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    SEWARD
      & KISSEL LLP

    One
      Battery Park Plaza

    New
      York, New York 10004

    October
      24, 2007

    VIA
      EDGAR

    Mr.
      Michael Fay

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    CF/AD5

    100
      F Street, N.E.

    Washington,
      D.C. 20549

    Re:  TOP
      Tankers Inc. Form 20-F for Fiscal Year

    Ended
      December 31, 2006 (File No. 000-50859)

    Dear
      Mr. Fay:

    This
      letter responds to follow-on comments of the staff (the “Staff”) of the
      Securities and Exchange Commission (the “SEC”) to the Annual Report on Form 20-F
      for the fiscal year ended December 31, 2006 (“Form 20-F”) of TOP Tankers Inc.
      (the “Company”) filed April 20, 2007, as provided in a letter to Stamatios
      Tsantanis, the Company’s Chief Financial Officer, dated October 18, 2007 (the
“October Comment Letter”).  The Staff had initially provided comments
      to the Company’s Form 20-F in a letter dated August 2, 2007 (the “August Comment
      Letter”), to which the Company responded in correspondence filed on EDGAR on
      August 24, 2007 (the “Initial Response Letter”).  The Staff provided
      follow-on comments to in a letter dated September 5, 2007 (the “September
      Comment Letter” and, together with the October Comment Letter and the August
      Comment Letter, the “Comment Letters”), to which the Company responded in
      correspondence on EDGAR on September 18, 2007 (the “Second Response
      Letter”).  This letter sets forth the Company’s responses to the
      Staff’s comments.

    For
      your convenience, the Staff’s comments have been restated in their entirety,
      with the responses to each comment set forth immediately under the
      comment.

    Form
      20-F For the Year Ended December 31, 2006

    Notes
      to Consolidated Financial Statements

    Note
      2. Significant Accounting Policies

    (m)
      Accounting for Dry-Docking Costs

              Comment
                1.

              We
                note your response to our prior comment number 3.  The fact that
                you have begun labeling these costs as Planned Major Maintenance
                Activities (or “PMMA”) in response to our comments does not change the
                underlying nature of the large majority of the  costs that you have
                capitalized as drydocking; they are expenditures incurred for repair
                and
                maintenance that do not appreciably extend the useful life, increase
                the
                earning capacity, or improve the efficiency of vessels, but rather
                allow
                vessels to continue to be operated in their current
                capacity.  With respect to your reference to FSP AUGAIR-1, we
                believe the guidance was intended solely to eliminate use of the
                accrue-in-advance method.  While we understand your effort to
                analogize to the AICPA Airline Guide and its reference to the deferral
                method, it is important to note that the deferral method is rarely
                used in
                practice by airlines.  In fact, the largest airlines expense
                maintenance as incurred and do not use the deferral
                method.  Because direct expensing, rather than deferral, is the
                predominant method used in practice in the airline industry, we do
                not
                find your analogy to the Airline Guide’s deferral method to be a
                compelling reason to allow you to capitalize non-betterment repair
                and
                maintenance costs incurred during drydocking.  In addition, your
                practice of capitalizing these repair and maintenance costs is problematic
                because it implies that estimated useful lives assigned to a portion
                of
                your vessels’ initial costs were greater than they should have been
                (built-in overhaul method).  It is also problematic because it
                results in inconsistent treatment by you of repair and maintenance
                costs
                with some being capitalized and some being expensed depending solely
                on
                whether the costs were performed before or after being noted as necessary
                by a drydocking inspection.  We do not object to you
                capitalizing the actual costs of the regulatory inspection and the
                drydocking itself (i.e., the cost to put the ship in the dry dock
                and have
                it stored there temporarily).  However, we continue to believe
                repair and maintenance costs that are not betterments do not qualify
                for
                deferral but rather should be expensed as incurred in accordance
                with your
                accounting policy for repair and maintenance costs, which states
                that all
                repair and maintenance costs are expensed as incurred.  We
                believe you should amend your Form 20-F for the year ended December
                31,
                2006 and subsequent filings, as appropriate, to restate your financial
                statements to expense, rather than defer and amortize, repair and
                maintenance costs incurred during drydockings in conformity with
                your
                repair and maintenance costs accounting
                policy.

