SecProbe.io

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 Performance Shipping Inc.
 373 Syngrou Avenue
 175 64 Palaio Faliro
 Athens, Greece
 Tel: +30-216-600-2400

 May 19, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549-7010

 Re:

 Performance Shipping Inc.

 Registration Statement on Form F-3 (File No. 333-295541)
 Originally filed on May 4, 2026

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated so that it will be made effective at 5:00
 p.m. Eastern Time on May 21, 2026, 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 Will Vogel of Watson Farley & Williams LLP, counsel to the undersigned registrant, at
 (212) 922-2280.

 Yours truly,

 PERFORMANCE SHIPPING INC.

 By:

 /s/ Andreas Michalopoulos

 Name:

 Andreas Michalopoulos

 Title:

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2026

Andreas Michalopoulos
Chief Executive Officer
Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece

 Re: Performance Shipping Inc.
 Registration Statement on Form F-3
 Filed May 4, 2026
 File No. 333-295541
Dear Andreas Michalopoulos:
 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 Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Will Vogel
</TEXT>
</DOCUMENT>

CORRESP
1
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      Performance Shipping Inc.

      373 Syngrou Avenue

      175 64 Palaio Faliro

      Athens, Greece

      Tel: +30-216-600-2400

            May 2, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549-7010

            Re:

            Performance Shipping Inc.

            Registration Statement on Form F-3 (File No. 333-271398)

      Ladies and Gentlemen:

          The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be
            accelerated so that it will be made effective at 4:00 p.m. Eastern Time on May 4, 2023, 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 Will Vogel of Watson Farley & Williams LLP, counsel to the undersigned registrant,
        at (212) 922-2280.

            Yours truly,

            PERFORMANCE SHIPPING INC.

            By:

            /s/ Andreas Michalopoulos

            Name:

            Andreas Michalopoulos

            Title:

            Chief Executive Officer

United States securities and exchange commission logo
April 28, 2023
Andreas Michalopoulos
Chief Executive Officer
Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
Re:Performance Shipping Inc.
Registration Statement on Form F-3
Filed April 21, 2023
File No. 333-271398
Dear Andreas Michalopoulos:
            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 Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel

CORRESP
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      Performance Shipping Inc.

      373 Syngrou Avenue

      175 64 Palaio Faliro

      Athens, Greece

      Tel: +30-216-600-2400

    February 6, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549-7010

            Re:

              Performance Shipping Inc.

                Registration Statement on Form F-3 (File No. 333-269449)

      Ladies and Gentlemen:

      The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated so that it will be made effective at 5:00
        p.m. Eastern Standard Time on February 8, 2023, 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 Todd Johnson of Watson Farley & Williams LLP, counsel to the undersigned registrant, at
        (929) 302-0242.

            Yours truly,

            PERFORMANCE SHIPPING INC.

            By:

            /s/ Andreas Michalopoulos

            Name:

            Andreas Michalopoulos

            Title:

            Chief Executive Officer

United States securities and exchange commission logo
February 3, 2023
Andreas Michalopoulos
Chief Executive Officer
Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
Re:Performance Shipping Inc.
Registration Statement on Form F-3
Filed January 27, 2023
File No. 333-269449
Dear Andreas Michalopoulos:
            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 Cheryl Brown, Staff Attorney, at (202) 551-3905 or Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

United States securities and exchange commission logo
August 24, 2022
Andreas Michalopoulos
Chief Executive Officer
Performance Shipping Inc.
373 Syngrou Ave.
175 64 Palaio Faliro
Athens, Greece
Re:Performance Shipping Inc.
Registration Statement on Form F-3
Filed August 18, 2022
File No. 333-266946
Dear Mr. Michalopoulos:
            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 Arthur Tornabene-Zalas at (202) 551-3162 or Liz Packebusch, Staff
Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

CORRESP
1
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      Performance Shipping Inc.

      373 Syngrou Avenue

      175 64 Palaio Faliro

      Athens, Greece

      Tel: +30-216-600-2400

            August 24, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549-7010

              Re:

                Performance Shipping Inc.

                Registration Statement on Form F-3 (File No. 333-266946)

      Ladies and Gentlemen:

      The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated so that it will be made effective at
        9:00 a.m. Eastern Daylight Time on August 29, 2022, 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 Will Vogel at (212) 922-2280 of Watson Farley & Williams LLP, counsel to the
        undersigned registrant.

            Yours truly,

            PERFORMANCE SHIPPING INC.

            By:

            /s/ Andreas Michalopoulos

            Name:

            Andreas Michalopoulos

            Title:

            Chief Executive Officer

CORRESP
1
filename1.htm

      Performance Shipping Inc.

