SecProbe.io

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 CMB.TECH NV
 De Gerlachekaai 20
 2000 Antwerpen
 Belgium

 July 14, 2025

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549-7010

 Re:

 CMB.TECH NV

 Registration Statement on Form F-4 (No. 333-   288458)

 Ladies and Gentlemen:
 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933,
 as amended (the “Act”), CMB.TECH NV (the “Registrant”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern Time on July 16, 2025, or as soon thereafter as practicable.
 The Registrant is aware of its obligations under the Act.
 Should you have any questions regarding this request, please do not hesitate to contact Keith J. Billotti at (212) 574-1274 or billotti@sewkis.com of Seward & Kissel LLP,
 counsel to the Registrant.

 Sincerely,

 CMB.TECH NV

 By:

 /s/ Ludovic Saverys

 Name:

 Ludovic Saverys

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Alexander Saverys
Chief Executive Officer
CMB.TECH NV
De Gerlachekaai 20
2000 Antwerp
Belgium

 Re: CMB.TECH NV
 Registration Statement on Form F-4
 Filed July 1, 2025
 File No. 333-288458
Dear Alexander Saverys:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company 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 contact Laura Nicholson at 202-551-3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Keith Billotti
</TEXT>
</DOCUMENT>

October 29, 2024
Ludovic Saverys
Chief Financial Officer
Compagnie Maritime Belge NV
De Gerlachekaai 20, 2000
Antwerp, Belgium
Re:Compagnie Maritime Belge NV
CMB.TECH NV
Schedule TO-T filed October 23, 2024 by Compagnie Maritime Belge NV
File No. 005-89253
Dear Ludovic Saverys:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule TO-T filed October 23, 2024
General
1.Rule 14e-1(b) requires a tender offer to remain open for at least ten U.S. business days
after a change in price. We note your disclosure that “the Offeror is offering to pay
$12.66 for each Ordinary Share … reduced on a dollar-for-dollar basis by the gross
amount of any distributions by the Company to its shareholders … with a payment
date falling after the date of this Offer to Purchase and before the settlement date of
the Offers.” It appears from this statement that the offer price could change after
expiration but before settlement of the Offers. Please explain how this offer structure
is consistent with your obligations under Rule 14e-1(b), Item 4 of Schedule TO and
Item 1004 of Regulation M-A.
            We remind you that the filing persons 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 Blake Grady at 202-551-8573.

October 29, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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              Seward & Kissel llp

              ONE BATTERY PARK PLAZA

              NEW YORK, NEW YORK  10004

              WRITER’S DIRECT DIAL

              TELEPHONE:  (212)  574-1200

              FACSIMILE:  (212) 480-8421

              WWW.SEWKIS.COM

              901 K Street, NW

              WASHINGTON, D.C. 20001

              TELEPHONE:  (202) 737-8833

              FACSIMILE:  (202) 737-5184

              March 1, 2024

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street N.E.

    Washington, DC 20549

    Attention: Tina Chalk and Blake Grady

              Re:

              Euronav NV

              Schedule 14D-9 filed February 14, 2024

              File No.: 005-89253

    Dear Ms. Chalk and Mr. Grady:

    This letter sets forth the response of Euronav NV (the “Company” or “Euronav”) to the
      comment letter dated February 22, 2024 (the “Comment Letter”) and additional comments you provided to us by telephone on February 29, 2024 (together with the Comment Letter, the “Comments”) of the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission with respect to the Company’s Schedule 14D-9 (as may be amended prior to the date hereof, the “Statement”) filed February 14, 2024, via EDGAR.

    The Company has today filed via EDGAR this letter, together with its amended Statement (the “Amendment

        No. 2”), which responds to the Staff’s comments contained in the Comments.

    Capitalized terms used in this letter that are not otherwise defined herein have the meanings
      ascribed to them in the Statement.

    The following numbered paragraph corresponds to the numbered paragraph in the Comment Letter.

    General

              1.

              Rule 14e-2(a) requires Euronav to express a position on the Offers by stating that it recommends acceptance or
                rejection, expresses no opinion and is remaining neutral or is unable to take a position with respect to the Offers. In each case, Euronav must explain the reasons for its position. We note your statement that the Supervisory Board “has
                unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should
                tender their Ordinary Shares in the Offers.” Please revise this statement (and other similar statements throughout the Schedule 14D-9) to expressly state Euronav’s position with respect to the Offers and to explain the reasons for its
                position.

     In response to the Staff’s comment, in Amendment No. 2, the Company has revised the
      disclosure throughout the Schedule 14D-9, including the disclosure as set forth in “Item 4. The Solicitation or Recommendation.”

    If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212)
      574-1274.

            Very truly yours,

            SEWARD & KISSEL LLP

              By:    /s/ Keith J. Billotti

                               Keith J. Billotti, Esq.

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              Seward & Kissel llp

              ONE BATTERY PARK PLAZA

              NEW YORK, NEW YORK  10004

              TELEPHONE:  (212)  574-1200

              FACSIMILE:  (212) 480-8421

              WWW.SEWKIS.COM

              901 K STREET, N.W.

              WASHINGTON, D.C. 20001

              TELEPHONE:  (202) 737-8833

              FACSIMILE:  (202) 737-5184

            February 26, 2024

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street N.E.

    Washington, DC 20549

    Attention: Tina Chalk and Blake Grady

            Re:

            Euronav NV

            Schedule 14D-9 filed February 14, 2024

            File No.: 005-89253

    Dear Ms. Chalk and Mr. Grady:

    This letter sets forth the response of Euronav NV (the “Company” or “Euronav”)

      to the comment letter dated February 22, 2024 (the “Comment Letter”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Schedule 14D-9 (the “Statement”)

      filed February 14, 2024, via EDGAR. Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the Statement.

    The following numbered paragraph corresponds to the numbered paragraph in the
      Comment Letter.

    General

            1.

            Rule 14e-2(a) requires Euronav to express a position on the Offers by stating that it recommends acceptance or
              rejection, expresses no opinion and is remaining neutral or is unable to take a position with respect to the Offers. In each case, Euronav must explain the reasons for its position. We note your statement that the Supervisory Board “has
              unanimously recommended that holders of Ordinary Shares who are aligned with Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that holders of Ordinary Shares who do not embrace Euronav’s new strategy should
              tender their Ordinary Shares in the Offers.” Please revise this statement (and other similar statements throughout the Schedule 14D-9) to expressly state Euronav’s position with respect to the Offers and to explain the reasons for its
              position.

    Under Rule 14e-2(a), a company is required to provide to security holders a statement disclosing
      that the subject company (1) recommends acceptance or rejection of the bidder’s tender offer, (2) expresses no opinion and is remaining neutral toward the bidder’s tender offer or (3) is unable to take a position with respect to the bidder’s tender
      offer. The subject company is also required to indicate the reason(s) for the position disclosed. Item 4 of Schedule 14D-9 requires that the subject company furnish the information required by Item 1012(a) through (c) of Regulation MA and paragraph
      (a) of such item requires a statement as to “whether the filing person is advising holders of the subject securities to accept or reject the tender offer or to take other action with respect to the tender offer and,

      if so, describe the other action recommended.” (Emphasis added.)

    The Supervisory Board desired to provide a unanimous recommendation that would send a strong, clear
      message to the Company’s shareholders with regard to the Offers. It recommended that the Offers be accepted by investors that are aligned with Euronav’s new strategy and recommended that the Offers not be accepted by investors who do not embrace
      Euronav’s new strategy.

    The Supervisory Board stated in its unanimous recommendation that it considered, among other things,
      the Offer Price and CMB’s strategic plans for the Company. With respect to the Offer Price, in the Statement the Supervisory Board highlighted the fact that the Offer Price, of $17.86, was based on the price that CMB paid for Ordinary Shares in the
      Share Purchase (which was in turn based on the adjusted net asset value (“NAV”) of Euronav as of September 30, 2023). With respect to the strategic plans for the Company, in the Statement the Supervisory Board set forth CMB’s strategic plans for
      Euronav in detail, including making Euronav the reference platform for sustainable shipping.

    The Supervisory Board’s recommendation to accept the offer under certain circumstances and to reject
      the offer under other circumstances is accepted as a recommendation for the purposes of compliance with the Belgian Code of Companies and Associations (the “Belgian Code”).  This form of recommendation was set forth in the Response Memorandum dated
      February 13, 2024, by the Supervisory Board, which was submitted to and approved by the Belgian Financial Services and Markets Authority. In addition, Rule 14e-2 also would not necessarily prohibit a recommendation in the form provided by the
      Supervisory Board.

    The Supervisory Board believes that its recommendation is appropriate in light of the need to
      balance both U.S. and Belgian Code requirements and that its recommendation meets the disclosure based intent of Rule 14e-2. Accordingly, the Company believes that the recommendation meets the requirement of both Rule 14e-2 and the Belgian Code and
      that no revision of the recommendation in the Statement is required.

    If you have any questions or comments concerning this letter, please feel free to contact the
      undersigned at (212) 574-1274.

            Very truly yours,

            SEWARD & KISSEL LLP

            By:    /s/ Keith J. Billotti

                      Keith J. Billotti, Esq.

United States securities and exchange commission logo
February 22, 2024
Ludovic Saverys
Chief Financial Officer
Euronav NV
De Gerlachekaai 20
2000 Antwerp
Belgium
Re:Euronav NV
Schedule 14D-9 filed February 14, 2024
File No. 005-89253
Dear Ludovic Saverys:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Defined terms used herein have the same meaning as in your filing.
Schedule 14D-9 filed February 14, 2024
General
1.Rule 14e-2(a) requires Euronav to express a position on the Offers by stating that it
recommends acceptance or rejection, expresses no opinion and is remaining neutral or is
unable to take a position with respect to the Offers. In each case, Euronav must explain
the reasons for its position. We note your statement that the Supervisory Board “has
unanimously recommended that holders of Ordinary Shares who are aligned with
Euronav’s new strategy should not tender their Ordinary Shares in the Offers, and that
holders of Ordinary Shares who do not embrace Euronav’s new strategy should tender
their Ordinary Shares in the Offers.” Please revise this statement (and other similar
statements throughout the Schedule 14D-9) to expressly state Euronav’s position with
respect to the Offers and to explain the reasons for its position.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameLudovic Saverys
 Comapany NameEuronav NV
 February 22, 2024 Page 2
 FirstName LastName
Ludovic Saverys
Euronav NV
February 22, 2024
Page 2
            Please direct any questions to Blake Grady at 202-551-8573 or Tina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

February 6, 2020
Hugo De Stoop
Chief Executive Officer
Euronav NV
De Gerlachek aai 20
2000 Antrwerpen
Belgium
Re:Euronav NV
Form 20-F for the fiscal year ended December 31, 2018
Filed on April 30, 2019
File No. 001-36810
Dear Mr. De Stoop:
            We have completed our review of your filing.  We remind you that the company 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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              Seward & Kissel llp

              ONE BATTERY PARK PLAZA

              NEW YORK, NEW YORK  10004

              TELEPHONE:  (212)  574-1200

              FACSIMILE:  (212) 480-8421

              WWW.SEWKIS.COM

              901 K STREET, NW

              WASHINGTON, D.C. 20001

              TELEPHONE:  (202) 737-8833

              FACSIMILE:  (202) 737-5184

      January 21, 2020

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

              Brian McAllister

              Raj Rajan

               Re:

              Euronav NV

              Form 20-F for the fiscal year ended December 31, 2018

              Filed on April 30, 2019

              File No. 001-36810

      Dear Mr. McAllister,

      We refer to the annual report on Form 20-F for the fiscal year ended December 31, 2018 filed by Euronav NV (the “Company”) with the Securities and
        Exchange Commission (the “Commission”) on April 30, 2019 (the “Annual Report”).  By letter dated December 26, 2019 (the “Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments to the Annual Report.  The
        Company’s responses to the Comment Letter are set forth below with each Company response prefaced by the exact text of the Staff’s corresponding comment in bold text.

    Form 20-F for the fiscal year ended December 31, 2018

    Item 5. Operating and Financial Review Prospects

    Critical Accounting Policies

    Calculation of Recoverable Amount, page 85

              1.

              We note in determining the recoverable amount of your tankers, you make several assumptions about your future performance and develop estimates of future cash flows.  We note that in the
                past you used a fixed cut of 10 years to define a shipping cycle and 10 year historical average spot freight rates as forecast charter rates.  However, in 2018, you define a shipping cycle to include the past 20 years and use forecast
                charter rates based on a weighted average of the past and ongoing current shipping cycle.  You state that when using 10 year historical charter rates in your impairment analysis, it indicated that an impairment is required for of the tanker
                fleet in the amount of $47.9 million in 2018.

    Please address the following:

    •  Please explain in detail the
        new methodology, the basis for the new forecasted cycle and related assumptions used in 2018, why it is preferable and the underlying reasons for the change.

    •  Please explain how the recoverable amount determined under the new methodology using a longer shipping cycle is more reliable and
      represents management’s best estimate of the range of economic conditions that will exist over the remaining useful life of the tanker fleet.

    •  Considering
          significant volatility and declines in charter rates in recent years, tell us how using the last 20 years for a shipping cycle provides management the ability to give more weight to recent and current market experience than a 10 year period.

      SEC Question 1: Explain in detail the new methodology, the basis for the new forecasted cycle and related assumptions used in 2018, why it is preferable and the underlying reasons for the change.

    Underlying reasons for the change and preferability

    The Company’s policy since 2010 was to use the 10-year average historical spot freight rates in its impairment model, while at the same time disclosing the potential impact
      of the alternative using either the 5 and 1-year rates.

    During Q2 2018, the Company determined that the existing impairment assessment model had become disconnected from observable trends and no longer met the requirements of IAS
      36, so it was considered preferable to introduce a revised model.

    Since the Company’s listing on NYSE and becoming subject to the U.S. Securities Exchange Act of 1934 reporting and registration requirements, the Company has disclosed the
      following in its annual report on form 20-F:

            Potential impairment based on:

            10-year average

            5-year average

            1-year average

            Capital gain/(loss) on disposals

            2014

            -

            952.0M

            103.7M

            5.7M

            2015

            -

            123.3M

            -

            5.3M

            2016

            -

            -

            -

            50.4M

            2017

            -

            5.7M

            427.3M

            15.5M

            2018

            47.9M

            -

            92.7M

            15.9M

    IAS 36.9 defines an impairment loss as the amount by which the carrying amount of an asset or a cash-generating unit (CGU) exceeds its recoverable amount.  The recoverable
      amount of an asset is defined as the higher of its fair value less cost of disposal and its value in use. Individual vessels are deemed to constitute a CGU unless they are operated in a net revenue sharing pool.

    The Company also presents in the table above its actual disposal experience as a potential indicator as to whether our impairment assessment model was reliable. The actual
      disposal experience indicates that the Company has been able to sell its older tonnage at a price close to or above its carrying value.

    The Company advises the Staff that it has always attempted to establish its impairment methodology in the most objective manner and to use assumptions that are objective and,
      to the greatest extent possible, observable in the market or provided by independent third parties, which was the case again in 2018.

    Under IAS 36.33, in measuring value in use, an entity shall base cash flow projections on reasonable and supportable assumptions that represent the Company's best estimate of
      the range of economic conditions that will exist over the remaining useful life of the asset. Greater weight shall be given to external evidence. The principal input to the impairment methodologies, both new and old, is the freight rates that are
      observable in the market.

    Spot freight rates have historically been driven by the demand and supply of oil, the ton miles required to transport that oil, the vessel supply and geopolitical events such
      as sanctions and the threat of war. This leads to volatility, that impacts the historic rates in a manner that might not reflect the true expectations of the Company’s ability to recover the value of its vessels over a 20-year useful life with the
      use of a simple average rate.

    The Company has observed over time that the reliability of 10-, 5- and 1-year rate is dependent on whether particular years with special events (a high performing or
      distressed year) come into or drop out of the calculation. This impact implies that the average rate at a reporting date can benefit from or be penalized by the addition or subtraction of a particular year independently from market expectations of
      the performance of a vessel over its remaining useful life.

    When determining the recoverable amount, the Company reviews its methodology and parameters and evaluates whether those are still appropriate given the market, and the
      Company’s view of the expected evolution of the rates over the remaining useful life of the vessels.

    Developing an estimate for future TCE1 over the remaining life of each vessel is complex considering the volatility in the shipping market. However history has
      shown that rates evolve on a cyclical basis over the useful life of a vessel, and after bad years, peaks or good rates follow. The Company has therefore resorted to a measure generally retained in the shipping industry which is to look at historical
      TCEs as a basis to estimate the recoverable amount.

