SecProbe.io

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MAIL STOP 3561

May 19, 2005

Ms. Angeliki Frangou
Chief Executive Officer
International Shipping Enterprises, Inc.
1225 Franklin Avenue
Suite 325
Garden City, New York 11530

Dear Ms. Frangou:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Pursuant to Item 301 of Regulation S-K, in a table designed to
facilitate comparison, please present historical and pro forma per
share data of ISE and historical and equivalent pro forma per
share
date of Navios for the following Items:
(i) book value per share as of the date for which financial data
is
presented;
(ii) cash dividends declared per share for the periods for which
financial data is presented; and

(iii) income (loss) per share from continuing operations for the
periods for which financial data is presented.
2. Please provide the disclosure required by Rule 14a-5(e) as
required by Item 1(c) of Schedule 14A.  See Item 18(a)(1) of Form
S-
4.

Cover Page
3. Please include a prospectus cover page in accordance with Item
501
of Regulation S-K.  See also Items 1 and 2 of Form S-4.

Summary, page 1
4. Please provide the name, complete mailing address and phone
number
of the principal executive offices of the company being acquired,
in
addition to the registrant.  See Item 3(a) of Form S-4.
5. Please elaborate on and/or define the following: core fleet;
long
term charters; in the money; and time chartered vessels.
6. Clarify under "The Acquisition" that ISE plans to finance the
$607
million acquisition through funds raised in its IPO of $180
million
plus a credit facility of $520 million.
7. Under "Stock Ownership," please provide a brief statement
comparing percentage of outstanding shares entitled to vote that
the
officers, directors, and affiliates of Navios hold.  Please see
Item
3(h) of Form S-4.
8. Please include a brief statement about the tax consequences of
the
transaction, or if appropriate, a cross-reference to the
information
provided pursuant to Item 4 of Form S-4.  See Item 3(k) of Form S-
4.

Selected Historical Financial Information

      General
9. Considering the significance of the merger transaction, please
present selected unaudited pro forma condensed combined financial
information showing the pro forma effect of the merger
transaction.

    Navios Historical Financial Information, Page 7
10. Pursuant to Item 301 of Regulation S-K, please revise your
table
to present data for each of the last five fiscal years (or for the
life of the registrant and its predecessors, if less).
11. Pursuant to Item 301 of Regulation S-K, please revise to
include
separate line items for cash paid for dividends declared and
mandatorily redeemable preferred stock.

Risk Factors, page 9
12. To the extent possible, please avoid the generic conclusions
you
reach in several of your risk factors that the risk discussed
could
have a "material adverse effect," "material adverse impact," or
"adversely affect" your financial condition, results of operations
or
other similar matters.  Instead, replace this language with more
specific disclosure of how your financial condition would be
affected
and place the risk in context by making the magnitude of the risk
clear.  For instance, in risk factors 1-5, 8, 10, 15, 17, 18, 22,
26-
28, 35 and 36 please describe specifically the impact that the
risks
mentioned might have on your business.
13. We note the disclosure in risk factor 6 that maritime
claimants
could arrest your vessels if they have a lien against your vessel
for
unsatisfied debts, claims or damages against the vessel.  Please
disclose whether there are any current liens against any vessels.
14. The subheadings of several of your risk factors merely state
facts or uncertainties and do not adequately reflect the risks
that
follow. Please revise your subheadings to succinctly state the
risks
you discuss in the text.  For example, please refer to risk
factors
7, 10, 12, 19, 20, 21, 22, 24 and 25.
15. Risk factors 9, 12 and 27 are generic risk factors that apply
to
all businesses and should be removed.
16. Risk factors 14-16 are generic, vague and merely repeat the
accompanying subheading.  Please revise to more adequately address
the specific risks imposed on the company, Navios, and investors
in
this offering.
17. Risk factor 17 presents several risks associated with your
business.  Each risk factor should discuss only one risk.  Please
revise.
18. Risk factor 18 appears to repeat much of the disclosure set
forth
in risk factor 8.  Please consider consolidating these risk
factors
or advise.  In addition, we note in risk factor 18 disclosure that
Navios could be liable for environmental damage caused by previous
property owners.  Please elaborate on this liability and identify
the
previous property owners to which you refer.
19. In risk factor 19 and in the description of business
experience
on page 108, please disclose the percentage of time and number of
hours per week that your officers and directors will contribute to
company business after the acquisition.
20. Consider combining risk factors 30 and 31, as both relate to
insurance.
21. Please include an additional risk factor discussing
enforceability of civil liabilities against foreign persons as set
forth in Item 101(g) of Regulation S-K.
22. Risk factor 39 states that ISE "is" incorporated under the
laws
of the Marshall Islands.  Please revise or advise.