      373 Syngrou Avenue

      175 64 Palaio Faliro

      Athens, Greece

      Tel: +30-216-600-2400

                  May 24, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549-7010

            Re:

              Performance Shipping Inc.

       Registration
          Statement on Form F-1, as amended (File No. 333- 255100)

      Ladies and Gentlemen:

      The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 be accelerated so that it will be made effective at
        5:00 p.m. Eastern Daylight Time on May 26, 2022, 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 Will Vogel at (212) 922-2280 of Watson Farley & Williams LLP, counsel to the
        undersigned registrant.

            Yours truly,

            PERFORMANCE SHIPPING INC.

            By:

            /s/ Andreas Michalopoulos

            Name:

            Andreas Michalopoulos

            Title:

            Chief Executive Officer

    May 24, 2022

    Securities and Exchange Commission

    100 F. Street, NE

    Washington, D.C. 20549

          Re:

            Performance Shipping Inc.

     Registration Statement on Form F-1

     File No.  333-255100

    VIA EDGAR

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group
      LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, May 26, 2022, or as soon
      thereafter as practicable.

    The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

              (i)

              Date of preliminary prospectus:  May 2, 2022.

              (ii)

              Dates of distribution:  May 2, 2022 through the date hereof.

              (iii)

              Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 549.

              (iv)

              Number of prospectuses so distributed: 4.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
      they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            MAXIM GROUP LLC

            By:

            /s/  Clifford A. Teller

            Name: Clifford A. Teller

            Title: Co-President

    2

United States securities and exchange commission logo
February 15, 2022
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Andreas Michalopoulos
Chief Executive Officer, Director, and Secretary
Performance Shipping Inc.
373 Syngrou Avenue
175 64 Palaio Faliro
Athens, Greece
Re:Performance Shipping Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed April 20, 2021
File No. 333-255100
Dear Mr. Michalopoulos:
            It has been more than nine months since you last amended this registration statement and
it is now out of date.  Within 30 days from the date of this letter, you should either:
•amend it to comply with the applicable requirements of the Securities Act of 1933, the rules
and regulations under the Act, and the requirements of the form; or
•file a request for withdrawal.
            If you requested confidential treatment for portions of any exhibits to your registration
statement and you request withdrawal of that registration statement, please submit a concurrent
request for withdrawal of your application for confidential treatment.
            If you do not amend the registration statement or file a request for withdrawal (or provide
us with a satisfactory explanation of why you have not done either) within 30 days, we may enter
an order declaring the registration statement abandoned under rule 479 of the Act.

 FirstName LastNameAndreas Michalopoulos
 Comapany NamePerformance Shipping Inc.
 February 15, 2022 Page 2
 FirstName LastName
Andreas Michalopoulos
Performance Shipping Inc.
February 15, 2022
Page 2
            Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ed Horton, Seward & Kissel, One Battery Park Plaza, New York, NY 10004
            CERTIFIED MAIL
            RETURN RECEIPT REQUESTED

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 12, 2022

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Mergers & Acquisitions

  100 F Street, N.E.

    Washington, D.C. 20549

  Attention:  Christina Chalk, Senior Special Counsel

          Re:

          Performance Shipping Inc.

            Schedule TO-I

            Initially Filed December 21, 2021 and amended on December 30, 2021

            File No. 5-86020

  Dear Ms. Chalk:

  Reference is made to the tender offer statement on Schedule TO-I of Performance Shipping Inc. (the “Company”) that was initially filed
    with the U.S. Securities and Exchange Commission (the “Commission”) on December 21, 2021 and amended on December 30, 2021 (the “Schedule TO”). By letter dated January 7, 2022 (the “Comment Letter”), the staff of the Commission (the
    “Staff”) provided the Company with its comments to the Schedule TO. An amended Schedule TO (“Amendment No. 2 to the Schedule TO”), which responds to the Staff’s comments contained in the Comment Letter, is today being filed by the Company
    with the Commission via EDGAR.

  On behalf of the Company, we respond to the Staff’s comments contained in the Comment Letter as set forth below. The following numbered
    paragraphs correspond to the numbered paragraphs in the Comment Letter. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in Amendment No. 2 to the Schedule TO. References to section headings in our responses
    below are to the section headings of the Company’s Second Amended and Restated Offer to Exchange, which is filed as Exhibit (a)(1)(G) to Amendment No. 2 to the Schedule TO.

  Schedule TO-I/A filed December 30, 2021

  Selected Historical and Unaudited Pro Forma Consolidated Financial and Operating Data, page 3

        1.