    When the Company first designed its impairment assessment model in 2010, taking into account the life of the vessels and the prevailing macroeconomics trends, the Company
      used historical TCEs as an indication of future TCEs. The Company sought to add robustness to this measure by electing (1) an external data source provider for historical TCEs – namely Clarksons2 (the largest international ship broker) and
      (2) a 10-year range. Considering a 10-year average for a shipping cycle seemed at that time to be a generally agreed duration of a shipping cycle in the industry, capturing the peaks and troughs in the shipping market.

    During 2018, the Company noticed an increase in the fair market values of the vessels throughout the year. Over 2018, the fair market value of the Company’s vessels increased
      by 7.6% as estimated by reputable third party brokers such as Clarksons and Braemar. In addition, several analysts forecasted the bottoming out of the rate crisis, as evidenced by a strong market in Q4 2018 and early 2019 with TCEs around or above
      USD 35,000/day for a VLCC, well above break even for impairment purposes. This positive outlook contrasted sharply with the drop in the 10-year average TCE rate over 2018, caused by the exceptional year 2008 dropping out of the average. The graph
      below shows the valuation of the Company’s fleet over the course of 2018 according to vesselvalues.com compared to the calculated 10 year average daily TCE based on the daily TCE rates as provided by Clarksons.

      1  Time Charter Equivalent is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's
        performance despite changes in the mix of charter types under which the vessels may be employed between the periods. The  standard method to compute TCE is to divide voyage revenues ( net of expenses) by available days for the relevant time period.
        Expenses primarily consist of port, canal and fuel costs.

      2  Clarksons is an independent internationally recognized provider of integrated shipping services and shipping broker including historical Time Charter
        Equivalent rates (TCE). Clarksons TCE rates have been proven to be consistent and a good proxy – https://www.clarksons.com

    Applying the previous impairment model would have resulted in an impairment loss of $47.9 million as of December 31, 2018. When it performed its impairment
      assessment in February/ March 2019, the Company expected as part of the evolution of freight rates an increase in the TCE rates during Q1 and Q2 2019, based  on what was observable at the time and as a continuation of the higher rates observed in Q4
      2018, which would have led to a partial reversal of that loss in Q1 2019 as IAS 36.110 requires the Company to assess at each reporting period whether there is an indication that an impairment loss recognized in prior periods for an asset other than
      goodwill no longer exist or may have been decreased.

    As of December 2018, the Company in accordance with IAS 36.111 considered the following indications that could lead to the conclusion that an impairment
      loss had decreased or no longer existed:

              o

              External information:

              ◾

              the Company noted that TCE rates were increasing significantly from Q4 2018 and market expectations at that time was that the TCE rates were expected to further increase significantly during 2019 to an
                expected new peak in 2020; and

              ◾

              This was reflected in the increase in the fair value of the vessels as provided by Clarksons and Braemar (see chart above).

              o

              External information: while in previous periods the 10-year average TCE rates included at least two complete cycles, the 2018 10-year average TCE rate only included one complete cycle with
                longer periods of low TCE rates (before and after the peak in 2015). Based on its experience, the Company has observed that over its life, a vessel goes through multiple cycles and as the Company has historically generated gains (on
                average) on the sales of its older vessels, the Company concluded that considering only one cycle, albeit the most recently completed one, did not provide an appropriate reflection of either its historical experience or of the long-term
                expectations of the market at that time. The Company refers the Staff to the further analysis below.

              o

              Internal information: certain vessels had contracted TCE rates for voyages in Q1 and Q2 2019 which were higher than the average TCE rates calculated using the impairment model using a 10-year average showing
                that freight rates had bottomed out while the 10-year average TCE continued to decline.

    IAS 36.114 requires the Company to reverse the impairment loss recognized in prior periods for an asset when there has been a change in the estimates to
      determine the recoverable amount and the carrying value of the vessels shall be increased to their recoverable amount. The change in estimate relevant for IAS 36.114 is the significant expected increase in TCE rates, which aligned with the observable
      increase in vessel fair value.

    The foregoing points led management to conclude as of December 31, 2018 that the impairment assessment model using the 10-year average historical TCE
      rates might not be an appropriate basis anymore to estimate the future TCE rates and that the previous impairment assessment model was no longer compliant with the IAS 36.33 requirement that the cash flows should represent the Company’s best estimate
      of the range of economic conditions that will exist over the remaining useful life of the asset.

    Basis for the 20-year forecast cycle and related TCE assumption

    The following is a detailed explanation of how the Company conducted its analysis:

    The above chart shows the annual average achieved TCE day rates as published by Clarksons, and eliminates the seasonality within a year. It shows that the rates are very
      volatile with highs of almost USD 100,000/day to lows below USD 20,000/day.

    In order to determine the duration of a cycle, the Company took the position that a cycle started with a peak and ended the year before the next expected peak, so as to avoid
      doubling counting peaks.3 As a result, the start of a cycle is defined in the following years: 2000, 2004, 2008 and 2015. The Company identified also a cycle from a low to the next low, but this is less robust as several lows in one cycle
      or a longer period of low rates can be observed, which are not in line with our expectations of the financial performance of a vessel over its useful life. However, this information was considered in the sensitivity analyses which are further
      detailed below.

      This analysis results in 4 observable cycles since 2000, extending from a period of 4 years (2 cycles) to a period of 7 years (1 cycle). The longer period of the third cycle, between 2008 and
        2014 was caused by the combined effect of the 2008 financial crisis, credit constraints and the delivery of new builds at the beginning of the decade. This observable cyclicality demonstrates why the 10 year average over time became a less accurate
        reflection of shipping cycles: in previous years, a 10-year average covered two peaks whereas the last 10 years as of December 31, 2018 would only consider the peak in 2015 and the depressed years before and after that peak. In particular, at the
        end of 2018 the Company strongly believed that a surge in rates would take place in the years to come, with both temporary and long terms factors being the cause. One “permanent” factor was IMO 2020, which would affec

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            Seward & Kissel llp

            ONE BATTERY PARK PLAZA

            NEW YORK, NEW YORK  10004

            TELEPHONE:  (212)  574-1200

            FACSIMILE:  (212) 480-8421

            WWW.SEWKIS.COM

            901 K STREET, NW

            WASHINGTON, D.C. 20001

            TELEPHONE:  (202) 737-8833

            FACSIMILE:  (202) 737-5184

              December 30, 2019

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

                Attention:

                  Brian McAllister

                    Raj Rajan

                Re:

                  Euronav NV

                    Form 20-F for the Fiscal Year Ended December 31, 2018

                    Filed April 30, 2019

                    File No. 001-36810

      Dear Mr. McAllister:

      I refer to your telephone conversation on December 30, 2019 with Mr. Edward S. Horton of Seward & Kissel LLP.  This confirms that Euronav NV
        has until January 20, 2020 to file its response to the Staff’s comment letter dated December 26, 2019.

      Please feel free to let me have any questions or comments at (212) 574-1274.

              Sincerely,

              Keith J. Billotti

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    EURONAV NV

    DE GERLACHEKAAI 20

    2000 ANTWERPEN

    BELGIUM

            December 27, 2019

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

              Attention:

                Brian McAllister

                  Raj Rajan

              Re:

                Euronav NV

                  Form 20-F for the Fiscal Year Ended December 31, 2018

                  Filed April 30, 2019

                  File No. 001-36810

    Ladies and Gentlemen:

    Euronav NV (the “Company”) submits this letter in connection with the comments from the staff of the Securities and Exchange Commission
      received by letter dated December 26, 2019 (the “Comment Letter”) relating to the above referenced filing.

    The Company respectfully requests an extension of time until January 20, 2020 to respond to the inquiries contained in the Comment Letter.

    Please do not hesitate to contact me with any concerns you may have regarding the timetable described above.  Thank you for your consideration.

            Very truly yours,

            EURONAV NV

            By:

              /s/ Egied Verbeeck

            Name:

            Egied Verbeeck

            Title:

            General Counsel

December 26, 2019
Hugo De Stoop
Chief Financial Officer
Euronav NV
De Gerlachek aai 20
2000 Antrwerpen
Belgium
Re:Euronav NV
Form 20-F for the fiscal year ended December 31, 2018
Filed on April 30, 2019
File No. 001-36810
Dear Mr. De Stoop:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2018
Item 5. Operating and Financial Review Prospects
Critical Accounting Policies
Calculation of Recoverable Amount, page 85
1.We note in determining the recoverable amount of your tankers, you make several
assumptions about your future performance and develop estimates of future cash flows.
We note that in the past you used a fixed cut of 10 years to define a shipping cycle and 10
year historical average spot freight rates as forecast charter rates.  However, in 2018, you
define a shipping cycle to include the past 20 years and use forecast charter rates based on
a weighted average of the past and ongoing current shipping cycle.  You state that when
using 10 year historical charter rates in your impairment analysis, it indicated that an
impairment is required for of the tanker fleet in the amount of $47.9 million in 2018.
Please address the following:

•Please explain in detail the new methodology, the basis for the new forecasted cycle

 FirstName LastNameHugo  De Stoop
 Comapany NameEuronav NV
 December 26, 2019 Page 2
 FirstName LastName
Hugo  De Stoop
Euronav NV
December 26, 2019
Page 2
and related assumptions used in 2018, why it is preferable and the underlying reasons
for the change.
•Please explain how the recoverable amount determined under the new methodology
using a longer shipping cycle is more reliable and represents management’s best
estimate of the range of economic conditions that will exist over the remaining useful
life of the tanker fleet.
•Considering significant volatility and declines in charter rates in recent years, tell us
how using the last 20 years for a shipping cycle provides management the ability to
give more weight to recent and current market experience than a 10 year period.

Please refer to paragraphs 33 to 38 of IAS 36 for further guidance and revise your
disclosures as necessary.
            We remind you that the company 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.
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Euronav NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

May 8, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-7010

Re:

Euronav NV

Registration Statement on Form F-4 (No. 333-223039)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the "Commission") on February 14, 2018, as thereafter amended, be accelerated so that it will be made effective at 3:00 p.m. Eastern Time on May 10, 2018, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

The undersigned registrant is aware of its obligations under the Act.

Should you have any questions regarding this request, please do not hesitate to contact Gary J. Wolfe at (212) 574-1223 or Keith J. Billotti at (212) 574-1274 of Seward & Kissel LLP, counsel to the undersigned registrant.

Yours faithfully,

EURONAV NV

By:

/s/ Patrick Rodgers

Name:

 Patrick Rodgers

Title:

Chief Executive Officer (Principal Executive Officer)

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May 4, 2018

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Attention: Susan Block, Attorney Advisor

 Re: Euronav NV

Amendment No. 2 to the Registration
Statement on Form F-4

Filed: April 23, 2018

File No.: 333-223039

Dear Ms. Block:

Reference
is made to the registration statement on Form F-4 (the “Registration Statement”) of Euronav NV (the “Company”
or “Euronav”) that was initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on February 14, 2018. By letter dated March 13, 2018 (the “First Comment Letter”), the staff (the “Staff”)
of Commission provided the Company with its comments to the Registration Statement. The Company’s first amended registration
statement on Form F-4 (the “First Amended Registration Statement”), which responded to the Staff’s comments
contained in the First Comment Letter, was filed with the Commission on March 30, 2018. By letter dated April 11, 2018 (the “Second
Comment Letter”), the Staff provided the Company with its comments to the First Registration Statement. The Company’s
second amended registration statement on Form F-4 (the “Second Amended Registration Statement”), which responded
to the Staff’s comments contained in the First Comment Letter, was filed with the Commission on April 23, 2018. By telephone
call on April 26, 2018, the Staff advised the Company that the Staff had no further comments on the Second Amended Registration
Statement.

The Company
has today filed via EDGAR this letter together with its third amended registration statement on Form F-4 (the “Third Amended
Registration Statement”). Capitalized terms used in this letter that are not otherwise defined herein have the meanings
ascribed to them in the Third Amended Registration Statement. The Third Amended Registration Statement has been revised for the passage of time since the
filing of the Second Amended Registration Statement.

If you have any questions
or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223 or Keith Billotti at (212) 574-1274.

    Very truly yours,

    SEWARD & KISSEL LLP

    By:

         /s/ Gary J. Wolfe

    Gary J. Wolfe, Esq.

CORRESP
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April 23, 2018

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Attention: Susan Block, Attorney Advisor

 Re: Euronav NV

Amendment
No.1 to the Registration Statement on Form F-4

Filed:
March 30, 2018

File
No.: 333-223039

Dear Ms. Block:

Reference
is made to the registration statement on Form F-4 (the “Registration Statement”) of Euronav NV (the “Company”
or “Euronav”) that was initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on February 14, 2018. By letter dated March 13, 2018 (the “First Comment Letter”), the staff (the “Staff”)
of Commission provided the Company with its comments to the Registration Statement. The Company’s first amended registration
statement (the “First Amended Registration Statement”) on Form F-4, which responded to the Staff’s comments
contained in the First Comment Letter, was filed with the Commission on March 30, 2018 via EDGAR. This letter sets forth the response
of the Company to the Staff’s comment letter dated April 11, 2018 (the “Second Comment Letter”) with respect
to the First Amended Registration Statement. The Company has today filed via EDGAR this letter together with its second amended
registration statement on Form F-4 (the “Second Amended Registration Statement”), which respond to the Staff’s
comments contained in the Second Comment Letter.

Capitalized
terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the Second Amended Registration
Statement. The following numbered paragraphs correspond to the numbered paragraphs in the Second Comment Letter.

Risk Factors, page 30

 1. We note your revised disclosure on pages 30 and 31 regarding Gener8’s risk of breach of
financial covenants. If there is a current risk that you may not be able to maintain one of your financial covenants, please show
how you currently meet the financial covenant versus what is required, so that investors can assess the risk. Please also disclose
here the aggregate amount of Generate8 indebtedness that could be declared immediately due and payable in the event that Gener8
is unable to obtain the necessary waivers. In addition, to the extent that you have not yet obtained such consents and waivers,
please summarize and address this risk in your “Summary” section, including, if true, the possibility that Gener8’s
lenders may seek to foreclose on their collateral, which includes all of Gener8’s vessels, if a default occurs, and address
whether obtaining these waivers and consents is a condition of the merger. To the extent that it is, please disclose whether it
is a waivable condition. Please also discuss generally the risk of a potential breach of these financial covenants as it relates
to the consummation of the merger.

U.S. Securities and Exchange Commission

April 23, 2018

Page 2 of 3

In
response to the Staff’s comment, the Company has revised the disclosure in the Second Amended Registration Statement
under the heading “Risk Factors” and has included supplemental disclosure in the “Summary” section
and under the heading “Information About Gener8—Recent Developments” to disclose (i) how Gener8 currently
meets its financial covenants versus what those covenants require, (ii) the aggregate amount of Gener8 indebtedness that
could be declared immediately due and payable upon an event of a default occurring, (iii) the possibility that Gener8’s
lenders may seek to foreclose on their collateral, which includes substantially all of Gener8’s assets, including all
of Gener8’s vessels, if a default occurs, and (iv) how a potential breach of Gener8’s financial covenants relates
to the consummation of the Merger, including the fact that, while Euronav’s obligation to effect the Merger is not
subject to Gener8 obtaining any waivers or amendments, such obligation of Euronav is subject to a material adverse effect
with respect to Gener8 not having occurred, which condition Euronav may waive to the extent permitted by law.

The Special Meeting, page 38 Voting by Directors
and Executive Officers, page 39

 2. We note your response to our prior comment 5 that all of the current directors and executive
officers of Gener8 other than Mr. Nicolas Busch are parties to the Voting Agreement and that Mr. Busch owns less than 1% of the
outstanding shares of Gener8. However, this statement seems inconsistent with the revised disclosure on page 39 that states that
“[a]pproximately 4.30% of the outstanding common shares of Gener8 entitled to vote are owned (directly and indirectly) by
directors, executive officers and their affiliates that are not parties to a Voting Agreement or Proxies.” Please revise
for consistency and clarity.

In response to the Staff’s
comment, the Company has supplemented the disclosure in the Second Amended Registration Statement under the heading “The
Special Meeting—Vote Required” to clarify that Navig8 Limited, an entity with which with Mr. Nicolas Busch is affiliated,
indirectly holds approximately 4% of the issued and outstanding common shares of Gener8 and that Navig8 Limited is not party to
the Voting Agreement or the Proxies.

