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NELV YORI{, \1=:~'~' YORi~ 100rJq.
TELL~tI0:9r_-.fZI2j5i~1-i20~ 4o1;~STRi.LT.t;;V
F:CSIMILP: (272)~,ig~-$42j 1VASHING~R7ti, DC 20001
~YVJI'IS E\j~KIS.COM 7PLBPHD~7 ii (202) 737 ;E33
P~CS7 YiiLF;:(G2)7.i i-51~!
.I:II]Uc7i' 1 ~~ `?~~:~3
Oifice of thief!~ecountant
Divisioli of Corporatic~ii Finance
IJniteci States Securities and Exchange Carntuissit~n
100 I' Sheet, NE s
~'~~ashin;.;ton, DC 2~.54Q
Re: Euronav i~TV
Form 29-F for the Piscai Fear Ended Dcccmber 31, 201
Filed April 30, 2Q15
File No. X01=36810
Ta tt~e~3f~ce of Chief Accountant,
~uronav NV (the "Con~pan}~") is a ~3eI~~ian shippinb company thae cvas founed iii Junc ?003. IC qualiriesas
~t "fore~~n private issuez" and prepares its financial statemenks in accordance ~yith International ~inaricial Repc~rtin
Standards, as issued by the International Accounting Standards Beard. The Company currently owns and operates a
fleet of modern tankers, consisting of very Iar~e crude carriers, an ultra large crude carrier, Suczm~ vessels, and
ts~io floati~~, storage and offloading vessels; or FSOs, through its subsidiaries ~Ti Africa Ltd. and Ti Asia Ltd.}.
On December 16, 2015, the Company ~~eceived a letter from the Office of Transportation and Leisure,
Division of Corporate Finance, of t}le~ United States Securities and Exchange Commission (the "Commission")
requesting the Company's sigiii~c~nce~ analysis under Rule 3-09 of Regulation S-1 {"Rule 3-09") with respect to
certain of its 50°rb-owned joint ventures. Following conversations ~~~ith members of the staff of the Office of `~
Transportation and Leisure, the Company was dire.c~ed to she O£fice ~f the Chief Accountant,
'I'hc company respectfully requests the stiff of the Office of Chief Accountant {the "Staff') to provide a
waiver from the requirements in Rules 3-09 of Regulation S-X to inolude in its Annual Report Porm 20-F fox the
year. ended De.cerriber 31, 2014 the separate financial statements of Ti Africa Ltd. and Ti Asia Ltd. (the "Joint
~entuxes"), tl~c Company's 50~'o-owned joint ventures [ilat own the FSO Asia grid FSO Africa, which have b~e~a
equity method investees of tine Company since 2fl(~8.
Backg_xound
Each of Ti Asia ~..td. az~d Ti A~ria~ ~,tti. are companies incorporated and dort~iciled in ~-Ion~ E~ong. These
et~ti€ies were forzncd as joint ventz3res in 2008 by Euronav and an American panne-r to operate a floating storage and
offloading i'acility {FSO) in the ~.1 Sha3ieeii oil field in Qataar, v,~hich :ervi~es ivlaersl~_ Oil Qatar (Iti'IOQ). ~'h~ FSO's
have been providing them services to i~i0c~ since 2010 vrithout discontinuatican under a fixed contract matvr~ng in
ZQi'7.
The Carnpany has perfarmed the significance tests contained in Section 1.02(w) of Regulation S-X to its
egaity method investments in the point Vezitures using its financial results for the years ended December 31, 2011,.
ZOI2, 2013 and 2A14, and the nine months ended September3Q, 2015.
Based an these calculations, each of Ti Asia Ltd. and. Ti Africa Ltd, is considered significant for 2fi~14 fc~r
the purposes cif Bute 3-09 by virtue of the income test in Ruts 1-02{wj(3) {21.25% and 23.25%, resper~tively).

~~~hile tt~e Joint ti'el3ture~ just exceed the significance threshold of 2t? o in Che inccjme test, for the year ended
Dece~nt~er ~1, 201 ,the level of sibniticance. of the JointVentures in comparison to the ove.rali assets of the
Company anti its subsidi~u~ies on a consolidated basis is relativelyiow. A suin~nary of the Company's results and
level of significance for the past four yeaz~s and the resultsfor 2015 (based ofi the financial results for the nine
months ended September 30, 2(~1S) are shown below.This summary provides an alternative calcutatiou of
significance to illustrate. the relatively lo~,~ perce3,tage of the Compazly's total assets thzt are represeneed by the .foint
`'CI]CUI'cS:
__,. -
i tiSa~2 ~i.~:
(In V(illions of US Dollars)
201 s 2~~3 201:; 2~~ i
Thy c ~~~ ~~n.. . i~:~ ,'~.i~~~:n( i~ :~7.1 < <i~.,_ ~„ ~~_, ". ')
Rel~i~,~ r~. ~~ --.~ (~., ~.I _ _
Siguil~c~i3cc tc~~ }~cii;cut~~:;c Z~.I.Ui~ ~li.iib ~ti.Uio ~i;.i1'~u
~~le ~-02(w)(3) '~'es~
(In Millinns ~f I7~ ~3ollarsl 2(li5 €l3 2~1'~ 2813 2dD72 2011
~ubtotai 2:~fi.~ (it:j) (89.5) f,ll9:3} (959j
Coniputati.aanl Note 1
Th~~ C~,~r~pau~~, c~]ui~ ~'i~: i~=, t;~x i;i ~~ u~ t: ~t, cl i~
per~'~itu~t~:ni.J~~~..,~~r: l 1_'.'- 1~ 1= I1.T
Nui~crator 246.5 {(5.4} (l 1)2.~j (1 ~ 1.7) { 107.0)
Pry -.~i~~.~~, ~ ~ i:n,. ~,,,, ,:.,;rs ?'~i, ~~ 0.0 0.0 CJ.O 0.0
Sinn <~t ir~~n Diu ;~:~r tn~ l~i~t ti~~. •r~~±i,, ~,~~ii;~m~~ lu>,
year, 2 6.5 tU.n i~1.n 424.E S"Z"1:3
Avura~c ii~~uiii~ a tf_c last i_~ c ~~c::rs, uii~it~iub :use
years 49.3 4.0 4.0 85.(~ 10.5.E
i~h 11~Ll i~.' V'~1 ~1.J U~ JI .:Ofll< (~ ~~). CX~IIl C~l fi '.
~ llOI1~vTl liU~~i~~ iI31cZ~~15 G~i~J _J ~ ..i ~7._i 1 1 y.j ~~.~
Is absolute value at least ltd 1,~~ : ~; r ~~,~..~n five year
averaac No No i~'o Nc~ No
Numeratoruscd ?"~ ; b5.-+ IC)2.(~ 131.7 '{)7.0
The Company's pal i_ :;- < <~==~` ~ ~ ~~~ -~~~` ~ ~'
person I i .7 13.9 1?.5 12.4 I i .1
Retatrv~ ~~_ ~~ _ 1_.~~' _ .~ _
~3°Ili ~l l.alii: t~ luau ~?c:i .:C171~.~c ,c. ~.. ..~7.. :-.1.'"~ .~.~,~ .. '. ~4
~~1 ~s~~t'1C3 ~..ifT..
;Tn'vfillions ~f L'S I3oltars~
`~01~ 2013 2012 2011
I'i~~ ~ ,~~r,r,r ;n ,. ;~~~cri i ~ ;:;;;1 ,. ..~ _. _ ~ i. ,lc . ~~i ~ ~~n.gin: 1 i ~, ti !i'~_

ow; °c~. t~ei~~on
The i ,~ :~ i ~ ' .~
!'.~~I i.~ . ~'.~ .i~l.r-
5igniYicance Test perc~n~age
xa~e ~-DGftiv)(w) Mesa:
~i~l~~~ ,,~ii~. ~~tC, l.~ .~_.
~voncontrpiling interests
Subtotal
Computational Note 1
The (i~n;~~,~ ~ ~u °n ~,;~ i:_~-: ir:~~,rr;~ cat' _ «<! ~`~ ~ :rc~~i.~
N~meratoi
Coy ~ .~ ~~t±'r i. << ,.,;tF=
I're c i, ~i_.~ i l,n~~ I: ~ , _i~
5~.~~u r1 i:~c~ r ~: i ~ ~~ir ;~[ 1~~ : ~~~t~r- ~~n_itt n _ 1;,;~ ~.c:~r;
tl~ ,laic ~.-;ilue oi~ ini~~,rr.e l] ,ti,~, cx~lurlin;= .ii ~~n~;t~ ~ll„~"
'-ilCr~'_;[5
'Thy ~ ~ •,.u., ~ ,~r_~.~~~~ ~ ~ ~ „ r-. r, _r~~ ~ .. ~ ~~~~~<on
.~l,ii~~ r;ci~~r_i_,<.
~ignilicance test percentage3(~9b. -~. ~ ~.;:~i6~.'~,74513
~ii.i~`ri~.t~7oGi1.Ci~io:'v.ii;c
!4~1~`~3.`! !.l i?~iS y.~.
_~.'=!{ilk
-i.~~~~ ~~~.9)
00000
246.5(51:3){39.5j' i 1'?.?;(959
1_~.AIJ_~Ii.% t.l~~.0~
246.5(67.i)(lOS.2)(123.4)(95.9)
246.5U.0! ` (i0.00.0
+~~._l ~i~1iii~,~=.i
~~~h.~~ 1 _~,~~_>11'x_;~;_y
NoNoi~'oNoNo
46.567.11fl5.?123:39~.9
f3.I75.615.74.1(3.8)
~._~I_'_...._ __ ~'-',__,~.'~.
isasca ou me caicutanons ai~ove, Tne ~omt ven~ures exceeu;;a one s~gri~i~cance. ~eve~ ui ~v rn i~~r ~vl~+.
Disct~ssiori
For the following reasons the~Company respectfully requests the Staff to provide a waiver from the
requirements in Rule 3-fJ9 to include the separate audited financial statements fi r the Joint Ventures fat the year
ended December 31, 201:
1. Based upon the calcut~tions autlined abo~~e, the Joint Ventures are considered to be significant for the
purposes of Rile 3-~9. However, the level of significance is impacted by the method of calculation rather
than an actual increase i~sazet~r importance of the Joint Ventures relative to fhe size of the Company and its
subsidiaries ta~.en as a wholz...The Company believes shat the st~~ict application of ~t~e significance tuts,
particularly the prohibi#inn fln.averaging in loss years, results in an anomalous presentation of infurmaCio~t
that is unlikely to by pzesen ed in future periods with respect to the Company and its subsidiaries on a
coi3solidated basis. In 2t3I4, tf~e tanker shipping market improved and as a result the net loss applicable to the
company and its subsidiaries was reduced to :~f51.5) million compared to the preyzous years ~f losses around
a(10~j million and more. The required omission of loss years from tfie 5 yeaz' avez~ge c.ilculation t'esults in
the situation ti~at t11e abs~~ute value ~f the loss of the year 2014 is not at.least 1(}% lo~f~er titan the S year
a~~exa~e and cons~quzntly, that the 5 .year average should nc~t b~ used as Otte denr~mi~iator.
2. Tha Company advises the Staff that it experiancad significant growth during the year ended December 3t,
2Qi4, consisting of investments in excess of USD$1,2 billion and the acquisition of 27 additional
vessels, This resulfied in a significant reduction of the it;i~aztaz~ce of the Joint Ventures based on the overall
increased size of the Company and. its subsidiaries taken as a whole.
3. The Company also. performed the significance tests based on the financial results for the nine months ended