The Acquisition Proposal, page 27

   Background of the Merger
23. Please expand on this discussion to describe any past, present
or
proposed material contracts, arrangements, understandings,
relationships, negotiations or transactions during the periods for
which financial statements are presented or incorporated by
reference
pursuant to Part I. B and C of Form S-4 between Navios or its
affiliates and the company or its affiliates.  In this context,
provide a narrative chronology of the entire process through which
Navios and the company agreed to the proposed business combination
transaction.  This chronology would include, among other matters,
the
determination by Navios to consider a business combination
transaction, Navios`s decision to enter into an auction process,
the
selection by Navios of Lazard to conduct the auction, Lazard`s
carrying out of the auction process, and the entirety of the
contacts
by and between the company and Navios (or their respective
representatives) from the initial contacts between the company and
Navios up to and including the execution of the agreements by and
between Navios and the company with respect to the combination
transaction.  This chronology should include the dates of all such
contacts, communications, documents, or activities, the parties
who
participated, and a discussion of the substance of all such
contacts,
communications, documents, or activities.  In addition, to the
extent
that the company feels it would benefit the staff in its review of
the transaction and its background, supplementally provide the
staff
with copies of all written and oral documentation regarding the
same,
including, but not limited to, all documents, agreements
(including
exclusivity and confidentiality agreements), arrangements,
correspondence, memoranda, emails and all other similar writings,
as
well as any and all writings memorializing, discussing, describing
or
evidencing all oral correspondence, discussions or agreements.
The
persons or entities for which this information is requested would
include, but not be limited to, the following:  the company and
its
affiliates, Navios and its affiliates, all underwriters, including
Lazard, Sunrise, HSH Gudme and Investment & Finance Ltd.; all
auditors; all accountants; all lenders; all financial advisors and
consultants; all legal advisors and consultants; and all
committees
or special committees to the boards of both Navios and the
company.
See Items 4 and 6 of Form S-4 and Rule 418 of Regulation C.

    Acquisition Financing
24. Please disclose the date you entered into a commitment
agreement
with HSH Nordbank AG.  Also, supplementally describe any
preliminary
arrangements or agreements with HSH Nordbank and the timing of
those
arrangements.  Supplementally provide us with all documents,
agreements, arrangements, correspondence, memoranda, emails and
all
other similar writings, as well as, any and all writings
memorializing, discussing, describing or evidencing all oral
correspondence, discussions or agreements.
The Stock Purchase Agreement, page 38
25. On page 44, you disclose that Ms. Frangou may acquire Navios
herself if shareholder approval is not obtained.  Should she do
so,
please disclose her intentions to remain with ISE, in what
capacity
and whether she will continue to provide funding to cover expenses
and other similar costs.

Employment Agreements, page 44
26. We note the employment agreements provide a base salary equal
to
120% of each individual`s current base salary.  Please state this
amount for each individual.  Also, briefly describe how the annual
cash bonus in 2005 will be calculated.

The Reincorporation Proposal, page 47
27. Under Federal Income Tax Consequences, you set forth various
tax
conclusions, including that the purchase of the Navios shares by
ISE,
followed by the merger, will not result in the recognition of gain
or
loss to ISE shareholders.  Please file an opinion of counsel as to
this and all other material tax aspects of the offering.  See Item
601(b)(8) of Regulation S-K.

Information about Navios, page 58
28. Please briefly discuss the business history of Anemos Maritime
Holdings prior to the merger in December 2002.
29. Please elaborate on the in-house technical ship management
expertise you recently acquired.
30. Please disclose the identity of the persons or entities that
control the other 50% of Agropolis Shipping & Trading.