U.S. Securities and Exchange Commission

April 23, 2018

Page 3 of 3

The Merger, page 41

Background of the Merger, page 43

 3. We note your response to our prior comment 7. Please disclose who initially
proposed the fixed exchange ratio of 0.7272. Refer to Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A.

In response
to the Staff’s comment, the Company advises the Staff that the fixed exchange ratio of 0.7272 was not proposed or recommended
by a single transaction party. The fixed exchange ratio was ultimately derived from the final relative NAV calculations of Euronav
and Gener8, the components of and adjustments to which were negotiated by Euronav and the Gener8 Transaction Committee, with assistance
from their respective advisors, between August and October of 2017. The Company has included additional disclosure to the Second
Amended Registration Statement under the heading “The Merger—Background of the Merger” to clarify this point.

Additionally,
the Company respectfully advises the Staff that the initial NAV estimates provided by RMK on July 13, 2017 referenced in the Registration
Statement did not propose or determine the fixed exchange ratio number used for the Merger and did not constitute a report, opinion
or appraisal of RMK. The initial NAV estimates were a preliminary analytical tool used to assist Euronav and facilitate discussion
and negotiations regarding potential transaction consideration structure. As such, the Company does not believe that disclosure
of the information specified in Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A is required.

If you have any questions
or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223 or Keith Billotti at (212) 574-1274.

        Very truly yours,

        SEWARD & KISSEL LLP

        By:     /s/ Gary J. Wolfe

                   Gary
J. Wolfe, Esq.

Mail Stop 3561
April 11, 2018

Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaii 20
2000 Antwerpen
Belgium

Re: Euronav NV
  Amendment No. 1 to Registration Statement on Form F-4
Filed March 30 , 2018
  File No. 333-223039

Dear Mr. Rodgers :

We have reviewed your amended registration statement and have the following
comments.  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 registration statement and providing the
requested information.   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 reviewing any amendm ent to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our March 13, 2018  letter.

Risk Factors, page  30

1. We note your revised disclosure on pages 30 and 31 regarding Gener8’s risk of breach of
financial covenants.   If there is a current risk that you may not be able to maintain one of
your financial covenants, please show how you currently meet the financial covenant
versus what is required, so that investors can assess the risk.  Please also disclose here the
aggreg ate amount of Generate8 indebtedness that could be declare d immediately due and
payable in the event that Gener8 is unable to obtain the necessary waivers.  In addition, to
the extent that you have not yet obtained such consents and waivers, please summari ze
and address this risk  in your “Summary” section, including, if true, the possibility that
Gener8’s lenders may seek to foreclose on their collateral, which includes all of Gener8’ s
vessels, if a default occurs, and address whether obtaining these waiver s and consents is a
condition of the merger.  To the extent that it is, please disclose whether it is a waivable

Patrick Rodgers
Euronav NV
April 11, 2018
Page 2

 condition.   Please also discuss generally the risk of  a potential breach of these  financial
covenants as it relates to  the consummation of the merger.

The Special Meeting, page 38

Voting by Directors and Executive Officers, page 39

2. We note your response to our prior comment 5 that all of the current directors and
executive officers of Gener8 other than Mr. Nicolas Busch are parties to the Voti ng
Agreement and that Mr. Busch owns less than 1% of the outstanding shares of Gener8.
However, this statement seems inconsistent with the revised disclosure on page 39 that
states that “[a]pproximately 4.30% of the outstanding common shares of Gener8 ent itled
to vote are owned (directly and indirectly) by directors, executive officers and their
affiliates that are not parties to a Voting Agreement or Proxies.”  Please revise for
consistency and clarity.

The Merger, page 41

Background of the Merger, pag e 43

3. We note your response to our prior comment 7.  Please disclose who initially proposed
the fixed exchange ratio of 0.7272.  Refer to Item 4(b) of Form F -4 and Item 1015(b) of
Regulation M -A.

Please contact Sonia Bednarowski at (202) 551 -3666  or me at  (202) 551 -3210  with any
questions.

Sincerely,

 /s/ Susan Block

 Susan Block
Attorney -Advisor
Office of Transportation and Leisure

cc: Keith Billotti, Esq.
 Seward & Kissel LLP

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  March 30, 2018

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Attention: J. Nolan McWilliams, Attorney Advisor

    Re:
    Euronav NV

    Registration Statement on Form F-4

    Filed: February 14, 2018

    File No.: 333-223039

Dear Mr. McWilliams:

This letter
sets forth the response of Euronav NV (the “Company” or “Euronav”) to the comment letter
dated March 13, 2018 (the “Comment Letter”) of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Company’s registration statement on Form
F-4 (the “Registration Statement”) filed on February 14, 2018 via EDGAR. The Company has today filed via EDGAR
this letter together with its amended registration statement on Form F-4 (the “First Amended Registration Statement”),
which respond to the Staff’s comments contained in the Comment Letter.

Capitalized
terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in the First Amended Registration
Statement. The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter.

General

 1. Please provide us copies of the board books and any other materials, including presentations
made by the financial advisor, provided to the board and management in connection with the proposed transaction.

In response to the
Staff’s comment, the Company has provided to the Staff, under separate cover on a confidential and supplemental basis pursuant
to Rule 418 (“Rule 418”) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 12b-4 (“Rule 12b-4” and together with Rule 418, the “Rules”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) hard copies of the materials provided to the board of
directors and management of the Company in connection with the proposed transaction. In accordance with such Rules, such materials
have been provided together with a request that these materials be returned promptly following completion of the Staff’s
review thereof. For your convenience, a self-addressed envelope to return the supplemental information has been enclosed. Such
materials are not, and will not be, filed with or deemed to be part of the Registration Statement, including any amendments thereto.
A request for confidential treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 has also been made
by Seward & Kissel LLP on behalf of the Company.

U.S. Securities and Exchange Commission

March 30, 2018

Page 2 of 6

The Company supplementally
advises the Staff that Gener8 Maritime, Inc. (“Gener8”) has provided to the Staff through its counsel
Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”), under separate cover on a confidential and supplemental
basis pursuant to the Rules hard copies of the materials provided to the board of directors and management of Gener8 in connection
with the proposed transaction. In accordance with such Rules, such materials have been provided together with a request that these
materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not
be, filed with or deemed to be part of the Registration Statement, including any amendments thereto. A request for confidential
treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 has also been made by Kramer Levin on behalf
of Gener8.

The Company supplementally
advises the Staff that a copy of each presentation provided by UBS Securities LLC (“UBS”), Gener8’s financial
advisor, to the board and/or the transaction advisory committee of the board of Gener8 in connection with the proposed
transaction has been provided directly to the Staff by O’Melveny & Myers (“OMM”), as counsel
to UBS, on a confidential and supplemental basis pursuant to the Rules. In accordance with such Rules, such presentations have
been provided together with a request that such presentations be returned promptly following completion of the Staff’s
review thereof. Such presentations are not, and will not be, filed with or deemed to be part of the Registration Statement, including
any amendments thereto. A request for confidential treatment of such presentations pursuant to the provisions of 17 C.F.R. §200.83
has also been made by OMM on behalf of UBS.

 2. Please include the proxy card in an amendment and
mark it as a “preliminary copy” in accordance with Rule 14a-6(e)(1) of Regulation 14A.

In response to the
Staff’s comment, the preliminary proxy card has included and marked as a “preliminary copy.”

Summary, page 1

 3. Please provide a summary of the Euronav and Gener8
boards’ reasons for engaging in the merger, and provide a brief description of the potential negative and positive factors
of the merger that the boards considered.

In response to the
Staff’s comment, the Company has revised the disclosure under the heading “Summary” to include a new section
titled “Reasons for the Merger,” which contains cross references to the sections titled “The Merger—Euronav’s
Reasons for the Merger,” “Summary—Gener8 Board of Directors’ Recommendation”
and “The Merger—Gener8’s Reasons for the Merger; Recommendation of Gener8’s Board of Directors,”
respectively, for a summary of the reasons considered by the Euronav board of directors and Gener8 board of directors for
engaging in the Merger, and which sections include a description of the potential positive and negative factors of the Merger
that the respective boards considered.

Information About the Combined Company,
page 32

 4. Please disclose the average age of the Combined Fleet
after the sale of the six VLCC vessels to International Seaways.

In response to
the Staff's comment, the Company has revised the disclosure under the heading “Information about the Combined
Company—Overview” to include the average age of the Combined Fleet after the sale of the six VLCC vessels to
International Seaways.

U.S. Securities and Exchange Commission

March 30, 2018

Page 3 of 6

The Special Meeting, page 36

Voting by Directors and Executive
Officers, page 37

 5. Please disclose the percentage of outstanding shares entitled to vote held by the directors,
the executive officers and their affiliates that are not parties to the Voting Agreement or a Proxy Agreement.

In response to
the Staff's comment, the Company has revised the disclosure under the heading “The Special Meeting—Vote
Required” and made conforming changes elsewhere in the First Amended Registration Statement to clarify that all of the
current directors and executive officers of Gener8 other than Mr. Nicolas Busch are parties to the Voting Agreement and that
Mr. Busch owns less than 1% of the outstanding shares of Gener8.

The Merger, page 39 Background of
the Merger, page 41

 6. Please briefly explain why Euronav rejected the business combination with Gener8 involving an
equity investment by Company E.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger—Background of the Merger”
to explain why it rejected a potential business combination with Gener8 involving Company E.

 7. We note your disclosure on page 46 that RMK provided the initial NAV estimate for Gener8 in
connection with the potential transaction. Please provide the information required by Item 4(b) of Form F-4.

The Company respectfully
advises the Staff that the initial NAV estimates (the “Initial NAV Estimates”) for Gener8 that were provided
by RMK to Euronav on July 13, 2017 do not constitute a “report, opinion or appraisal materially relating to the transaction”
requiring disclosure of the information specified in Item 4(b) of Form F-4. The Initial NAV Estimates were a preliminary analytical
tool that were provided by RMK to Euronav’s board of directors solely for discussion purposes relating to Euronav’s
initial consideration of a potential transaction with Gener8 that would feature a fixed exchange ratio based on the companies’
respective NAVs. During the months that followed, as more fully described in the section of the proxy statement/prospectus entitled
“The Merger—Background of the Merger,” Euronav and Gener8 negotiated the NAVs of each company, including calculations
of certain components of NAV, which negotiations resulted in agreed NAVs (the “Agreed NAVs”) that ultimately
served as one of many factors considered by Euronav and Gener8 in evaluating the Merger and determining the fixed exchange
ratio. The Agreed NAVs were calculated based on fleet valuations of each of Euronav and Gener8 obtained from Clarksons Valuations
Limited and VesselValue.com, which valuations are included as Annex D to the proxy statement/prospectus, and certain financial
information contained in the financial projections of each company, which are included in the proxy statement/prospectus under
the heading “The Merger—Unaudited Prospective Financial Information.”

The Initial NAV Estimates
are referred to in the proxy statement/prospectus in order to provide shareholders with a full and complete description of the
deliberative process of Euronav’s board of directors, and not because the Company believes the Initial NAV Estimates constitute
a report or appraisals on which investors in Euronav’s shares would rely. The Company has revised its disclosure under the
heading “The Merger—Background of the Merger” to clarify that the Initial NAV Estimates were provided by RMK
as an internal document to assist Euronav management in its preliminary discussions with Gener8 in connection with a potential
strategic transaction.

U.S. Securities and Exchange Commission

March 30, 2018

Page 4 of 6

Based on the foregoing
reasons, the Company believes that no further information under Item 4(b) of Form F-4 is required to be included
in the First Amended Registration Statement.

 8. We note that Euronav and Gener8 had several discussions and negotiations regarding the exchange
ratio. Please disclose the various proposals considered by the parties related to the exchange ratio and the party, including financial
advisors, which proposed each exchange ratio. In this regard, we note your disclosure on page 48 that Euronav proposed the fixed
exchange ratio of 0.7272.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger — Background of the Merger”
to clarify that proposals considered by the parties reflected the negotiated NAV of each company. The Company respectfully advises
the Staff that the parties’ discussed and negotiated the NAV of each company, including calculations of certain components
of NAV. Such negotiations resulted in the agreed NAVs that were ultimately used in determining the fixed exchange ratio.

 9. Please clarify why Gener8’s board chose to pursue the Euronav transactions and abandon
negotiations with Company G. In this regard, we note that the Gener8 board received the offer from Company G on November 13, 2017,
entered into a 30-day exclusivity agreement with Euronav on November 16, 2017 and, on December 21, 2017, signed the merger agreement
with Euronav.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger — Background of the Merger”
to clarify why Gener8’s board chose to pursue the Euronav transaction and cease negotiations with Company G.

Gener8’s Reasons for the Merger;
Recommendation of Gener8’s Board of Directors, page 55

Value of Merger Consideration, page
55

 10. In the second to last bullet point of this section on page 56, you state that “the dividend
per share the Gener8 shareholders would receive in the Merger, assuming Euronav maintains its current dividend policy” is
one of the positive factors Gener8 considered in approving the merger. Please clarify, if true, that you are referring to the ability
of Gener8 shareholders to share in potential future dividends of the combined company.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger—Gener8’s Reasons for the
Merger; Recommendation of Gener8’s Board of Directors—Value of the Merger Consideration”
to clarify that one of the positive factors that Gener8 used in valuing the merger consideration was that the dividend per
share the Gener8 shareholders could potentially receive following the completion of the Merger, assuming the combined company maintained
the same dividend policy as Euronav’s current pre-merger dividend policy.

U.S. Securities and Exchange Commission

March 30, 2018

Page 5 of 6

Opinion of UBS, Gener8’s Financial
Advisor, page 60

Selected Precedent Tanker Sector
Transactions, page 67

 11. Please briefly explain the reasons why two of the values are not meaningful and not applicable
in your chart on page 67.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger — Opinion of UBS, Gener8’s
Financial Advisor” to clarify why one of the multiples was not meaningful and to explain that one of the percentages was
not available.

Incentive Payments to Gener8’s
Executive Officers, page 77

 12. We note that the merger agreement permits Gener8 to enter into compensation arrangements with
its officers and directors. Please tell us whether Gener8 intends to enter into these agreements with its officers and directors
prior to effectiveness, and please file the agreements or form of the agreements as exhibits to your registration statement.

In response to the
Staff's comment, the Company has revised the disclosure under the heading “The Merger—Interests of Gener8’s Directors
and Executive Officers in the Merger—Incentive Payments to Gener8’s Executive Officers” to clarify that neither
Euronav nor Gener8 have entered into the incentive compensation agreements described therein. To the extent such agreements are
entered into prior to effectiveness, Euronav undertakes to file such agreements or forms thereof as exhibits to the Registration
Statement, as amended.

The Merger Agreement, page 80

Conditions to the Merger Agreement,
page 92

 13. We note your disclosure on page 92 that one of the conditions of the merger is that “all
required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated)
under any antitrust laws applicable to the Merger.” Please disclose if any approvals must be obtained in connection with
the transactions described in your registration statement, and if so, the status of these approvals. Refer to Item 3(i) of Form
F-4.

The Company advises
the Staff that the management of each of Euronav and Gener8 are not aware of any regulatory approvals that must be obtained or
regulatory requirements that must be complied with, other than the U.S. federal securities laws, in connection with the Merger.
In response to the Staff’s comment, the Company has included this information in the section entitled “The Merger Agreement—Conditions
to the Merger Agreement.”

Voting Agreement and Proxies, page
96

Proxies, page 97

 14. Please include the agreements signed by the Proxy Shareholders and Euronav stating that the
Proxy Shareholders will grant an irrevocable proxy to a representative of an affiliate of each Proxy Shareholder.

U.S. Securities and Exchange Commission

March 30, 2018

Page 6 of 6

The Company advises the Staff that none
of Euronav or Gener8 or any of their respective subsidiaries is a party to the Proxies and the Company has revised the disclosure
under the heading “Voting Agreement and Proxies—Proxies” to clarify this. Pursuant to the requirements of Item
21 of Form F-4 and the related requirements of Item 601 of Regulation S-K, including “Clause (10) Material Contracts (i)”,
the Company is not required to file an agreement that neither it nor its subsidiary is a party to. Accordingly, the Company has
not filed the Proxies as Exhibits to the First Amended R

Mail Stop 3561
March 13, 2018

Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaii 20
2000 Antwerpen
Belgium

Re: Euronav NV
  Registration Statement on Form F-4
Filed February 14, 2018
  File No. 333-223039

Dear Mr. Rodgers :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 amen ding your registration statement and providing the
requested information.   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 reviewing any a mendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please provide us copies of the board books and  any other materials,  including
presentations made by the financial advisor , provided to  the board and management  in
connection with the proposed transaction .