September' 3fl, 2015 aild _lie }ears eiticed liecembe~ 31, X013, ?r)12 a31d Zi;l i, ~x:Iiich co.i~rms ~l~aY tk~e 14 nt
~ent~res v,~~uici riot be considered signi~icant for pm~poses of Rule 3-09 ioi thc~sc ~~erioc3s ~~risented_ Irz
addition, bas~ci en the increase in t11e size of the Company described in (2} above; ii is un:ike2y tF~~t the J4i~t
Veiibsr~s ~i~ould be sig~ii~icant for pui-~>ose~ of Rule 3-09 ,rozng i~rwar~.
~. Lastly, she Company believes that the disclosure of separate audited financial statements cf the Joint Ventut'es
,,=,~olild not be hei_pfi~1_ to investo?~s since the 1ev~1 of the, C~?n?p~ivs in;~c.stn~ents irl t?~e Jnitzt Ventuz'es is
i~lsigrlificant relative to the overall sine oz the Company:
'Z'l~e Cot~pany acia~o~vle~lges ~l~at ii is responsible far the adequacy a~~d accuracy cif the discl~s~zre in the
~iiing; Staff coi~3tnents or changes to tI~a dzsclosnre in response Staff comments dt~ got ft~recic~se tkxe ~axnmission
f~-~m taicina any lotion with respect to the filing; and the Company may not assert Staff con7znen#s as ~ de~~t~se in
'any proceeding initiated by tha Coi~zmission or any~person uirder the fed~rai securities laws of the Unir~d:Sfates.
'fie waiild greatly appreci~fe the Staffs r~porise to the request contained in t1us Ietter at its earliest
ct~nyenze~ce, If you leave any questions or cominen4s GOncerning this letter, please feel $~e to contact tha
undersig~ed~t (212) 57~-1223or~.eithBiilotti, Esq. at {2I2) 574-1274.
Very truly yours,..
~E~~IAP.D & KISSEL, LI::P
Y
Gar, J. Wo e, Esy.

