  Filing Fees
Incurred  Due SEC  Available
$0.00  $6,531.86  $0.00  $4,588.50  $0.00  $1,943.36

Transactional Detail
Transaction
Date  Activity Description  Receipt
Date  Form Type/
Reference
Number  Amount  Balance
03/19/2014  333-194690  03/19/2014  F-1 $4,588.50  $1,943.36

  *** FISMA & OMB Memorandum M-07-16 ***

Attention Account Holder: The SEC will return to you any outstanding balance in your account if there has
been no account activity for 180
days. See Rule 3a [17 CFR 202.3a].

For inquiries concerning this statement and
instructions  Remit Check Payment to:  Remit Wire Payment
to:
regarding refunds, go to
http://www.sec.gov/info/edgar.shtml , Securities and Exchange
Commission  U.S. Bank
or fax your request to:  P.O. Box 979081
OFM / Branch of Fee Account Services
6432 General Green Way (Mail Stop 0 -3)
Alexandria, VA 22312
Fax number 703 -914-2754  ST. LOUIS, MO 63197 -9000
CIK: 0001296484

 *** FISMA & OMB Memorandum M-07-16 ***