2. Please include the proxy card in an amendment and mark it as a “preliminary copy” in
accordance with Rul e 14a -6(e)(1) of Regulation 14A.

Summary, page 1

3. Please provide a summary  of the Euronav and Gener8 boards’ reasons for engaging in the
merger, and provide a brief description of the potential negative  and positive  factors of
the merger that the boards considered.

Patrick Rodgers
Euronav NV
March 13, 2018
Page 2

 Information About the Combined Company, page 32

4. Please disclose the average age of the Combined Fleet after the sale of the six VLCC
vessels to International Seaways.

The Special Meeting, page 36

Voting by Directors and Executive Officers, page 37

5. Please disclose the percentage of outstanding shares entitled to vote held by the directors,
the executive officers and their affiliates that are not partie s to the Voting Agreement or a
Proxy Agreement .

The Merger, page 39

Background of the Merger, page 41

6. Please briefly explain why Euronav rejected the business combination with Gener8
involving an equity investment by Company E.

7. We note your disclosure on page 46 that RMK provided the initial NAV estimate for
Gener8 in connection with the potential transaction.  Please  provide the information
required by Item 4(b) of Form F -4.

8. We note that Euronav  and Gener8 had several discussions and negotiations regarding the
exchange ratio.  Please disclose the various proposals considered by the parties related to
the exchange ratio and the party , including financial advisors,  which proposed each
exchange rati o.  In this regard, we note your disclosure on page 48 that Euronav proposed
the fixed exchange ratio of 0.7272.

9. Please clarify  why Gener8’s board chose to pursue the Euronav transactions and abandon
negotiations  with Company G.   In this regard, we note  that t he Gener8 board received the
offer from Company G on November 13, 2017, entered into a  30-day exclusivity
agreement with Euronav on November 16, 2017 and , on December 21, 2017, signed the
merger agreement with Euronav.

Gener8’s Reasons for the Merg er; Recommendation of GEner8’s Board of Directors, page 55

Value of Merger Consideration, page 55

10. In the second to last bullet point of this section on page 56, you state that “the dividend
per share the Gener8 shareholders would receive in the Merger, a ssuming Euronav
maintains its current dividend policy” is one of the positive factors Gener8 considered in

Patrick Rodgers
Euronav NV
March 13, 2018
Page 3

 approving the merger.  Please clarify, if true, that you are referring to the ability of
Gener8 shareholders to share in potential future dividends o f the combined company.

Opinion of UBS, Gener8’s Financial Advisor, page 60

Selected Precedent Tanker Sector Transactions, page 67

11.  Please briefly explain the reasons why two of the values are not meaningful and not
applicable in your chart on page 67.

Incentive Payments to Gener8’s Executive Officers, page 77

12. We note that the merger agreement permits Gener8 to enter into compensation
arrangements with its officers and directors .  Please tell us whether Gener8 intends to
enter into these agreements with its officers and directo rs prior to effectiveness , and
please file the agreements or form of the agreements as exhibits to  your registration
statement.

The Merger Agreement, page 80

Conditions to the Merger Agreement, page 92

13. We note your disclosure on page 92 that one of the conditions of the merger is that “all
required filing s shall have been made and all required appro vals shall have been obtained
(or waiting periods expired or terminated) under any antitrust laws applicable to the
Merger.”  Please discl ose if any approval s must be obtained in connection with the
transaction s described in your registration statement , and if so, the status of these
approvals .  Refer to Item 3(i) of Form F -4.

Voting Agreement and Proxies, page 96

Proxies, page 97

14. Please include  the agreements  signed by  the Proxy Sh areholders and Euronav stating that
the Proxy Shareholders will  grant an irrevocable proxy to a representative of an affi liate
of each Proxy Shareholder .

Related Agreements, page 98

Memoranda of Agreement to Purchase Three Vessels, page 98

15. If material, please disclose Gener8’s use of proceeds from the sale of the three vessels if
the merger is not completed.

Patrick Rodgers
Euronav NV
March 13, 2018
Page 4

 We remind you that the company 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.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Sonia Bednarowski at (202) 551 -3666  or me a t (202) 551 -3217  with any
questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

cc: Keith Billotti, Esq.
 Seward & Kissel LLP

December 29, 2017

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai 20
2000 Antwerpen, Belgium

 Re: Euronav NV
  Form 20 -F for the Fiscal Year Ended December 31, 2016
  Filed April 14, 2017
  File No. 1-36810
Dear Mr. Rodgers:
 We refer you to our comment letter dated December 21, 2017, regarding business
contacts with Sudan and Syria.  We have completed our review of this subject matter.  We
remind you that the company 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.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

              Division of

       Corporation Finance

December 29, 2017

U.S. Securities and Exchange Commission

Office of Global Security Risk

100 F Street N.E.

Washington, DC 20549

Attn: Cecilia Blye, Chief

Re:

Euronav NV

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed April 14, 2017

 File No. 1-36810

Dear Ms. Blye:

This letter sets forth the response of Euronav N.V. (the "Company" or "Euronav") to the comment letter dated December 21, 2017 (the "Comment Letter") of the Office of Global Security Risk of the U.S. Securities and Exchange Commission (the "Commission") with respect to the Company's annual report on Form 20-F filed on April 14, 2017 via EDGAR.

The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter.

If our vessels call on ports located in countries that are subject to sanctions and embargos imposed by the U.S. or other governments that could adversely affect our reputation and the market for our ordinary shares, page 14.

1.

You indicate that from time to time, on charterers' instructions, your vessels may call on ports in Sudan and Syria, countries that are designated as state sponsors of terrorism by the U.S. Department of State and are subject to U.S. economic sanctions and/or export controls. You do not include disclosure about contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through subsidiaries, joint ventures, charterers, pool managers or other direct or indirect arrangements. You should describe any goods, services or fees you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

In response to the Commission's comment, the Company notes that the Company's vessels have not called on any ports located in Sudan or Syria in the last three fiscal years. Further, the Company has not conducted any business in or with any contacts in Sudan or Syria in the last three fiscal years. The language included on page 14 of the Company's annual report was included as risk disclosure only.

2.

Please tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period.

Please see response to Comment number 1.

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223, Keith J. Billotti, Esq. at (212) 574-1274 or Andrei Sirabionian, Esq. at (212) 574-1580.

Very truly yours,

SEWARD & KISSEL, LLP

By:    /s/ Gary J. Wolfe

          Gary J. Wolfe

December 21 , 2017

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai 20, 2000 Antwerpen
Belgium

 Re: Euronav NV
  Form 20 -F for the Fiscal Year Ended December 31, 2016
  Filed April 14 , 2017
  File No. 1-36810

Dear Mr. Rodgers :

We have limited our review of your filing to your contacts with countries that have  been
identified as state sponsor s of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your fact s and circumstances, please tell us why in your response.

After reviewing the information  you provide in response to these  comment s, we may
have additional comments.

If our vessels call on ports located in countries that are subject to sanctions and em bargos
imposed by the U.S. or other governments that could adversely affect our reputation and the
market for our ordinary shares , page 14.

1. You indicate that from time to time, on charterers’ instructions, your vessels may call on
ports in Sudan and Syri a, countries that are designated as state sponsors of terrorism by
the U.S. Department of State and are subject to U.S. economic sanctions and /or export
controls.   You do not include disclosure about contacts with Sudan or Syria.  Please
describe to us the  nature and extent of any past, current and anticipated contacts with
Sudan and Syria, whether throug h subsidiaries, joint ventures, charterers,  pool managers
or other direct or indirect arrangements .  You should descri be any goods, services or fees
you have provided into Sudan and Syria, directly or indirectly, and any agreements,
arrangements or other contacts you have had with the governments of Sudan and Syria or
entities they control.

Patrick Rodgers
Euronav NV
December 21 , 2017
Page 2

2. Please tell us the approximate dollar amounts of any revenues, as sets and liabilities
associated with Sudan and Syria for the last three fiscal years and  the subsequent interim
period.

We remind you that the company 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 contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

- OvE 8:~1 TER: PA.RIi Pi.AZ.~'~
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

Mail Stop 3561
        February 25, 2016

Mr. Hugo De Stoop
Chief Financial Officer
Euronav NV
Belgica H ouse
Antwerp, 2000
Belgium

Re: Euronav NV
            Form 20-F for the Year Ended December 31, 2014
            Filed April 3 0, 2015
            File No. 001 -36810

Dear  Mr. De Stoop :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

February 23, 2016

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attention: Melissa Raminpour

Re:

Euronav NV

Form 20-F for the Fiscal Year ended December 31, 2014

Filed April 30, 2015

 File No. 001-36810

Dear Ms. Raminpour,

Reference is made to the letter dated December 16, 2015 from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") in which the Staff provided comments to the Form 20-F of Euronav NV (the "Company") for the fiscal year ended December 31, 2014, filed with the Commission on April 30, 2015. Those comments, together with the Company's responses, are set forth below.

Form 20-F for the Fiscal Year ended December 31, 2014

Note 25. Equity-accounted Investees, page F-59

1.
Please provide us with your significance analysis under Rule 3-09 of Regulation S-X for purposes of determining whether you are required to file audited financial statements for any of your 50% or less owned joint ventures.  In this regard, it appears from your disclosure in Note 25 that your share of the profit in TI Africa Ltd and TI Asia Ltd may be significant to your consolidated income for the year ended December 31, 2014 under the guidance in Rule 3-09 of Regulation S-X.  Please advise.

By letter dated January 19, 2016, the Company provided its significance analysis under Rule 3-09 of Regulation S-X with respect to TI Africa Ltd. and TI Asia Ltd. (the "Joint Ventures") to the Commission's Office of Chief Counsel and requested a waiver from the requirements in Rule 3-09 to file with the Commission separate audited financial statements for the Joint Ventures for the year ended December 31, 2014. In a letter dated February 5, 2016, the staff of the Office of Chief Counsel granted the requested waiver. Should either of the Joint Ventures become significant subsidiaries for purposes of Rule 3-09 of Regulation S-X in the future, including with respect to the year ended December 31, 2015, the Company undertakes to publicly file the required financial statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company's disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

·
the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Attached as Exhibit A is a letter signed by the Company which includes the written statement referenced in the Staff's comment above.

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223 or Keith Billotti, Esq. at (212) 574-1274.

Very Truly Yours,

SEWARD & KISSEL LLP

By:

/s/ Gary J. Wolfe

Name:

Gary J. Wolfe, Esq.

February 23, 2016

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attention: Melissa Raminpour

Re:

Euronav NV

Form 20-F for the Fiscal Year ended December 31, 2014

Filed April 30, 2015

 File No. 001-36810

Dear Ms. Raminpour,

Reference is made to the letter dated December 16, 2015 from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") in which the Staff provided comments to the Form 20-F of Euronav NV (the "Company") for the fiscal year ended December 31, 2014, filed with the Commission on April 30, 2015.

The undersigned registrant hereby acknowledges that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page to Follow]

Yours faithfully,

EURONAV NV

By:

/s/ Hugo De Stoop

Name:

Hugo De Stoop

Title:

Chief Financial Officer

CORRESP
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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K Street, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

 January 15, 2016

VIA EDGAR

 Office of Chief Counsel

United States Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:
Euronav NV

Form 20-F for the Fiscal Year Ended December 31, 2014

Filed April 30, 2015

 File No. 001-36810

To the Office of Chief Counsel:

Euronav NV (the "Company") is a Belgian shipping company that was formed in June 2003.  It qualifies as a "foreign private issuer" and prepares its financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.  The Company currently owns and operates a fleet of modern tankers, consisting of very large crude carriers, an ultra large crude carrier, Suezmax vessels, and two floating, storage and offloading vessels, or FSOs, through its subsidiaries (Ti Africa Ltd. and Ti Asia Ltd.).

On December 16, 2015, the Company received a letter from the Office of Transportation and Leisure of the United States Securities and Exchange Commission requesting the Company's significance analysis under Rule 3-09 of Regulation S-X ("Rule 3-09") with respect to certain of its 50%-owned joint ventures.  Following conversations with members of the staff of the Office of Transportation and Leisure, the Company was directed to the Office of Chief Counsel.

The Company respectfully requests the staff of the Office of Chief Counsel (the "Staff") to provide a waiver from the requirements in Rules 3-09 of Regulation S-X to include in its Annual Report Form 20-F for the year ended December 31, 2014 the separate financial statements of Ti Africa Ltd. and Ti Asia Ltd. (the "Joint Ventures"), the Company's 50%-owned joint ventures that own the FSO Asia and FSO Africa, which have been equity method investees of the Company since 2008.

Background

Each of Ti Asia Ltd. and Ti Africa Ltd. are companies incorporated and domiciled in Hong Kong.  These entitites were formed as joint ventures in 2008 by Euronav and an american partner to operate a floating storage and offloading facility (FSO) in the Al Shaheen oil field in Qatar, which services Maersk Oil Qatar (MOQ). The FSO's have been providing their services to MOQ since 2010 without discontinuation under a fixed contract maturing in 2017.

The Company has performed the significance tests contained in Section 1.02(w) of Regulation S-X to its equity method investments in the Joint Ventures using its financial results for the years ended December 31, 2011, 2012, 2013 and 2014, and the nine months ended September 30, 2015.

Based on these calculations, each of Ti Asia Ltd. and Ti Africa Ltd. is considered significant for 2014 for the purposes of Rule 3-09 by virtue of the income test in Rule 1-02(w)(3) (21.25% and 23.25%, respectively).  While the Joint Ventures just exceed the significance threshold of 20% in the income test, for the year ended December 31, 2014, the level of significance of the Joint Ventures in comparison to the overall assets of the Company and its subsidiaries on a consolidated basis is relatively low.  A summary of the Company's results and level of significance for the past four years and the results for 2015 (based on the financial results for the nine months ended September 30, 2015) are shown below.  This summary provides an alternative calculation of significance to illustrate the relatively low percentage of the Company's total assets that are represented by the Joint Ventures:

Ti Asia Ltd:

Rule 1-02(w)(1) Test

(In Millions of US Dollars)

2014

2013

2012

2011

The Company's investment in and advances to tested 50 percent owned person

74.3

88.4

72.8

59.4

The Company's total assets

3096.4

1920.8

2362.9

2451.3

Relative percentage

2.4%

4.6%

3.1%

2.4%

Significance test percentage

20.0%

20.0%

20.0%

20.0%

Rule 1-02(w)(3) Test

(In Millions of US Dollars)

2015 Q3

2014

2013

2012

2011

The Company's pre-tax income (loss)

246.5

(51.5)

(89.5)

(119.3)

(95.9)

Noncontrolling interests

0

0

0

0

0

Subtotal

246.5

(51.5)

(89.5)

(119.3)

(95.9)

Computational Note 1

The Company's equity in pre-tax income of tested 50 percent owned person

11.7

13.9

12.5

12.4

11.1

Numerator

246.5

(65.4)

(102.0)

(131.7)

(107.0)

Computational Note 2

Pre-tax income excluding loss years

246.5

0.0

0.0

0.0

0.0

Sum of income for the last five years, omitting loss years

246.5

19.8

19.8

424.8

527.3

Average income for the last five years, omitting loss years

49.3

4.0

4.0

85.0

105.5

Absolute value of income (loss), excluding noncontrolling interests

246.5

51.5

89.5

119.3

95.9

Is absolute value at least 10% lower than five year average

No

No

No

No

No

Numerator used

246.5

65.4

102.0

131.7

107.0

The Company's percentage of tested 50 percent owned person

11.7

13.9

12.5

12.4

11.1

Relative percentage

4.75%

21.25%

12.25%

9.42%

10.37%

Significance test percentage

20%

20%

20%

20%

20%

Ti Africa Ltd

Rule 1-02(w)(1) Test

(In Millions of US Dollars)

2014

2013

2012

2011

The Company's investment in and advances to tested 50 percent owned person

116.0

100.4

84.7

80.6

The Company's total assets

3096.4

1920.8

2362.9

2451.3

Relative percentage

3.7%

5.2%

3.6%

3.3%

Significance test percentage

20.0%

20.0%

20.0%

20.0%

Rule 1-02(w)(3) Test

(In Millions of US Dollars)

2015 Q3

2014

2013

2012

2011

The Company's pre-tax income (loss)

246.5

(51.5)

(89.5)

(119.3)

(95.9)

Noncontrolling interests

0

0

0

0

0

Subtotal

246.5

(51.5)

(89.5)

(119.3)

(95.9)

Computational Note 1

The Company's equity in pre-tax income of tested 50 percent owned person

13.1

15.6

15.7

4.1

(3.8)

Numerator

246.5

(67.1)

(105.2)

(123.4)

(95.9)

Computational Note 2

Pre-tax income excluding loss years

246.5

0.0

0.0

0.0

0.0

Sum of income for the last five years, omitting loss years

246.5

19.8

19.8

424.8

527.3

Average income for the last five years, omitting loss years

49.3

4.0

4.0

85.0

105.5

Absolute value of income (loss), excluding noncontrolling interests

246.5

51.5

89.5

119.3

95.9

    Is absolute value at least 10% lower than five year average

No

No

No

No

No

Numerator used

246.5

67.1

105.2

123.4

95.9

The Company's percentage of tested 50 percent owned person

13.1

15.6

15.7

4.1

(3.8)

Relative percentage

5.31%

23.25%

14.92%

3.32%

3.96%

Significance test percentage

20%

20%

20%

20%

20%

Based on the calculations above, the Joint Ventures exceeded the significance level of 20% for 2014.