              Response:

              As
                discussed in our Second Response Letter, we have historically accounted
                for costs incurred with PMMA we deemed directly related to drydocking
                using the deferral method and costs we deemed to be repair and maintenance
                using the direct expense method.  We continue to believe that
                the deferral method is one of three generally accepted methods of
                accounting for costs incurred with PMMA for the reasons indicated
                in our
                Second Response Letter.  We believe our analogy to FSP AUGAIR-1
                (“FSP AIR”) is relevant to our industry as the Financial Accounting
                Standards Board (“FASB”) staff noted during the deliberation of the FSP
                AIR that the primary guidance on accounting for PMMA is the AICPA
                Industry
                Audit Guide, Audits of Airlines (the “Guide”). The FASB
                staff also noted during the FSP AIR deliberations that there is
                significant diversity in the way companies define PMMA and specifically
                noted that entities in the shipping industry typically account for
                PMMA
                using the deferral method.  Section 3.64 of the Guide notes the
                following regarding PMMA:

                “For
                  accounting purposes, airframe and aircraft engine overhauls
                  encompass all inspections or replacements of major components,
                  which the civil air regulations require at specific maximum periodic
                  intervals to recertify that the frame or engine is completely
                  airworthy.  An overhaul does not include, however, the cost of
                  routine replacement of minor parts and servicing or inspection
                  of
                  airframes and aircraft engines.” [Emphasis
                  added]

                Section
                  3.69 of the Guide notes the following regarding the accounting
                  methods:

                “Air
                  carriers should adopt an accounting method that recognizes overhaul
                  expenses in the appropriate period…The following methods are most often
                  employed:…Deferral method.”

              Section
                3.72 of the Guide notes the following regarding the deferral
                method:

                 “Deferral
                  Method.  Under the deferral method, the actual cost of each
                  overhaul is capitalized and amortized to the next
                  overhaul.”

              While
                PMMA are not well defined in the Guide, an overhaul as described
                in the
                Guide includes the cost of all inspections required by civil air
                regulations.  The Guide further supports the capitalization of
                overhaul costs following the deferral method.  We believe the
                costs we incur in connection with drydocking are directly analogous
                to
                overhaul costs required by civil air regulations as drydocking is
                a
                mandatory step that must be undertaken in order to satisfy statutory
                requirements by the International Maritime Organization (“IMO”) and to
                obtain or continue a vessel’s class certification.  As noted in
                our Second Response Letter, we have policies and procedures in place
                to
                distinguish normal repairs and maintenance costs from PMMA that are
                incurred in connection with drydocking.  As noted above, we
                expense as incurred repairs and maintenance cost regardless if those
                costs
                are incurred before, during or after the drydocking
                process.

              Based
                on the above, we believe our current accounting policy for PMMA is
                not an
                error and is in accordance with U.S. Generally Accepted Accounting
                Principles and shipping industry practice.  Notwithstanding the
                foregoing, we understand that the SEC Division of Corporation Finance's
                staff believes that the direct expense method is the preferable method
                of
                accounting for costs incurred in connection with
                PMMA.  Accordingly, after reviewing the alternative PMMA
                accounting methods and their impact on our results of operations
                and
                administrative requirements of the different accounting methods, we
                have decided to change our method of accounting for PMMA from the
                deferral
                method to the direct expense method. We will reflect this change
                as a
                change in accounting principle from an accepted accounting principle
                to a
                preferable accounting principle in accordance with Statement of Financial
                Accounting Standards No. 154 “Accounting Changes and Error Corrections”
                commencing with the first quarter of 2008.1

    The
      Company hereby acknowledges that (i) the Company is responsible for the adequacy
      and accuracy of the disclosures in the filings; (ii) Staff comments or changes
      to disclosures in response to Staff comments in the filings reviewed by the
      Staff do not foreclose the SEC from taking any action with respect to the
      filing; and (iii) the Company may not assert Staff comments as a defense in
      any
      proceedings initiated by the SEC or any person under the federal securities
      laws
      of the United States.

      1           We
        propose to adopt the change beginning
        with the first quarter of fiscal year 2008 consistent with Accounting Principles
        Board Opinion No. 28 "Interim Financial Reporting" paragraph 28, which states,
        "The Board recommends that, whenever possible, companies adopt any accounting
        changes during the first interim period of a fiscal year.  Changes in
        accounting principles and practices adopted after the first interim period
        in a
        fiscal year tend to obscure operating results and complicate disclosure of
        interim financial information."

    Thank
      you for your attention to the Company’s reports.  If you have any
      additional comments or questions, please contact the undersigned at (212)
      574-1223 or Anthony Tu-Sekine at (202) 737-8833.

              Very
                truly yours,

              SEWARD
                & KISSEL LLP

              By:

              /s/
                Gary J. Wolfe

              Gary
                J. Wolfe

              Cc:

              Doug
                Jones, SEC

              Lyn
                Shenk, SEC

    SK
      23116 0001 820829