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE
        February 5, 201 6

Via facsimile
Mr. Gary J. Wolfe, Esquire
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004

  Re: Euronav NV  (“Euronav”)
Form 20 -F for Fiscal Year Ended December 31, 2014
Filed April 30, 2015
Response Dated January 15, 2016
   File No.: 001-36810

Dear Mr.  Wolfe ,

We received your letter  dated January 19 , 2016, which you provided in response
to staff comments , requesting  that the Staff waive  the requirements under Rule 3 -09 of
Regulation S -X to include in its Form 20 -F for the year ended December 31, 2014 the
separate financial statements for Ti Africa Ltd. (“Ti Africa”) and Ti Asia Ltd (“Ti
Asia”).   We note that both Ti Africa and Ti Asia did not exceed  20% significance for
prior years.  In addition,  Euronav has made $1.2 billion of acquisition s of assets  during
2015 , and it does not expect to meet 20% significance for the applicable tests  pursuant to
Rule 1 -02(w)  of Regulation S -X for the ye ar ended December 31, 2015.

Based on the information  provided in your letter, we will not object to your
request .  However, should Ti Africa or Ti Asia become significant in 2015 or 2016, we
would expect Euronav to provide audited financial statements for 2014, as required by
Rule 3 -09 of Regulation S -X.

Our conclusion is  based solely on the information included in your letter .
Different or  additional material information could lead to a different conclusion.  If you
have any questions  regarding th is letter, please call me at (202) 551 -3688.

Sincerely,

        /s/ Ryan Milne

        Ryan Milne
        Associate Chief Accountant