Discussion

For the following reasons the Company respectfully requests the Staff to provide a waiver from the requirements in Rule 3-09 to include the separate audited financial statements for the Joint Ventures for the year ended December 31, 2014:

1.

Based upon the calculations outlined above, the Joint Ventures are considered to be significant for the purposes of Rule 3-09.  However, the level of significance is impacted by the method of calculation rather than an actual increase in size or importance of the Joint Ventures relative to the size of the Company and its subsidiaries taken as a whole.  The Company believes that the strict application of the significance tests, particularly the prohibition on averaging in loss years, results in an anomalous presentation of information that is unlikely to be presented in future periods with respect to the Company and its subsidiaries on a consolidated basis.  In 2014, the tanker shipping market improved and as a result the net loss applicable to the Company and its subsidiaries was reduced to $(51.5) million compared to the previous years of losses around $(100) million and more.  The required omission of loss years from the 5 year average calculation results in the situation that the absolute value of the loss of the year 2014 is not at least 10% lower than the 5 year average and consequently, that the 5 year average should not be used as the denominator.

2.

The Company advises the Staff that it experienced significant growth during the year ended December 31, 2014, consisting of investments in excess of USD$1.2 billion and the acquisition of 17 additional vessels.  This resulted in a significant reduction of the importance 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 30, 2015 and the years ended December 31, 2013, 2012 and 2011, which confirms that the Joint Ventures would not be considered significant for purposes of Rule 3-09 for those periods presented.  In addition, based on the increase in the size of the Company described in (2) above, it is unlikely that the Joint Ventures would be significant for purposes of Rule 3-09 going forward.

4.

Lastly, the Company believes that the disclosure of separate audited financial statements of the Joint Ventures would not be helpful to investors since the level of the Company's investments in the Joint Ventures is insignificant relative to the overall size of the Company.

____________________

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to the disclosure in response Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

____________________

We would greatly appreciate the Staff's response to the request contained in this letter at its earliest convenience.  If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223 or Keith Billotti, Esq. at (212) 574-1274.

Very truly yours,

SEWARD & KISSEL, LLP

By:   /s/ Gary J. Wolfe

Gary J. Wolfe, Esq.

CORRESP
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January 8, 2016

Melissa Raminpour, Esq.

Branch Chief

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:
Euronav NV

Form 20-F for the Year Ended December 31, 2014

Filed April 30, 2015

File No. 001-36810

Dear Ms. Raminpour:

By letter dated December 16, 2015 (the "Comment Letter"), the Staff of the Securities and Exchange Commission has provided comments to the Annual Report on Form 20-F for the year ended December 31, 2104, of Euronav N.V. ("Euronav").

We refer to the telephone conversation between Keith Billotti and Effie Simpson of the Staff.  In that conversation, we have requested and the Staff has agreed to extend Euronav's time to respond to the Comment Letter to January 15, 2016.

Thank you for your kind cooperation.

Very truly yours,

 Seward & Kissel LLP

By:  /s/ Gary J. Wolfe

Gary J. Wolfe

GJW/ap

cc:          Hugo De Stoop

Effie Simpson

Claire Erlanger

CORRESP
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December 31, 2015

Melissa Raminpour, Esq.

Branch Chief

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:
Euronav NV

Form 20-F for the Year Ended December 31, 2014

Filed April 30, 2015

File No. 001-36810

Dear Ms. Raminpour:

By letter dated December 16, 2015 (the "Comment Letter"), the Staff of the Securities and Exchange Commission has provided comments to the Annual Report on Form 20-F for the year ended December 31, 2104, of Euronav N.V. ("Euronav").

We refer to the telephone conversation between the undersigned and Andrew Mew of the Staff.  In that conversation, we have requested and the Staff has agreed to extend Euronav's time to respond to the Comment Letter to January 5, 2016.

Thank you for your kind cooperation.

Very truly yours,

 Seward & Kissel LLP

By:  /s/ Gary J. Wolfe

Gary J. Wolfe

GJW/ap

cc:          Hugo De Stoop

Effie Simpson

Claire Erlanger

Mail Stop 3561
        December 16 , 2015

Mr. Hugo De Stoop
Chief Financial Officer
Euronav NV
Belgica H ouse
Antwerp, 2000
Belgium

Re: Euronav NV
            Form 20-F for the Year Ended December 31, 2014
            Filed April 3 0, 2015
            File No. 001 -36810

Dear  Mr. De Stoop :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 20-F for the year ended December 31, 2014

Note 25. Equity -accounted Investees, page F -59

1. Please provide us with your  significance analysis under Rule 3 -09 of Regulation S -X for
purposes of determining whether you are required to file audited financial statements for
any of your 50% or less owned joint ventures.  In this regard, it appears from your
disclosure in Note 25  that your share of the profit in TI Africa Ltd and TI Asia Ltd may
be significant to your consolidated income for the year ended December 31, 2014 under
the guidance in Rule 3 -09 of Regulation S -X.  Please advise.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession  of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Hugo De Stoop
Euronav NV
December 16 , 2015
Page 2

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging  that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger  at
(202) 551 -3301  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned, at (202) 551 -3750 with any other questions.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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Acceleration Request

 Euronav NV

De Gerlachekaai 20

 2000
Antwerpen

 Belgium

January 20, 2015

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street N.E.

 Washington, D.C.
20549-7010

Re:
Euronav NV

Registration Statement on Form F-4 (No. 333-198626)

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-4 filed with the
U.S. Securities and Exchange Commission (the “Commission”) on September 8, 2014, as amended, be accelerated so that it will be made effective at 3:30 p.m. Eastern Time on January 22, 2015, or as soon thereafter as practicable,
pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

  The undersigned registrant hereby
acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The undersigned registrant is aware of its obligations under the Act.

Yours faithfully,

EURONAV NV

By:

/s/ Patrick Rodgers

Name:

Patrick Rodgers

Title:

Chief Executive Officer (Principal Executive Officer)

CORRESP
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Acceleration Request

 Euronav NV

De Gerlachekaai 20

 2000
Antwerpen

 Belgium

January 20, 2015

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington, D.C. 20549-7010

Re:
Euronav NV

 Registration Statement on Form F-1 (No. 333-198625)

Ladies and Gentlemen:

 The undersigned
registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 8, 2014, as amended, be accelerated so
that it will be made effective at 3:30 p.m. Eastern Time on January 22, 2015, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The
undersigned registrant is aware of its obligations under the Act.

 Yours faithfully,

EURONAV NV

By:

/s/ Patrick Rodgers

 Name:  Patrick Rodgers

Title:    Chief Executive Officer (Principal Executive Officer)

 Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

 New York, New York 10005

Citigroup Global Markets Inc.

 388 Greenwich Street, 34th Floor

 New York, NY 10013

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, NY 10179

Morgan Stanley & Co. LLC

 1585 Broadway

New York, NY 10036

 January 20, 2015

VIA ELECTRONIC SUBMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-7010

Re:
Euronav NV

 Registration Statement Filed on Form F-1

Registration No. 333-198625

 Ladies and
Gentlemen:

 Pursuant to Rule 460 under the Securities Act of 1933, we, as representatives of the several Underwriters, wish to advise you that we
anticipate distributing approximately 2,000 copies of the Preliminary Prospectus to underwriters, dealers, institutions and others.

 The undersigned
have and will, and each participating underwriter and dealer has advised the undersigned that it has and will, comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:30
p.m. Eastern Time, on Thursday, January 22, 2015 or as soon thereafter as practicable.

 Very truly yours,

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Craig S. Fuehrer

 Name: Craig S. Fuehrer

 Title:
  Managing Director

By:

/s/ Stephen Plauché

 Name: Stephen Plauché

 Title:
  Director

 CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Jenny Zhou

 Name: Jenny Zhou

 Title:   Vice
President

 J.P. MORGAN SECURITIES LLC

By:

/s/ N. Goksu Yolac

 Name: N. Goksu Yolac

 Title:
  Managing Director

 MORGAN STANLEY & CO. LLC

By:

/s/ Lauren Garcia Belmonte

 Name: Lauren Garcia Belmonte

 Title:
  Vice President

January  16, 2015

Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 2  to
Registration Statement on Form F -1
Filed January 15, 2015
  File No. 333 -198625

Dear Mr. Rodgers:

We have reviewed your response to our prior comment letter to you dated November 14 ,
2014 and have the following additional comments .

Recent and Other Developments, page 12

1. We note from the disclosure on page 12 and elsewhere in the registration statement, that
on October 1, 2014, the TI Pool in which you own approximately a 40% interest and
Frontline, a company not affiliated with you, announced the formation of VLCC
Chartering Ltd., a new chartering joint venture that has access to the combined fleets of
Frontline and the TI Pool, including your vessels that operate in the TI Pool. We also note
that VLCC Chartering Ltd. commenced operations on October 6, 2014. Please tell us and
revise your disclosure on page 12 to explain the owners hip interest in VLCC Chartering
Ltd. that you will own as a result of this transaction and your planned accounting
treatment for your investment in VLCC Chartering Ltd. in your IFRS financial
statements. Note 17 to your interim financial statements should be similarly revised to
include these disclosures.

Capitalization, page 58
2. Please revise the introductory paragraph to your capitalization disclosures on page 58 to
also disclose that your capitalization disclosures on an “as adjusted” basis also give eff ect
to the acquisition of the last Maersk Acquisition Vessel, the Sandra , for an aggregate
amount of $78.0 million, of which a remaining payment of $70.2 million was made,
consistent with the disclosures in footnote (1) to the table on page 59.

Patrick Rodgers
Euronav NV
January 16 , 2015
Page 2

 Properties , page 170
3. We note that the amount of lease payments made under your lease agreements with
Reslea N.V., an ent ity controlled by Saverco, and  Nea Dimitra Ktimatiki Kai Emporiki
S.A., an entity controlled by Ceres Shipping, of $207,215 and $218,319, respec tively do
not agree to the amounts disclosed in Note 22 to your financial statements on page F -84.
Please reconcile and revise these disclosures. Also, please revise the notes to your audited
financial statements to disclose the nature and significant term s of the subleasing
transactions with related parties described in the last two paragraphs on page 170 as
required by paragraph 18 of IAS 24 or explain why you do not believe this is required.
You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel , Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3210
with any other questions.

Sincerely,

 /s/ Susan Block

Susan Block
 Attorney -Advisor

cc: Via E -mail
Gary J. Wolfe, Esq.

November 14 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 1 to
Registration Statement on Form F -1
Filed November 4 , 2014
  File No. 333 -198625

Dear Mr. Rodgers:

We have reviewed your response to our prior comment letter to you dated September 22 ,
2014 and have the following additional comments .

Notes to Condensed Consolidated Interim Financial Statements
Note 4 – Significant Events, page F -8
1. We note the disclosure on page F -11 indicating that the Group cancelled the time charter
out contract on the VLCC Maersk Hakone against a payment of U.S. $2.5 million on
August 11, 2014. Please tell us and revise to disclose how this fee was accounted for in
your consolidated statement of operations.

Note 10 – Earnings per share, page F -16
2. We note that the number of ordinary shares outstanding (basic) as at September 30, 2014,
as reflected in the table at the top of page F -17 of 129,300,666 shares does not agree t o
the weighted average  number of shares reflected in the calculation of basic earnings per
share for the nine months ended September 30, 2014 as disclosed on page F -16 of
112,238,388. Please reconcile and revise these disclosures.

Exhibit s 10.15 and 10.18

3. We note your response to our prior comment 5.  It appears that Appendix 4 to these
exhibits is missing certain conformed signatures.  Please re -file or advise .

Patrick Rodgers
Euronav NV
November 14 , 2014
Page 2

 You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel, Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3210
with any other questions.

Sincerely,

 /s/ Susan Block

Susan Block
 Attorney -Advisor

cc: Via E -mail
Gary J. Wolfe, Esq.

CORRESP
1
filename1.htm

Correspondence

 September 26, 2014

Draft Registration Statement

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Susan Block, Esq.

                  Attorney-Advisor

Re: Euronav NV

Frequently Asked Questions Relating to Euronav NV’s U.S. Exchange Offer

Dear Ms. Block:

 In connection with the
proposed exchange offer of Euronav NV (the “Company”), through which the Company will offer to exchange all of its outstanding unregistered ordinary shares issued in Belgium (not including the ordinary shares held by affiliates of
the Company) for ordinary shares that have been registered under the Securities Act of 1933, as amended (the “Exchange Offer”), we submit herewith a document entitled Frequently Asked Questions Relating to Euronav’s U.S.
Exchange Offer (the “Exchange Offer FAQs”) for your review and comment.

 The Company advises the Staff of the Securities
and Exchange Commission that it plans to post the Exchange Offer FAQs to its website, together with the Company’s registration statement on Form F-4 (File No. 333-198626) (the “Form F-4 Registration Statement”) and certain
other materials related to the Exchange Offer, upon the commencement of the roadshow for the Company’s underwritten public offering. The Company intends to file the Exchange Offer FAQs as a free writing prospectus to the Form F-4 Registration
Statement before it is posted to the Company’s website.

 If you have any questions or comments concerning the enclosed please feel
free to telephone the undersigned at (212) 574-1223, Robert Lustrin at (212) 574-1420 or Keith Billotti at (212) 574-1274.

Very truly yours,

SEWARD & KISSEL LLP

By:

 /s/ Gary J. Wolfe

Gary J. Wolfe

 Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-198626

Euronav NV

 Frequently
Asked Questions

 Relating to Euronav’s U.S. Exchange Offer

Set forth below are a number of frequently asked questions relating to Euronav’s U.S. exchange offer (the ‘U.S. Exchange
Offer’) which will enable shareholders to reposition their shares of Euronav that are listed and tradable on Euronext Brussels into shares that are listed and tradable on the New York Stock Exchange (the “NYSE”). In connection
herewith, Euronav has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement and related prospectus on Form F-4 (the “F-4 Registration Statement”), which describes in detail, among other things,
the U.S. Exchange Offer. This list of questions and answers is not intended as a substitute for the information contained in the F-4 Registration Statement. Investors are advised to read the F-4 Registration Statement in its entirety and to consult
with their advisors and financial intermediaries before participating in the U.S. Exchange Offer. If you have additional questions relating to the U.S. Exchange Offer, you may also contact Euronav’s Exchange Agent and Information Agent, KBC
Securities, as follows: KBC Securities NV, Havenlaan 12 Avenue du Port, B-1080 Brussels, Belgium, Middle Office (Attn: Francis Gens), Telephone: +32 2 429 3711, E-mail: francis.gens@kbcsecurities.be.

The F-4 Registration Statement relating to the U.S. Exchange Offer has been filed with the SEC, but has not yet become effective. The
Company’s securities may not be repositioned prior to the time the F-4 Registration Statement becomes effective. This FAQ does not constitute an offer to sell or the solicitation of an offer to buy any securities covered by the F-4 Registration
Statement, nor will there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.

 The following defined terms will also be used throughout these FAQ:

“European Shares”: Euronav shares tradable on Euronext Brussels with ISIN BE0003816338.

“Euronav Shares”: means both the European and the U.S. Shares.

“U.S. Exchange Offer Period”: means the 60-day period commencing one business day following the pricing of the U.S. IPO.

 “U.S. IPO”: the initial public offering of Euronav shares in the United States.

“U.S. Shares”: Euronav shares tradable on NYSE with CUSIP B38564 124 and ISIN
[—] (for the 90-day period commencing on the date of the closing of the U.S. IPO) and CUSIP [—] and ISIN BE0003816338
(thereafter).