		Navios`s Fleet - Short-Term Fleet, Page 71
31. Tell us supplementally, and revise to clarify, what you mean
by
your disclosure that you "control" an additional 20 to 40 vessels
on
any given day.  If your disclosure relates to title, rights, and
ownership of the additional vessels, tell us if the amounts are
reported in your financial statements.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations of Navios, page 84

	Overview
32. Please supplement the Overview section to highlight the
challenges, risks and/or uncertainties with which management is
concerned primarily in evaluating Navios`s financial condition and
operating results going forward.  In this regard, it appears that
increased demand in Asia, increased freight and charter rates,
favorable financing terms, including a low interest rate
environment,
and favorable purchase option contracts, many of which are
described
as in the money, have all contributed to Navios`s improved
financial
condition over the past several years.  In an effort to provide
more
balanced disclosure, please include management`s assessment of
these,
and any other, factors deemed material that might or could impact
the
company`s financial condition and operating results in the future.

Factors Affecting Navios`s Results of Operation
33. To enhance your disclosures related to your year over year
comparisons, consider revising your MD&A to include a table
(designed
to facilitate comparison) of the key performance measures that
management uses in analyzing trends (i.e. available days,
operating
days, fleet utilization, TCE rates, etc.; as discussed on pages 84
-
85) in the Company`s results of operations.

Income Statement Breakdown by Segment
34. We note the following: revenue increased due to increases in
freight rates and increases in terminal through put volume; gains
and
losses from FFAs increased due to increased volatility; expenses
increased due to increased direct costs as a result of higher
chartered-in rates for vessels added in 2004 and due to increases
in
variable costs associated with higher volume and equipment repairs
at
the port terminal; direct vessel expenses declined as a result of
disposal of certain vessels; G&A expenses increased as a result of
an
increase in discretionary bonuses in 2004; depreciation and
amortization decreased due to a reduction in the number of vessels
owned and leased; and net interest expense decreased due to lower
principal amount of bank loans outstanding.
In addition to merely suggesting the intermediate effect of these
various trends, please also provide an analysis explaining the
underlying reasons for them and whether you anticipate these
trends
and underlying factors to continue.    By way of illustration
only,
consider addressing the following: what is driving higher freight
rates; what explains the increased volatility in the FFA market;
why
did direct and variable costs increase; why did discretionary
bonuses
increase; net interest expense increased, but we note you are
financing the acquisition with a $520 million dollar note that you
hope to pay off through the issuance of debt; depreciation
expenses
decreased due to the sale of vessels but you expect to exercise
purchase options in 2005 and 2006.  For guidance of what is
expected
and required in providing this discussion and analysis, please
refer
to the Commission`s recent interpretive guidance located at
http://www.sec.gov./rules/interp/33-8350.htm.

Ensure to quantify separately the effect of each causal factor
that
you cite for material changes in your financial statement amounts,
as
required in Financial Reporting Codification Section 501.04.

	Liquidity and Capital Resources
35. Please file all material outstanding debt obligations and
credit
arrangements as exhibits and describe the material terms of the
same.
This disclosure should also include ISE`s senior secured credit
facility, which we note is expected to have certain covenants
restricting incurrence of additional debts and liens.  Disclose
what
these restrictions are.  You refer to this credit arrangement as
"contemplated."  Please advise.  Also, discuss the impact this
debt
obligation will have on your business and financial condition.
36. We note that if Navios acquires additional vessels, it will
rely
on cash from operations and new debt to meet its liquidity needs
going forward.  Please disclose what your liquidity needs will be
in
the event you either do or do not acquire these vessels.

      Cash from Operating Activities/ Working Capital, page 90
37. Please revise your disclosure here to include a more
comprehensive analysis that explains the significant year-to-year
variations in the line items (e.g. explanation of the significant
change in your unrealized gain on FFA derivatives, accounts
receivable, prepaid voyage costs, accounts payable, deferred
voyage
revenue, etc.) for each of the periods presented.  Your analysis
of
cash flows from operating activities/ working capital should not
merely recite information presented in the statement of cash
flows.
Please refer to the SEC`s Interpretation: Commission Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
an