          Please provide additional information on the pro forma effect on your EPS and book value per share, on an ‘as adjusted’ basis, of conversions of Series B
            Preferred Stock ultimately into Common Stock.

  In response to the Staff’s comment, the Company has provided the requested information under the heading “Selected Historical
    and Unaudited Pro Forma Consolidated Financial and Operating Data” in the Second Amended and Restated Offer to Exchange.

    U.S. Securities and Exchange Commission

    January 12, 2022

    Page 2

  What are the Effects of the Exchange Offer on the Ownership Structure of Performance Shipping?, page 4

        2.

          We refer to comment 5 in our prior comment letter. You have included revised disclosure on page 4 stating that if holders of Series B Preferred Shares convert
            those shares, the Company will also have Series C Preferred Shares outstanding. Revise to note, as you state on page 16, that Mango Shipping has indicated its intent to participate in the exchange offer by tendering all of its common shares
            representing approximately 46% of that class, and that it has further indicated it will convert the Series B Shares it receives in the offer into the underlying Series C Preferred.

  In response to the Staff’s comment, the Company has included the requested disclosure under the heading “Certain Questions
    and Answers About the Exchange Offer—What are the effects of the Exchange Offer on the ownership structure of Performance Shipping Inc.?”

  Acceptance of Common Shares for Exchange, page 21

        3.

          We reissue comment 15 in our prior comment letter. To the extent that the exchange offer is conditioned on compliance with laws or regulations, these must be
            specifically described in the Conditions to the Exchange Offer section. A reference to general legal compliance is not sufficiently clear to allow common shareholders to understand the conditions of the exchange offer.

  In response to the Staff’s comment, the Company has revised the referenced condition of the Amended and Restated Offer to
    Exchange to specifically describe the applicable laws or regulations that must be complied with in order for the Company to consummate the Exchange Offer.

  Redemption Procedures, page 29

        4.

          Refer to comment 16 in our prior comment letter. The revised description of the redemption mechanism for the Series B Preferred Shares remains unclear. Your
            revised disclosure appears to state that if the Company elects to redeem less than all of the outstanding Series B Preferred at a future date, the Paying Agent will determine which shares will be redeemed. Whether or not and under what
            circumstances their Series B Preferred could be redeemed would be important for shareholders to understand in deciding whether to participate in the exchange offer. Expand the disclosure of how the determination of which Series B Preferred
            Shares would be made (e.g., pro rata, by level of ownership, etc.).

  In response to the Staff’s comment, the Company has revised the disclosure under the heading “Description of Series B
    Convertible Cumulative Perpetual Preferred Stock—Redemption—Redemption Procedures” to clarify that if the Company mandatorily redeems less than all of the outstanding Series B Preferred Shares, the Series B Preferred Shares shall be selected for
    redemption as follows: (i) in accordance with applicable rules and procedures of DTC and any relevant securities exchange; or (ii) if there are no such requirements of DTC or any relevant securities exchange, on a pro rata basis, in each case, with
    adjustments to avoid redemption of fractional shares.

  In addition, the Company has amended the Certificate of Designation governing the Series B Preferred Shares to similarly
    clarify such redemption procedures.

    U.S. Securities and Exchange Commission

    January 12, 2022

    Page 3

  General

        5.

          We have considered your response to comment 2 in our comment letter dated December 28, 2021. It appears that the Series B Preferred Shares are convertible
            within 31 days of the termination of the exchange offer and that the offer of the Series C Preferred Shares underlying the Series B Preferred Shares is being made in connection with the current investment decision to participate in the offer
            and receive the convertible Series B Preferred. See generally, Securities Act Section Compliance & Disclosure Interpretation 103.04 (November 13, 2020). As previously requested, if you seek to rely on an exemption from registration for the
            offer of the Series C Preferred Shares, please identify the exemption upon which you are relying and outline the current facts supporting the Company’s conclusion that the exemption applies.

  The Company advises the Staff that it has revised the convertibility period of the Series B Preferred Shares, such that the
    Series B Preferred Shares are not convertible within one year from the date of issuance. Accordingly, pursuant to Compliance & Disclosure Interpretation 103.04, the Company need not, at this time, register the offer of the Series C Preferred Shares
    or identify an exemption therefrom, and therefore, believes that this comment is no longer applicable.

        6.

          We refer to comment 3 in our prior comment letter dated December 28, 2021. Your response indicates the Company believes that at the commencement of the
            exchange offer, it had fewer than 300 holders of record. However, we also note the disclosure on page 72 of the Form 20-F filed March 5, 2021 indicating that the Company is not “looking through” CEDE & Co. in determining record holders, as
            required by Compliance & Disclosure Interpretation 152.01 cited in your response letter. Please confirm you have included nominees who record holders holding through CEDE in reaching the conclusion expressed in your response letter that the
            Company had fewer than 300 record holders before this exchange offer commenced.