1
Does the U.S. Exchange Offer qualify as an exchange offer (“ruilbod/offre d’échange”) under Belgian law?

No, the contemplated procedure qualifies as an “exchange offer” under applicable U.S. laws, but does not qualify as a
“ruilbod/offre d’échange” under Belgian law. Investors should be aware that Belgian legislation applicable to public offers under Belgian law does not apply to the U.S. Exchange Offer.

2
Why does Euronav want a secondary listing on NYSE?

 By listing its shares on both
Euronext Brussels and the NYSE, Euronav believes it will (1) expand its shareholder base, (2) make its shares available to the largest pool of capital (namely the United States) and (3) increase its analyst coverage. In addition, it
is expected that, thanks to a dual listing, the shares of Euronav will gain more international visibility, which in turn should enhance the daily volume of shares traded.

3
Why is Euronav conducting this U.S. Exchange Offer?

 The U.S. Exchange Offer is being
conducted within the framework of a larger transaction whereby Euronav seeks to obtain a balanced dual listing of its shares on both the Euronext Brussels and the NYSE. The U.S. Exchange Offer has been put in place in order to grant the holders of
existing European Shares a seamless opportunity to reposition their shares into U.S. Shares that may be traded on the NYSE upon the expiration of the U.S. Exchange Offer Period. Holders of existing European Shares that do not participate in the U.S.
Exchange Offer will not be eligible to position their shares in the U.S. for trading on the NYSE until the expiration of the Dividend Difference Period.

4
How to distinguish the shares tradable on the NYSE from the shares tradable on Euronext Brussels?

The U.S. Shares, including the shares issued in the U.S. IPO and the European Shares that have been repositioned into U.S. Shares pursuant to
the U.S. Exchange Offer, will have CUSIP B38564 124 and ISIN [—] for the 90-day period commencing on the date of the closing of the U.S. IPO and will have CUSIP [—] and ISIN BE0003816338 thereafter. Only these shares may be traded on the NYSE.

 The
European Shares will have an ISIN BE0003816338 (no CUSIP). Only these shares may be traded on Euronext Brussels.

5
What are the Characteristics of Euronav’s Shares (the U.S. Shares vs. the European Shares), including the Dividend Difference Period

The U.S. Shares will have identical voting and economic rights to those of the existing European Shares, save for a temporary difference in
dividend entitlement for a period of 90 days commencing on the closing date of the U.S. IPO (the “Dividend Difference Period”). During the Dividend Difference Period, the U.S. Shares will be entitled to receive dividends based only upon
the earnings of Euronav’s operations from and after the pricing date of the U.S. IPO. The European Shares will be entitled to receive dividends based on the earnings of the Company for all prior and future periods. This means that in the
unlikely event that Euronav declares a dividend during the Dividend Difference Period, the holders of U.S. Shares will only be entitled to a dividend based on the profits of Euronav resulting from the activities of the company from the closing date
of the U.S. IPO. In view of the company’s covenants under its loan agreements, it is very unlikely that a dividend will be declared during this period.

Following the expiration of the Dividend Difference Period, the difference in dividend entitlement will automatically disappear and both U.S.
Shares and European Shares will be entitled to identical voting and economic rights. It should be noted that the U.S. Shares will be denominated in and will receive dividends in U.S. Dollars. The European Shares will be denominated in and will
receive dividends in Euros.

6
How do I participate in the U.S. Exchange Offer?

 The U.S. Exchange Offer is voluntary.
Holders of European Shares are eligible to participate in the U.S. Exchange Offer by tendering their European Shares during and prior to the expiration of the Exchange

Offer Period, which is the 60-day period commencing one business day following the pricing of the U.S. IPO. To tender your European Shares, you must contact your financial intermediary who may
assist you in submitting to KBC Securities, Euronav’s Exchange Agent and Information Agent, a signed letter of transmittal, which contains certain representations to be made by you to Euronav, and a completed Exchange Form. Once you submit
these forms, your shares will be blocked and you will no longer be able to trade your shares (i) until you receive your U.S. Shares in connection with the U.S. Exchange Offer or (ii) you withdraw your participation in the U.S. Exchange
Offer (see question 24). It is expected that the European Shares will be repositioned into U.S. Shares within 6 business days following the expiration of the U.S. Exchange Offer Period.

By participating in the U.S. Exchange Offer, a shareholder agrees that, the U.S. Shares resulting from a repositioning of European Shares
(i) will be subject to the dividend limitation as described above, and (ii) may not be repositioned into European Shares until the expiration of the Dividend Difference Period.

7
What happens if I do not participate in the U.S. Exchange Offer?

 Holders of European
Shares who do not participate in the U.S. Exchange Offer will remain holders of their European Shares listed on Euronext Brussels. There will be no change to the status of those shares and they may keep trading their European Shares on Euronext
Brussels normally. Holders may, after the expiration of the Dividend Difference Period, reposition their European Shares into U.S. Shares and sell those shares in the United States.

8
How can a retail investor participate in this U.S. Exchange Offer?

 Retail investors who
want to participate in the U.S. Exchange Offer to reposition their European Shares into U.S. Shares will need to submit to their financial intermediary, a signed letter of transmittal and a completed Exchange Form. Retail Investors should
contact their financial intermediary, who may assist them in completing this process. Further questions relating to participating in the U.S. Exchange Offer may be directed to KBC Securities, who is acting as Euronav’s Exchange Agent and
Information Agent (telephone number +32 2 429 37 12).

9
How can a professional investor participate in this U.S. Exchange Offer?

 Professional
investors who want to participate in the U.S. Exchange Offer to reposition their European Shares into U.S. Shares will need to complete and submit to their custodian or their financial intermediary, a signed letter of transmittal and a completed
Exchange Form. Professional investors should contact their custodian or their financial intermediary, who may assist them in completing this process. Further questions relating to participating in the U.S. Exchange Offer may be directed to KBC
Securities, who is acting as Euronav’s Exchange Agent and Information Agent (telephone number +32 2 429 37 12).

10
I do not have a U.S. securities account. Do I have to open a U.S. securities account to participate in this U.S. Exchange Offer?

To participate in the U.S. Exchange Offer, you will need to be able to take delivery of your shares in the United States. This means that you
need a U.S. securities account or a direct account with Computershare, Euronav’s U.S. transfer agent. Please contact your financial intermediary as soon as possible to make the necessary arrangements.

11
What are the costs associated with participating in the U.S. Exchange Offer?

 Investors
must ask their financial intermediary about possible handling fees associated with the U.S. Exchange Offer and possible additional costs associated with holding and trading U.S. Shares through a U.S. securities account.

12
When will repositioned shares be listed on the NYSE?

 All European Shares repositioned
into U.S. Shares in the U.S. Exchange Offer are expected to be listed for trading on the NYSE within 6 business days following the expiration of the U.S. Exchange Offer Period.

13
What, if any, are the income tax consequences of participating in the U.S. Exchange Offer?

The repositioning of European Shares into U.S. Shares in the U.S. Exchange Offer is not expected to have any U.S. or Belgian income tax
consequences.

 A shareholder should consult a tax advisor regarding the tax treatment of the shareholder’s investment in Euronav
shares.

14
Does a tax on dividends exist for Belgian shareholders with respect to the shares listed on NYSE? Does this tax differ from that imposed on dividends paid on shares listed on Euronext Brussels?

Belgian shareholders that participate in the U.S. Exchange Offer are expected to be taxed in the same manner following the repositioning as
before the repositioning in respect of any dividends received on their Euronav shares.

 A Belgian shareholder that holds shares traded on
the NYSE may be subject to Belgian withholding tax, which would be levied by Euronav, on the dividends received.

 This Belgian withholding
tax will be the final taxation on the dividend for Belgian individuals who hold these shares as part of their private estate and for legal entities subject to the legal entities income tax. However, for Belgian companies subject to Belgian corporate
income tax, this Belgian withholding tax will not be the final tax imposed on the dividend.

 Furthermore, Belgian shareholders that were
not subject to U.S. withholding taxes on dividends paid on their Euronav shares prior to the repositioning will continue to not be subject to such taxes following the repositioning. Currently, we do not expect there to be any U.S. withholding taxes
imposed on dividends paid on Euronav shares.

 A shareholder should consult a tax advisor regarding the tax treatment of the
Shareholder’s investment in Euronav shares.

15
Are there any restrictions on the transferability of the U.S. Shares following the U.S. Exchange Offer?

Based on existing interpretations of the SEC staff with respect to similar transactions that did not involve Euronav, Euronav believes that the
U.S. Shares may be offered for resale, resold and otherwise transferred by holders thereof the following conditions are met.

(i)
The European Shares to be repositioned into U.S. Shares were acquired in the ordinary course of the holder’s business;

(ii)
such holder is not engaged in, has no arrangement with any person to participate in, and does not intend to engage in, any public distribution of the repositioned U.S. Shares;

(iii)
such holder is not Euronav’s “affiliate,” as defined in Rule 405 of the Securities Act; and

(iv)
if such holder is a broker-dealer that receives repositioned U.S. Shares for its own account pursuant to a repositioning of European Shares that were acquired as a result of market-making activities, that it will
deliver a prospectus, as required by law, in any resale of such repositioned U.S. Shares.

 Any holder who participates in the U.S. Exchange Offer with the intention of participating in any
manner in a distribution of the repositioned U.S. Shares must comply with the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended, in connection with a secondary resale transaction.

16
Can I keep trading Euronav shares on Euronext Brussels during the U.S. Exchange Offer?

Yes, the listing and trading of Euro

September 24 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Registration Statement on Form F-4
Filed  September 8 , 2014
  File No. 333 -198626

Dear Mr. Rodgers :

We have reviewed your registration statement and have the following addition al
comments . 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please t ell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Exhibit 23.6

1. Please revise this consent to refer to the section in the prospectus entitled “Overview of
the Offshore Oil and Gas Industry” as opposed to “Overview of the Oil and Gas
Industry” and re -file.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible f or the accuracy
and adequacy of the disclosures they have made.

Patrick Rodgers
Euronav NV
September 24 , 2014
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowled ging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210  with any
other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

September 22, 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Registration Statement on Form F-1
Filed  September 8 , 2014
  File No. 333 -198625

Dear Mr. Rodgers :

We have reviewed your registration statement and have the following addition al
comments . 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please t ell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Changes to the tonnage tax, page 46

1. We note this added disclosure in the risk factor section.  Please revise to also address this
under “Belgian Tax Considerations,” at page 188 or advise.

Use of Proceeds, page 56

2. We note your disclosure that you intend to repay certain indebtedness with  the net
proceeds of this offering.  Please revise to disclose the interest rate and maturity of such
indebtedness and, for indebtedness incurred within the past year, the uses to which the
proceeds of such indebtedness were put .  Refer to Item 3.C.4 of Form  20-F.

3. We note your disclosure that you intend to use a portion of the net proceeds of this
offering for general corporate purposes  and working capital , “which may include the

Patrick Rodgers
Euronav NV
September 22 , 2014
Page 2

 accretive acquisition of additional new or secondhand vessels .” Please revise t o clarify
what  you mean by “accretive”  acquisitions  and add balancing language that there is no
guarantee that such acquisitions  if they occur  will be accretive .  Also, if known, please
identify any vessels that you are purchasing with the proceeds.    Ref er to Item 3.C.2 of
Form 20 -F.

Certain Relationships and Related Party Transactions, page 130

Registration Rights Agreements, page 130

4. We note your response to our prior comment 4.   Once the terms of the registration rights
agreement are finalized, please revise your disclosure on page 130 to disclose its
significant terms. MD&A and the notes to your financial statements should also be
similarly revised if you plan to enter into this agreement prior to or in connection with the
offering.

Exhibit 10. 18

5. Please re-file this exhibit to include the escrow agreement in  Appendi x 4.

Exhibit 23.6

6. Please re vise this consent  to refer to the section in the prospectus entitled “Overview of
the Offshore Oil and Gas Industry” as opposed to “Overv iew of the Oil a nd Gas
Industry ” and re -file the exhibit .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the C ommission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Patrick Rodgers
Euronav NV
September 22 , 2014
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

You may contact Effie Simpson  at (202) 551 -3346  or Linda Cvrkel, Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210
with any other questions.

Sincerely,

 /s/ Justin Dobbie for

Susan Block
 Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

September 5 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 3  to
Draft Registration Statement on Form F-1
Submitted  August 22 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your response to our prior comment letter to you dated August 13 ,
2014  and have the following addition al comments .

Our Business, page 1

1. We note your disclosure that Peter Livanos serves as the Chairman of the Board of
Directors through his appointment as “permanent” representative of TankLog.  Please
revise to also explain any circumstances where Mr. Livanos may no longer serve as
Chairman, such as if TankLog holds less shares than it currently does, if true, for
instance, or advise.

Management’s Discussion and Analysis, page 54

Critical Accounting Policies , page 59

Vessel Impairment, page 60

2. Based on our conference call on Augu st 27th 2014, we conti nue to believe that
evaluating  your tankers and FSOs, on a fleet basis, as two cash generating units, for
purposes of your impairment analysis pursuant to IAS 36   may not be appropriate. As
outlined in paragraph 6 of IAS 36, a cash -generating unit is the smallest identifiable
group of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. Furthermore, paragraph 66 of IAS 66
provides that if there is any indication that  an asset may be impaired, then the recoverable
amount shall be estimated for that individual asset. Since it appears that you have the

Patrick Rodgers
Euronav NV
September 5 , 2014
Page 2

 ability to individually evaluate the recoverability of your tankers and FSOs as individual
assets, since both your tanke rs that do not operate in pools and your FSOs operate
independently of each other under separate charter arrangements that are largely
independent of the cash inflows from other assets or groups of assets, we continue to
believe that your tankers that do n ot operate in pools and your FSO’s should be
individually evaluated for impairment as separate cash -generating units pursuant to the
guidance in IAS 36. Furthermore, although paragraph 72 of IAS 36 does indicate that
cash generating units shall be identifi ed consistently from period to period, it also
provides that this shall occur “unless a change is justified” which would appear to apply
to situations when your vessels are moved into or out of pool operating arrangements. As
such, we do not believe that t he use of consistent “cash generating units” for your fleet of
vessels provides a basis for considering them a single cash generating unit for purposes of
your impairment analysis. Accordingly, please revise your impairment analysis with
respect to your ta nkers not operating in pools and your FSO’s to treat each vessel as a
separate cash -generating unit for purposes of your most recent impairment analysis.

Our Fleet – Vessel Carrying Values, page 61

3. We note your response and the revisions made to page 62 of MD&A in response to our
prior comment 4.   Please update footnotes (1 ) and (2), as practicable, to disclose the
number of vessels, by type, whose carrying values exceeded their market values at June
30, 2014 and disclose the amounts by which their aggre gate carrying values exceeded
their aggregate market values at this date.

Certain Relationships and Related Party Transactions, page 130

Registration Rights Agreements, page 130

4. We note your response to our prior comment 6.  Once the terms of the registration rights
agreement are finalized, please revise your disclosure on page 130 to disclose its
significant terms. MD&A and the notes to your financial statements should also be
similarly revised if you plan to enter into this agreement prior to or in connection with the
offering.

Security Ownership of Cer tain Beneficial Owners, page 133

5. We note your  response to our prior comment 7 .  Please provide the natural person who
has voting or dispositive power over the shares held by York Capital Management Global
Advisors LLC, Victrix NV, Golden Tree Asset Management LLC and Blue Mountain
Capital Management LLC .

Patrick Rodgers
Euronav NV
September 5 , 2014
Page 3

 Euronav NV Financial State ments

Note 23 Share -based Payment arrangements, page F -78

6. We note from the disclosure in the first paragraph on page F -79 that 50% of the options
issued by the Company can only be exercised if the shares of the Group are admitted for
listing in a recogn ized US listing exchange platform.   Please tell us whether your planned
public offering will result in recognition of compensation expense in your financial
statements in connection with these options. If so, please also tell us the amount of
compensation expense that you expect to recognize in your financial statements as a
result of your planned public offering.
Other

7. Please provide a currently dated consent from the independent registered public
accountants upon the public filing of your Form F -1 regist ration statement.

You may contact Effie Simpson  at (202) 551 -3346  or Linda Cvrkel, Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento at (20 2) 551 -3798  or me at (202) 551 -3210
with any other questions.

Sincerely,

 /s/ Susan Block

Susan Block
 Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

August 14 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted  August 1 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your response to our prior comment letter to you dated May 30, 2014
and have the following addition al comments .

General

1. We note your response to our prior comment 1.  Please confirm you will continue to
make conforming changes to this Form F -4, based on any comments we may have on the
Form F -1, throughout the review process.

