SecProbe.io

January 10, 2020
Via E -mail

Edward S. Horton , Esq.
Seward & Kissel  LLP
One Battery Park Plaza
New York , NY 10004

 Re: Diana Shipping Inc .
  Schedule TO -I
  Filed January 3, 2020
  File No. 005 -81513

Dear M r. Horton :

The staff in the Office of Mergers and Acquisitions has reviewed the filing listed above,
and we have the comments set forth below.  All defined terms used herein have the same
meaning as in the Offer to Purchase  for Cash attached as Exhibit (a)(1)(A) to the Schedule TO -I.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filing, by providing the requ ested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewin g any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO -I
Cover Page

1. In any future tender offers filed on schedule TO, please revise the cover page to check  the
appropriate box to designate that this transaction relates to an issuer tender offer subject to
Rule 13e -4.

General

2. We note that this is the seventh successive tender offer conducted by the issuer since
November 2018.  If a series of transactions has a reas onable likelihood of producing one of
the effects enumerated in Rule 13e -3(a)(3)(i), Rule 13e -3 may be implicated, and as such, a
Schedule 13E -3 must be filed at the first step.  Confirm your continued understanding in your
response letter.

Edward S. Horton, Esq.
Seward & Kissel LLP
January 10, 2020
Page 2

 Exhibit (a)(1) (A)
Purpose of the Offer; Certain Effects of the Offer; Other Plans

3. We note the disclosure here regarding your intention to conduct future tender offers and the
factors upon which you will base  that decision.  We note that part of the decision would  be
based on the price you can obtain for a vessel in the secondhand market,  which funds would
be used to pay for tendered shares in future offers.  Since this Offer was commenced very
shortly after your last tender offer ended, what were the factors that the Board relied on to
commence this Offer?  Was a vessel sold to fund this Of fer?  Please advise us
supplementally, with a view to additional revised disclosure in the offer materials .

Conditions of the Offer, page 10

4. With respect to the armed hostilities condition  set forth at the bottom of page 10, we note that
according to news reports, on January 8, 2020, Iran launch ed missile attack s on one or more
U.S. military bases in Iraq.  Please amend the Offer materials to advise whether your “armed
hostilities” condition was triggered by this event and if so, whether you are waiving that
condition or asserting it to terminate the Offer.

*    *    *

 We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

  Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincer ely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions