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CORRESP
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    d823228_corresp.htm

        October 31, 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 comments of the
        staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) made
        to Stamatios Tsantanis, the Chief Financial Officer of Top Tankers Inc. (the
        “Company”) in a telephone conversation on October 25, 2007.  During
        the telephone conversation the Staff and Mr. Tsantanis discussed the Company’s
        letter to the Staff dated October 24, 2007 (the “Second October Letter”), which
        together with letters to the Staff dated October 18, 2007, September 18,
        2007
        and August 24, 2007 responded to the Staff’s comments to the Annual Report on
        Form 20-F for the fiscal year ended December 31, 2006 (“Form 20-F”) of the
        Company filed April 20, 2007.

      In
        the Second October Letter, the Company reiterated its view that the deferral
        method is one of three generally accepted methods of accounting for costs
        incurred in connection with Planned Major Maintenance Activities
        (“PMMA”).  However, the Company also acknowledged the view that the
        direct expense method is a preferable method of accounting for costs incurred
        in
        connection with PMMA and proposed to change its method of accounting for
        PMMA
        from the deferral method to the direct expense method commencing with the
        first
        quarter of fiscal year 2008 as a change in accounting principle in accordance
        with Statement of Financial Accounting Standards No. 154 Accounting Changes
        and Error Corrections (“SFAS No. 154”).

      In
        its oral comments expressed in the telephone conversation on October 25,
        2007,
        the Staff accepted the Company’s proposal to change its accounting policy with
        respect to its drydocking costs or PMMA as proposed in the Second October
        Letter
        from an accepted accounting principle to a preferable accounting principle
        in
        accordance with U.S. Generally Accepted Accounting
        Principles.  However, the Staff requested that the Company commence
        the change in accounting policy beginning with the fourth quarter of the
        fiscal
        year ending

          Mr.
            Michael
            Fay

            October
              31, 2007

Page
            2

      December
        31, 2007, rather than the first quarter of fiscal year 2008 as proposed by
        the
        Company.  The Company advises the Staff that it will make the proposed
        change in accounting policy beginning with the fourth quarter of fiscal year
        2007.

      The
        Company will announce this change
        in accounting policy in its earnings release for the third quarter of 2007,
        which will also be filed on Form 6-K on EDGAR.  The Company’s proposed
        announcement is as follows:

                “Change
                  of Accounting Principle

                The
                  Company has historically accounted for drydocking costs that qualified
                  as
                  “Planned Major Maintenance Activities” (“PMMA”) using the deferral method.
                  Beginning with the fourth quarter of 2007 the Company intends to
                  change
                  its accounting policy for PMMA from the deferral method, under
                  which the
                  Company amortized drydocking costs over the estimated period of
                  benefit
                  between drydockings, to the direct expense method, under which
                  the Company
                  will expense all drydocking costs as incurred.  We believe the
                  direct expense method is preferable as it eliminates the significant
                  amount of time and subjectivity involved to determine which costs
                  and
                  activities related to drydocking qualify as PMMA under the deferral
                  method..  The Company 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. The
                  new accounting principle will be presented retrospectively to all
                  periods
                  presented in future earnings releases and filings.  When the
                  accounting principle is retrospectively applied, net income for
                  the year
                  ended December 31, 2006 and the nine month period ended September
                  30, 2007
                  will decrease by approximately $[__] million and $[__], or $[__]
                  and
                  $[__]per share, respectively.”

      The
        Company’s independent registered public accounting firm has reviewed this letter
        and has agreed with the Company’s proposal to account for this change as a
        change in accounting principle in accordance with SFAS No. 154.

      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.

          Mr.
            Michael
            Fay

            October
              31, 2007

Page
            3

      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

                Top
                  Tankers Inc.

                George
                  Cambanis, Deloitte Hadjipavlou Sofianos & Cambanis
                  S.A.

                Jack
                  Azose, Deloitte & Touche, LLP

      SK
        23116 0001 823228 v2