Exhibit 5 .1

2. Please revise the last paragraph of the opi nion to have legal counsel consent to the use of
its name under th e caption  “Taxation  —Belgian Tax Considerations” instead of “Tax
Considerat ions—Belgian Tax Considerations ” or advise.

Exhibit 8.2

3. Please revise the second and third sentence s of the third  paragraph on page 1 of the
opinion to reference the caption s “Taxation ” and “Taxation —Belgian Tax
Considerations” instead of “ Tax Considerations ” and “ Tax Considerations —Belgian Tax
Considerations.”

Patrick Rodgers
Euronav NV
August 14 , 2014
Page 2

 Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210  with any
other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

August  13, 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 2  to
Draft Registration Statement on Form F-1
Submitted  July 29, 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your response to our prior comment letter to you dated June 27, 2014
and have the following addition al comments .

Prospectus Summary, page 1

Our Business, page 1

1. We note your disclosure in this section that you have agreed  to acquire  four additio nal
vessels from Maersk Tankers. W e also note your disclosure on page 8 that the proceeds
from the recent underwritten private offering of ord inary shares in Belgium will partially
finance the purchase price of these vessels  and on page 36 that you expect to incur
additional indebtedness when you take delivery of these vessels .  Please disclose in this
section, MD&A and Business how you intend t o pay the full cost of these vessels.

Recent Developments, page 8

2. Please revise your recent developments section to explain the facts and circumstances
that resulted in the significant increase in your revenues and net finance expenses and the
significan t decrease in depreciation during the six months ended June 30, 2014 as
compared to the comparable period of 2013.

Patrick Rodgers
Euronav NV
August 13 , 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition, page 54

Critical Accounting Policies , page 59

Vessel Impairment, page 60

3. We note from your response to our prior comment number 5 that the Company believes
that it has properly defined its cash generating unit as a group of vessels operating as a
fleet in accordance with IAS 36, irrespective of whether each vessel is employed  on a
charter, in the spot market or through a pooling arrangement, due to the similarity and
interchangability of the Company’s vessels and the high likelihood that a vessel will
change employment types during its useful life.  We also note that you belie ve that a cash
generating unit is the smallest identifiable group of assets that generates cash inflows that
are largely independent of cash inflows from other groups of assets and that the
composition of a cash generating unit should remain consistent fro m period to period
pursuant to paragraphs 68 and 72 of IAS 36.  Please note that we do not believe that the
interchangeability of your vessels or the fact that the manner in which they may be
employed in the future provide a basis for evaluating your group  of vessels operating as a
fleet as a single cash generating unit for purposes of your impairment analysis. As
outlined in paragraph 6 of IAS 36, a cash -generating unit is the smallest identifiable
group of assets that generates cash inflows that are large ly independent of the cash
inflows from other assets or groups of assets. Furthermore, paragraph 66 of IAS 66
provides that if there is any indication that an asset may be impaired, then the recoverable
amount shall be estimated for that individual asset. Since it appears that you have the
ability to individually evaluate the recoverability of your tankers and FSOs as individual
assets, since both your tankers that do not operate in pools and your FSOs operate
independently of each other under separate char ter arrangements that are largely
independent of the cash inflows from other assets or groups of assets, we continue to
believe that your tankers that do not operate in pools and your FSO’s should be
individually evaluated for impairment as separate cash -generating units pursuant to the
guidance in IAS 36. Furthermore, although paragraph 72 of IAS 36 does indicate that
cash generating units shall be identified consistently from period to period, it also
provides that this shall occur “unless a change is jus tified” which would appear to apply
to situations when your vessels are moved into or out of pool operating arrangements. As
such, we do not believe that the use of consistent “cash generating units” for your fleet of
vessels provides a basis for consideri ng them a single cash generating unit for purposes of
your impairment analysis. Accordingly, please revise your impairment analysis with
respect to your tankers not operating in pools and your FSO’s to treat each vessel as a
separate cash -generating unit f or purposes of your most recent impairment analysis.

Our Fleet – Vessel Carrying Values, page 61

4. We note your response to our prior comment number 7 in which you explain your
rationale for not providing the carrying values of each of your vessels in the tables on

Patrick Rodgers
Euronav NV
August 13 , 2014
Page 3

 page 62. Please note that we will not object to your decision not to provide this disclosure
in your filing. However, we believe that the usefulness of the disclosures provided in the
table on page 62 would be enhanced by disclosing the actual nu mber of vessels in your
fleet, by type, whose carrying values exceeded their market values at December 31, 2013,
and the aggregate amount by which their carrying values exceed these estimated market
values at this date. We believe this disclosure would be more meaningful than providing
this information for your fleet, by type, as a whole. Please revise your disclosures on page
62 accordingly.

Contractual Obligations, page 78

5. We note the changes that have been made to the pro forma table of contractual
obligations on page 79 in response to our prior comment number 9.   Please revise the
table to provide footnote disclosure explaining the nature of the adjustments that have
been made to your historical contractual obligations to arrive at the amounts present ed in
the pro forma table. Your revised disclosures should be presented in a level of detail
consistent with that provided in footnote (2) on page 45 of the draft registration
statement.

Certain Relationships and Rel ated Party Transactions, page 13 1

Regi stration Rights Agreements, page 131

6. We note your response to our prior comment number 11.  Once the terms of the
registration rights agreement are finalized, please revise your disclosure on page 131 to
disclose its significant terms. MD&A and the notes to your financial statements should
also be similarly revised if you plan to enter into this agreement prior to or in connection
with the offering.

Security Ownership of Certain Beneficial Owners, page 134

7. We note your response to our prior comment 12.  We also note that your revised
disclosure directs the reader to the Company’s website regarding additional beneficial
ownership discussion.  Instead, please put the beneficial ownership discussion here, in the
footnotes to the beneficial ownership table.

Note 10 – Earnings per share, page F -13

8. We note the discl osures that have been provided in Note 10 in response to our prior
comment number 14 which indicate that for the periods presented, the issuance of the
additional ordinary shares upon the conversion  of the remaining 30 outstanding perpetual
convertible preferred equity shares and convertible notes would have been antidilutive to
existing shareholders (that is, earnings per share would increase). Given the Company’s

Patrick Rodgers
Euronav NV
August 13 , 2014
Page 4

 positive net earnings for the three  months ended March 31, 2014, please explain why the
conversion of these securities into ordinary shares would be anti -dilutive for this period.

9. We note the changes that have been made to Note 10 in response to our prior comment
number 16 but do not believe the changes made were fully responsive to our prior
comment. Please revise to also disclose the number of instruments (including
contingently issuable shares) that could potentially dilute basic earnings per share in the
future, but that were not i ncluded in the computation of diluted earnings per share for the
three months ended March 31, 2013 because they are antidilutive for this period. Refer to
the disclosure requirements outlined in paragraph 70(c) of IAS 33.

10. We note the changes that have bee n made to Note 10 in response to our prior comment
number 17.  It appears that the “shares on issue at March 31, 2013” as reflected in the
table on page F -13 should be as of March 31, 2014. Please advise or revise.

Exhibits 5.1 and 5.2

11. In the penultimate paragraph of page 1 of each of the se opinions, the capitalized term
“Offering” is used yet this term is not defined in the opinion s.  Please revise .

Other

12. Please provide a currently dated consent from the independent registered public
accountants upon th e public filing of your Form F -1 registration statement.

You may contact Effie Simpson  at (202) 551 -3346  or Linda Cvrkel, Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters .  Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210
with any other questions.

Sincerely,

 /s/ Susan Block

Susan Block
 Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

June 27 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted  June 16 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your response to our prior comment letter to you dated May 23, 2014
and have the following addition al comments .

Prospectus Summary, page 1

Our Business , page 1

1. We note your response to our prior comment 7 and that you indicate the agreements have
been filed, but we are unable to locate the agreement or memorandum of agreement.
Please advise.  Please note that we may have additional comments when such documents
are filed .

Corporate Structure, page 9

2. Please provide some additional disclosure accompanying the chart on page 10 to explain
what is meant by your “simplified organization structure.”  Please include text to
accompany the di agram to explain that, for instance, the principal shareholders, or other
shareholders, of Euronav NV are not depicted in the diagram.

Summary Financial and Operating Data, page 13

Selected Consolidated Financial and Other Data, page 50

3. We note the changes that have been made to your summary financial and operating data
and your selected consolidated financial and other data in response to our prior comment

Patrick Rodgers
Euronav NV
June 27 , 2014
Page 2

 21 but do not believe that the changes made were fully responsive to our prior com ment.
As noted in our prior comment, since the general and administrative expenses associated
with your joint ventures are not reflected in your consolidated financial statements under
IFRS, we do not believe it is appropriate to present a measure that inc ludes expenses that
are not included in your financial statements on a consolidated basis. Accordingly, please
revise to delete the measure “average daily general and admin istrative expenses per
vessel -owned tanker segment and joint ventures” from your sum mary financial and
operating data and your selected consolidated financial and other data.

4. We note the changes that have been made to footnote (9) in response to our prior
comment 22. Please revise the reconciliation of your profit and loss to your adjust ed
EBITDA to provide separate disclosure of the adjustments related to your equity
accounted investees.

Management ’s Discussion and Analysis of Financial Condition, page 54

Critical Accounting Policies, page 59

Vessel Impairment, page 60

5. We note from y our response to our prior comment 31 that the Company believes that   it
has properly defined its cash generating unit as a group of vessels operating as a fleet in
accordance with IAS 36 rather than on an individual basis. We also note that although the
Company’s vessels operate independently of each other under separate charters, the
Company believes that its vessels are substantially interchangeable such that they should
not individually represent a separate cash -generating unit for purposes of any impair ment
analysis. We further note that for vessels participating in pooling arrangements where the
Company receives its share of net voyage revenues less administrative expenses in
accordance with a system of points allocated to each vessel, it would not be p ossible to
determine the amount of cash inflows at the level of each individual vessel. While we
understand that because separate cash flows for vessels operating in pooling
arrangements are not available, these vessels must be evaluated for impairment on a
collective basis, we co ntinue to have concern that it  may not be appropriate to include
your tankers not operating in pools and FSOs into two cash generating units for purposes
of your impairment analysis pursuant to IAS 36. As outlined in paragraph 6 of  IAS 36, a
cash-generating unit is the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of
assets. Since both your tankers that do not operate in pools and your F SOs operate
independently of each other under separate charter arrangements that are largely
independent of the cash inflows from other assets or groups of assets, we continue to
believe that your tankers that do not operate in pools and your FSO’s should be
individually evaluated for impairment as separate cash -generating units pursuant to the
guidance in IAS 36. Please revise your impairment analysis with respect to your tankers
not operating in pools and your FSO’s to treat each vessel as a separate cash -generating

Patrick Rodgers
Euronav NV
June 27 , 2014
Page 3

 unit for purposes of your most recent impairment analysis. Alternatively, please explain
in further detail why you do not believe your vessels not operating in pools or your FSO’s
do not represent separate cash generating units as defined in pa ragraph 6 of IAS 36.

6. We note your response to our prior comment 32 and the revisions that have been made to
page 61 of MD&A in response to our prior comment. However, we do not believe that
your revisions or your response adequately addressed the concerns  raised in our prior
comment. Given the significant volatility that has existed in recent periods with respect to
vessel charter rates, and the significant variation in   the results of your impairment
analysis that could occur in the event that different a ssumptions were used in estimating
discounted cash flows, we continue to believe that your discussion on page 61 should be
revised to provide a sensitivity analysis as to how your impairment analysis would be
impacted in the event that current charter hire  rates or 1 -year historical charter rates were
used in estimating discounted cash flows for your vessels for unchartered periods. Please
revise your discussion on page 61 to explain how your impairment analysis for the most
recent period presented in your financial statements would be impacted in the event that
current charter hire rates or 1 -year historical charter rates were used for purposes of
determining discounted cash flows for unchartered periods.

7. We note your response to our prior comment 33. We c ontinue to believe that providing
this information for each of your vessels provides investors with insight in to the extent to
which you would incur a loss if you were to sell a particular vessel in your fleet. Please
revise the table on page 62 to disclo se the following for each of your vessels: vessel
names, the date acquired and the carrying value. Also, please indicate by footnote or
otherwise those vessels whose carrying values exceed their estimate market
values.   Please note that we will not object to your provision disclosure of the amounts by
which by the aggregate carrying values of your vessels exceed the aggregate fair values
of the vessels in footnotes to the table as currently disclosed.

Our Borrowing Activities, page 73

8. Since debt of your j oint venture investees is not reflected on your consolidated balance
sheet, please revise the table on pages 73 and 74 to clearly indicate which debt is
included in your consolidated balance sheet. Also, please revise to eliminate the debt of
your joint ve ntures that is not reflected in your consolidated balance sheet from the total
described as “total interest bearing debt” as we believe it potentially confusing since it
implies that the debt of your joint ventures is reflected in your consolidated balance  sheet.

Contractual Obligations, page 78

9. We note the pro forma contractual obligations table that has been included on page 79 in
response to our prior comment 35. Please explain why the various changes in your
outstanding debt obligations reflected in the introductory paragraph to your capitaliz ation
table on page 44 of the registration statement, and which have been reflected in your “as

Patrick Rodgers
Euronav NV
June 27 , 2014
Page 4

 adjusted” capitalization on pages 44 and 45, have not been reflected in the pro forma
contractual obligations table. Please advise or revise as appropriate.

The International Oil Tanker Shipping Industry, page 81

Overview of the Offshore Oil and Gas Industry, page 100

10. We note your response to our prior comment 36.  Please remove the language “subject to
these limitations” in the last sentence of the introductory paragraph .

Certain Relationships and Related Party Transactions,  page 13 1

Registr ation Rights Agreements, page 13 1

11. We note your response to previous comment 40.   Once the terms of the registration rights
agreement are finalized, please revi se your disclosure on page 131 to disclose its
significant terms. MD&A should also be similarly revised if you plan to enter into this
agreement prior to or in connection with the offering.

Security Ownership of Certain Beneficial Owners, page 134

12. We not e your response to our prior comment 44 and re -issue the comment.  For each of
the entities listed in the table, please provide the natural person who has voting or
dispositive power over the shares listed.  Refer generally to General Instruction F to Form
20-F, regarding beneficial owner definition.

Consolidated Statement of Financial Position, page F -2

13. We note from your response to our prior comment 54 that the Company has included its
unaudited condensed consolidated interim financial statements as of and for the three
months ended March 31, 2014 and 2013, and the notes thereto, and an updated
capitalization table which reflects changes in the Company’s capitalization during the
period subsequent to December 31, 2013 through March 31, 2014. We also note  that the
company will adjust the capitalization table to give effect to significant changes in the
Company’s capitalization that have occurred subsequent to March 31, 2014 and which
are expected to occur at the closing of the offering. However, we do not believe that the
changes to the registration statement referenced above were fully responsive to our prior
comment. As the disclosure on page 136 and elsewhere in the filing indicates that you
have the option to convert your perpetual convertible preferred  equity securities if your
share price reaches a certain level over a certain period of time and your ordinary shares
have been admitted to listing on the New York Stock exchange or the Nasdaq Stock
Exchange and you disclose that you plan to exercise this option and issue 12,297,073
shares at the closing of the offering upon the conversion of the remaining 30 outstanding
perpetual convertible preferred equity shares, please revise   to include a pro forma

Patrick Rodgers
Euronav NV
June 27 , 2014
Page 5

 balance sheet alongside your historical balance sheet  as of March 31, 2014, giving effect
to these changes in capitalization that will occur in connection with the offering. The
notes to your financial statements should also be revised to explain the nature of the pro
forma presentation.

14. In a related matt er, since it appears that the shares to be issued as a result of the
conversion of the remaining 30 outstanding perpetual convertible preferred equity shares
into 12,297,073 ordinary shares in connection with your offering will have a dilutive
effect on yo ur first quarter earnings per share, please revise to disclose pro forma
earnings per share on the face of your statement of operations for the latest fiscal year and
subsequent interim period presented in your financial statements giving effect to the
conversion of your the remaining 30 outstanding perpetual convertible preferred equity
shares into 12,297,073 ordinary shares in connection with your offering.

Condensed Consolidated Interim Statement of Profit or Loss, page F -3

15. Please revise the notes to y our interim financial statements to disclose the weighted
average number of ordinary shares used to calculate your basic and diluted earnings per
share for each period presented. The notes to your financial statements should also be
revised to include a re conciliation of weighted average shares used to compute basic and
diluted earnings per share. Refer to the guidance outlined in paragraph 70(b) of IAS 33.