  The Company confirms to the Staff that, based on a security position report dated as of December 20, 2021, the Company had
    fewer than 300 holders of record, such number including nominees who record holders holding through CEDE & Co.

        7.

          Given the nature of the comments issued here and in our prior comment letter dated December 21, 2021, tell us how you will disseminate the revised offer
            materials.

  The Company advises the Staff that it will disseminate the revised offer materials in the same manner as the initial Offer to
    Exchange. Substantially concurrently herewith, the Company will file with the Commission via EDGAR Amendment No. 2 to the Schedule TO together with the Amended and Restated Offer to Exchange and Letter of Transmittal, and will mail hard copies of the
    Amended and Restated Offer to Exchange and Letter of Transmittal to its common shareholders.

  In addition, the Company has extended the expiration date of the Exchange Offer to January 27, 2022 so that there will be at
    least 10 business days from the dissemination of these materials to the expiration of the Exchange Offer.

    U.S. Securities and Exchange Commission

    January 12, 2022

    Page 4

  If you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1265
    (horton@sewkis.com), or Filana R. Silberberg at (212) 574-1308 (silberberg@sewkis.com).

          Sincerely,

          /s/ Edward S. Horton

          Edward S. Horton, Esq.

United States securities and exchange commission logo
January 7, 2022
Edward S. Horton
Partner
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Re:Performance Shipping Inc.
Schedule TO-I filed December 21, 2021
SEC File No. 5-86020
Dear Mr. Horton:
            We have reviewed your filing 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 by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I/A filed December 30, 2021
Selected Historical and Unaudited Pro Forma Consolidated Financial and Operating Data, page 3
1.Please provide additional information on the pro forma effect on your EPS and book value
per share, on an ‘as adjusted’ basis, of conversions of Series B Preferred Stock ultimately
into Common Stock.
What are the Effects of the Exchange Offer on the Ownership Structure of Performance
Shipping? , page 4
2.We refer to comment 5 in our prior comment letter.  You have included revised disclosure
on page 4 stating that if holders of Series B Preferred Shares convert those shares, the
Company will also have Series C Preferred Shares outstanding.  Revise to note, as you
state on page 16, that Mango Shipping has indicated its intent to participate in the
exchange offer by tendering all of its common shares representing approximately 46% of
that class, and that it has further indicated it will convert the Series B Shares it receives in
the offer into the underlying Series C Preferred.

 FirstName LastNameEdward S. Horton
 Comapany NameSeward & Kissel LLP
 January 7, 2022 Page 2
 FirstName LastNameEdward S. Horton
Seward & Kissel LLP
January 7, 2022
Page 2
Acceptance of Common Shares for Exchange, page 21
3.We reissue comment 15 in our prior comment letter.  To the extent that the exchange offer
is conditioned on compliance with laws or regulations, these must be specifically
described in the Conditions to the Exchange Offer section.  A reference to general legal
compliance is not sufficiently clear to allow common shareholders to understand the
conditions of the exchange offer.
Redemption Procedures, page 29
4.Refer to comment 16 in our prior comment letter.  The revised description of the
redemption mechanism for the Series B Preferred Shares remains unclear.  Your revised
disclosure appears to state that if the Company elects to redeem less than all of the
outstanding Series B Preferred at a future date, the Paying Agent will determine which
shares will be redeemed.  Whether or not and under what circumstances their Series B
Preferred could be redeemed would be important for shareholders to understand in
deciding whether to participate in the exchange offer. Expand the disclosure of how the
determination of which Series B Preferred Shares would be made (e.g., pro rata, by level
of ownership, etc.).

General
5.We have considered your response to comment 2 in our comment letter dated December
28, 2021.  It appears that the Series B Preferred Shares are convertible within 31 days of
the termination of the exchange offer and that the offer of the Series C Preferred Shares
underlying the Series B Preferred Shares is being made in connection with the current
investment decision to participate in the offer and receive the convertible Series B
Preferred.  See generally, Securities Act Section Compliance & Disclosure Interpretation
103.04 (November 13, 2020).  As previously requested, if you seek to rely on an
exemption from registration for the offer of the Series C Preferred Shares, please identify
the exemption upon which you are relying and outline the current facts supporting the
Company’s conclusion that the exemption applies.
6.We refer to comment 3 in our prior comment letter dated December 28, 2021.  Your
response indicates the Company believes that at the commencement of the exchange offer,
it had fewer than 300 holders of record.  However, we also note the disclosure on page 72
of the Form 20-F filed March 5, 2021 indicating that the Company is not “looking
through” CEDE & Co. in determining record holders, as required by Compliance
& Disclosure Interpretation 152.01 cited in your response letter.  Please confirm you have
included nominees who record holders holding through CEDE in reaching the conclusion
expressed in your response letter that the Company had fewer than 300 record holders
before this exchange offer commenced.
7.Given the nature of the comments issued here and in our prior comment letter dated