16. In addition, please revise the notes to your financial statements to disclose the number of
instruments (including contingently issuable shares) that could potentially dilute basic
earnings per share in the future, but that were not included in the computation of diluted
earnings per share because they are antidilutive for the periods presented. Refer to the
disclosure requirements outlined in paragraph 70(c) of IAS 33.

Condensed Consolidated Interim Statement of Changes in Equity, page F -5

17. Given the significant changes in equity that occurred during the three months ended
March 31, 2014, please  revise the notes to your interim financial statements to include a
reconciliation of the number of ordinary shares outstanding at the beginning and end of
the three months ended March 31, 2014. Refer to the disclosure requirements outlined in
paragraph 79  of IAS 1.

Part II

Item 7. Recent Sales of Unregistered Securities, page II -1

18. Please indicate the section of the Securities Act of 1933 or the rule of the Commission
under which exemption from registration was claimed for each of the transactions in thi s
section and state briefly the facts relied upon to make the exemption available.  Give the
name of the principal underwriters, if an y.  As to any such securities not publicly offered,

Patrick Rodgers
Euronav NV
June 27 , 2014
Page 6

 name the persons or identify the class of persons to whom the securiti es were sold.  See
Item 701  of Regulation S -K.

Other

19. Please provide a currently dated consent from the independent registered public
accountants in upon the public filing of your Form F -1 registration statement.

You may contact Effie Simpson  at (202) 551-3346  or Linda Cvrkel, Accounting Branch
Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210
with any other question s.

Sincerely,

 /s/ Susan Block

Susan Block
 Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

May 30 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Draft Registration Statement on Form F-4
Submitted  May 6 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have limited our review  of your draft registration statement  to those issues we have
addressed in the  following comments.  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe ou r comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments .

General

1. We note that you have outstanding comments related to your registration statement on
Form F -1 (File No. 377 -00585 ) originally submitted on April 29 , 2014. Please note that
all comments on the referenced Form F -1 and any subsequent amendments thereto will
need to be fully resolved and, to the extent applicable, this Form F -4 will need to be
revised to address such comments before we act on a request for acceleration of the
effecti veness of this Form F -4.

2. Please confirm supplementally that the offer will be open for at least 20 full business
days to ensure compliance with Rule 14e -1(a).  Further, please confirm that the
expiration date will be included in the final prospectus disse minated to security holders
and filed pursuant to the applicable provisions of Rule 424.

Patrick Rodgers
Euronav NV
May 30 , 2014
Page 2

 3. As currently represented, the offer could be open for less than 20 full business days due
to the 5:00 p.m. expiration time instead of an expiration time of midnight on  what
ultimately may be the twentieth business day following commencement of the offer. See
Q&A No. 8 in Exchange Act Release No. 16623 (March 5, 1980). Please confirm in your
response that the offer will be open at least through midnight on the twentieth business
day following commencement. See Rule 14d -1(g)(3).

Calculation of Registration Fee Table

4. Please tell us when you will be indicating the number of shares registered for the
exchange offer.

The Exchange Offer, page 126

5. Please tell us when the Original Shares were offered and if you plan on disclosing that in
the registration statement prior to effectiveness.  We may have further comment when we
review your response.

Expiration Date, page 128

6. Refer to the bullet points on page  128. The first bullet point references a delay in the
acceptance of Original Shares “as may be permitted under SEC rules.” The second bullet
point refers to an e xtension of the Exchange Offer.  It is not clear under what
circumstances the acceptance of Origin al Shares could be delayed other than for the
satisfaction of certain regulatory conditions which are not offer conditions in t his
Exchange Offer.  Clarify in what circumstances you will delay acceptance and confirm
that any such delay will be consistent w ith Rule 14e -1(c).  For example, if you are
referring to the right to delay acceptance only due to an extension of the exchange offer,
so state.   Please revise or advise .

7. We note your disclosure that you reserve the right, in your sole discretion, to de lay
acceptance of any Original Shares if you determine that a stated condition to the offer has
been triggered.  When an offer condition is triggered by events that occur before
expiration of the offer, you should inform target security holders how you int end to
proceed immediately, rather than waiting until the end of the offer period, unless the
condition is one where satisfaction of the condition may be determined only upon
expiration.  Please confirm your understanding in your response letter.

Conditio ns of the Exchange Offer, page 130

8. We note your disclosure that your failure at any time to exercise the rights discussed in
the first paragraph in this section will  not be considered a waiver by you of that right.
When an offer condition is triggered an d you decide to proceed with the offer anyway,
we believe that this decision constitutes a waiver of the triggered condition.  Depending

Patrick Rodgers
Euronav NV
May 30 , 2014
Page 3

 on the materiality of the waived condition and the number of days remaining in the offer,
you may be required to extend  the offer and re -circulate new disclosure to security
holders.  Please confirm your understanding in your response letter.

Exhibits

9. Please file the Form of Letter of Transmittal.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingproced ures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR  200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letter s to you .

Please contact Ada D. Sarmento at (202) 551 -3798  or me at (202) 551 -3210  with any
other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

cc: Via E-mail
 Gary J. Wolfe , Esq.

May 23 , 2014

Via E -mail
Patrick Rodgers
Chief Executive Officer
Euronav NV
De Gerlachekaai  20
2000 Antwerpen
Belgium

Re: Euronav NV
Draft Registration Statement on Form F-1
Submitted  April 29 , 2014
  CIK  No. 0001604481

Dear Mr. Rodgers :

We have reviewed your draft registration statement  and have the following comments.  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments .

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research rep orts about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your off ering .

2. We note that you have included graphics following the cover page of the prospectus.
Please tell us, with a view towards revised captions, whether the graphics are

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 2

 reproductions of your actual vessels in operation or if they are artistic renderings  not
based on your actual vessels.  Additionally, p rior to printing and distribution of the
preliminary prospectus, please provide us with any other mock -ups of pages that include
any pictures or graphics to be presented.  Accompanying captions, if any, sh ould also be
provided.  We may have comments after reviewing the materials .

3. We note that you have leased office space.  Please provide the disclosure required by
Item 4.D of Form 20 -F or tell us why it’s not necessary.

4. Please define FSMA the first time i t is used in the document.

Prospectus Summary, page 1

5. In one of the opening paragraphs, please include your revenue and net losses (or profit)
for the most recent audited and interim stub, as applicable.  This will help to provide a
financial snapshot of  your company.  We also note that you have described your
competitive strengths elsewhere in the summary.  Please also balance the disclosure in
the summary by discussing the decrease in voyage and time charter revenues in the 2013
fiscal year, the capital -intensive nature of your business and your other key risks.

Our Business , page 1

6. We note you disclose your principal shareholders percentage ownership in the second
paragraph.  Please update, to the extent practicable, to reflect their ownership percentages
post-offering.  Please update also at page 6, under “Principal shareholders’ and
directors,” and at page 11, under “Corporate Structure,” and throughout as necessary.

7. We note your disclosure that you have agreed to acquire 15 vessels from Maer sk Tankers
Singapore Pte Ltd.  Please file the acquisition agreement as an exhibit or tell us why this
agreement is not material to you .

8. We note that you referenc e your charters with Chevron, Maersk Oil, Total and Valero  in
the fifth paragraph of this section.  Please revise to clarify that you do not have exclusive
charter agreements in place with Chevron, Maersk Oil, Total and Valero  and there is no
guarantee that they will continue a chartering relationship with you .  Please also revise
the “Strong and strategic relationships…” paragraph on page 6 accordingly.

9. We note your disclosure in the fifth paragraph of this section that your chartering strategy
allows you to capitalize on opportunities in an environment of increasing rates by
maximizing your expo sure to the spot market.  Please revise to add balancing language
that your exposure to the spot market will also subject your fleet to spot market downside
if and to the extent charter rates decrease.

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 3

 Positive Industry Fundamentals, page 5

Increased gl obal oil consumption, page 5

10. Please refrain from presenting compound annual growth rates where the disclosure is not
accompanied by the numbers for each year because it tends to illustrate two points in
time and does not show trends in the intervening yea rs.  Please also revise under the
International Shipping Industry Section, at page 76 , and throughout, as necessary.

11. Please revise to add balancing language that there is no guarantee that past growth rates
in oil consumption will continue.

Competitive Strengths, page 5

Strong and strategic relationships, page 6

12. Please provide us with support for your statement that your charters are “high quality”
and briefly describe the characteristics that make them so.

Experienced management team with a proven growth track record, page 6

13. Please remove  the reference to your “ proven growth track record” and similar statements .

Demonstrated access to financing, page 6

14. Your statement in this section that you have demonstrated your ability to access financing
throughout your history and during the recent global financial crises suggests you are
guaranteeing this outcome in the future.  Please balance this discussion by indicating that
there is no guarantee that you will be able to access financing similarly going forward.

Our B usiness Strategies, page 7

15. Please explain what it means to “dynamically” manage the size of your fleet.   As such,
please revise to clarify.

16. We note your disclosure that you intend to reinforce your position as one of the “leading”
global tanker owners an d operators.  Please revise to state that this is your belief,
substantiate this statement to us or remove this statement .

Selectively buy and sell vessels, page 7

17. We note your disclosure that you intend to selectively buy and sell vessels in order to
maintain high quality vessels at attractive prices.  Pleas e revise this paragraph to include
balancing language that there is no guarantee that you will able to do so .

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 4

 Recent Developments, page 7

18. We note the disclosure in the second paragraph regarding th e Maersk Acquisition Vessels
and that you expect to take delivery of the 12 remaining vessels during the first half of
2014.  We note, however, that there appear to be 13 Maersk Acquisition Vessels listed in
the chart at the top of page 3, which are listed  as to be delivered.  Please revise for
consistency or advise.

Unaudited results for the three months ended March 31, 2014 and 2013, page 9

19. We note from footnote (1) that the that data presented for the three months ended
March  31, 2014 have been prepared in accordance with IFRS and are unaudited. We also
note that the comparative figures for 2013 have been restated following the application of
IFRS 10 and IFRS 11 on Joint Arrangements. Please revise to disclose how the adoption
of IFRS 10 and IFRS  11 impacted your reported results of operations and financial
condition for the three months ended March 31, 2013. Also please tell us and revise
MD&A to discuss how the adoption of IFRS 10 and IFRS 11 impacted the accounting
treatment for your investment s in your joint ventures and explain in MD&A how the
adoption of this guidance will impact your accounting treatment of your joint ventures for
the various periods presented in your consolidated financial statements.

Summary Financial and Operating Data, page 15

Selected Consolidated Financial and Other Data, page 48

20. Refer to footnote (6) – Please revise footnote (6) to p rovide the calculation of
“net revenues” for your VLCC, Suezmax, and Tanker fleets.

21. We note that you present the measure daily general  and administrative expenses in your
Summary Financial and Operating Data and in your Selected Consolidated Financial and
Other Data. We further note from footnote (8) that this measure is calculated by dividing
general and administrative expenses by calen dar days for both your owned fleet as well
as for the fleet you have in joint ventures for the relevant time period. Since the general
and administrative expenses associated with your joint ventures are not reflected in your
consolidated financial statemen ts under IFRS, we do not believe it is appropriate to
present a measure that includes expenses that are not included in your financial
statements on a consolidated basis. If you wish to present this measure, please revise this
measure to exclude the genera l and administrative expenses and related calendar days of
operation for the fleet of your joint venture operations.

22. We note that you present the non -GAAP measure “EBITDA” in your Summary Financial
and Operating Data and your Selected Consolidated Financi al and Other Data. We further
note from footnote (9) that your calculation of EBITDA makes an adjustment for your
share of profit and loss of equity accounted investees. As EBITDA by definition is

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 5

 earning before interest, taxes, depreciation and amortizati on, please revise to either
eliminate the adjustment for your share of profit and loss of equity accounted investees or
alternatively, revise to label this measure as “adjusted EBITDA”.   In addition, if the
measure is retitled “adjusted EBITDA” please tell  us and revise your disclosure in
footnote (9) to explain why a measure which excludes your share of the profit and loss of
equity accounted investees provides useful information to potential investors in your
ordinary shares.

Risk Factors, page 21

If the tanker industry, which historically has been cyclical, page 21

23. To the extent practicable, please indicate where the tanker industry is in the cycle, so that
investors can assess the risk.

We are dependent on spot charters , page  29

24. Please revise to discuss and quantify whether spot charter rates are high or low in
comparison to historical rates so that investors can assess the discussed risk .

Our shareholders residing in countries, page 35

25. The wording of your risk factor on page 35 is vague and not  helpful to any potential U.S.
investor seeking to assess the risk you are trying to convey.   At the very least, indicate in
this discussion, and in the discussion beginning on page 139 regarding dividends that are
subject to withholding in Belgium, whethe r there is a treaty concerning the avoidance of
double taxation  between the Kingdom of Belgium and the United States that reduces the
Belgian dividend withholding tax rate for U.S. residents holding shares in Belgian
companies and what that rate is.   We no te there is a reference in the section of the
prospectus concerning federal taxation of U.S. holders of Euronav’s shares on page 135
to “the U.S. -Belgian Treaty” but with no other identifying information and no discussion
of the treaty.

We may be unable t o comply with the restrictions and financial covenants, page 36

26. If there is a risk that you may not be able to maintain any of the financial ratios or
covenants, please disclose the ratios or covenants that you need to maintain here and
show how you curre ntly satisfy the ratios or covenants, so that investors can assess the
risk.

Use of Proceeds, page 42

27. We note the mention of general capital purposes, working capital, acquisition of
secondhand vessels or repayment of indebtedness, as possible use of pro ceeds.  If known,

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 6

 please revise to indicate the approximate estimated use of proceeds that you will use for
each separately or advise.  Refer to Item 3.C.1 of Form 20 -F.

28. Please revise to discuss your plan for acquiring additional vessels in greater detail , if
known, including whether you have determined a number of vessels to be purchased, the
price of those vessels, as well as major vessel characteristics, such as age, size class, and
other criteria. Refer to Item 3.C.2 of Form 20 -F.

29. In the alternative t o the above two comments, if you do not  have any specific plans for
the proceeds, please discuss the principal reasons for the offering .  Refer to Item 3.C.1 of
Form 20 -F.

Capitalization, page 43

30. Please revise to provide footnote disclosures explaining the nature and amounts of the
various adjustments that have been made to your historical capitalization amounts in
connection with the various transactions that have been described in the second bullet
point in the paragraph preceding your capitalization t able to arrive at the “as adjusted”
amounts presented in the table. Your revised disclosure should clearly explain the nature
and amounts of the various adjustments made to the historical amounts to arrive at the as
adjusted amounts that have been disclose d.

Management Discussion and Analysis, page 52

Critical Accounting Policies , page 57

Vessel Impairment, page 58

31. We note the disclosure on page 58 which indicates that the carrying amounts of your
vessels are reviewed at each reporting date to determine  whether there is any indication
of impairment, and if any such indication exists, the recoverable amount is estimated. We
further note that you define your cash generating unit not as a single vessel but as a group
of vessels operated as a fleet and as su ch you have defined two cash generating units,
namely FSOs and tankers. Given that your various vessels appear to operate
independently of each other and operate under their own separate chartering
arrangements with their own individual crews, please expla in in further detail why you do
not believe that your individual vessels represent separate cash generating units which
should be evaluated individually for potential impairments in their recorded values
pursuant to the guidance in IAS 36. Absent a satisfa ctory response to this matter, we
would expect your impairment analysis for all periods presented in your financial
statements to be performed separately for each of your vessels since each of your vessels
appears to represent a separate cash generating un it as defined in paragraph 6 of IAS 36.

Patrick Rodgers
Euronav NV
May 23 , 2014
Page 7

 32. Please note that the Critical Accounting Policies section is intended to focus on the
sensitivity aspects of your critical accounting policies, that is, the likelihood that
materially different amounts would be reported under different conditions or
assump tions.   In making disclosures under FR -60, registrants need not repeat information
that is already included in the financial statements or other sections of the filing.   In this
regard, we note the disclosure indicating that in estimating future charter ra tes for your
vessels for purposes of performing your impairment analysis pursuant to IAS 36,
management takes into consideration estimated daily time charter equivalent rates for
each vessel type over the estimated remaining useful lives. We also note that  the
estimated daily time charter equivalent rates are based on the trailing 10 -year historical
average rates, based on quarterly average rates published by a third -party maritime
research service. Given the volatility in charter rates that has existed in recent periods as
well as the uncertainty that exists with respect to future charter rates that may be obtained
for your vessels, please revise your discussion on page 58 to explain how your
impairment analysis with respect to your vessels would be imp