 FirstName LastNameEdward S. Horton
 Comapany NameSeward & Kissel LLP
 January 7, 2022 Page 3
 FirstName LastName
Edward S. Horton
Seward & Kissel LLP
January 7, 2022
Page 3
December 21, 2021, tell us how you will disseminate the revised offer materials.
            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 Christina Chalk, Senior Special Counsel, at (202) 551-
3263.
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

            December 30, 2021

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    100 F Street, N.E.

      Washington, D.C. 20549

    Attention:  Christina Chalk, Senior Special Counsel

              Re:

              Performance Shipping Inc.

              Schedule TO-I

              Initially Filed December 21, 2021

              File No. 5-86020

    Dear Ms. Chalk:

    Reference is made to the tender offer statement on Schedule TO-I (the "Schedule TO") of Performance Shipping Inc. (the "Company") that was initially filed with the U.S. Securities and Exchange Commission
      (the "Commission") on December 21, 2021. By letter dated December 28, 2021 (the "Comment
          Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Schedule TO. An amended Schedule TO ("Amendment No. 1 to the Schedule TO"), which responds to the Staff's comments contained in the Comment Letter, is today being publicly filed by the Company with the
      Commission via EDGAR.

    On behalf of the Company, we respond to the Staff's comments contained in the Comment Letter as set forth below. The
      following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in Amendment No. 1 to the Schedule TO. References to section headings
      in our responses below are to the section headings of the Company's Amended and Restated Offer to Exchange, which is filed as Exhibit (a)(1)(F) to Amendment No. 1 to the Schedule TO.

    Schedule TO-I

    General

          1.

            The Schedule TO indicates that financial disclosure required by Item 10 of Schedule TO is "Not Applicable" to this exchange offer. Given the
              fact that you are offering to repurchase up to 80% of the Company's outstanding common shares in exchange for a new series of preferred shares that pays an annual dividend of 4% per annum, please explain in your response letter why the
              disclosure required by Item 1010(a) and (b) of Schedule TO is not material in the context of this offer.

    In response to the Staff's comment, the Company has revised Schedule TO include the financial information
      required by Item 1010(a) and certain pro forma financial information required by Item 1010(b). The Company supplementally advises the Staff that the Exchange Offer is not expected to have any material impact on the Company's balance sheet, and
      accordingly, has not included a pro forma balance sheet.

          U.S. Securities and Exchange Commission

          December 30, 2021

          Page 2

          2.

            The Series B Preferred Shares offered in the exchange offer are convertible at the election of the holder (upon payment of $7.50 in cash)
              into two Series C Preferred Shares. In your response letter, please identify the exemption, if any, available for the offer of the Series C Preferred underlying the Series B Preferred being offered in the exchange offer, and outline the facts
              supporting your reliance on that exemption. If any exemption depends upon the accredited status of purchasers, please explain how you will verify such accredited status in a timely manner in order to comply with your prompt payment obligation
              in this exchange offer and consistent with the requirements of the exemption claimed.

    The Company respectfully advises the Staff that under the terms of the Certificate of Designation
      governing the Series B Preferred Shares, the conversion of Series B Preferred Shares to Series C Preferred Shares (the "Conversion Right") may only be effected during
      a period that commences no earlier than 30 calendar days after the closing of the Exchange Offer.

    In view of this 30-day minimum passage of time, the Company believes that the Series C Preferred Shares
      underlying the Series B Preferred Shares do not require an exemption at the time of the offering of the Series B Preferred Shares in the Exchange Offer because there will be no "offer to sell" the Series C Preferred Shares for purposes of the
      Securities Act of 1933, as amended (the "Securities Act"), which provides that the issuance of a conversion right which "cannot be exercised until some future date,
      shall not be deemed to be an offer or sale of [the underlying securities]." Thus, the Company should not be deemed to be making an offer of the Series C Preferred Shares underlying the Series B Preferred Shares at the time of the Exchange Offer.

    The recent amendments to Rule 152 ("New Rule 152") are instructive to the Company's determination that 30
      days provides sufficient separation between the offering of the Series B Preferred Shares and the Series C Preferred Shares for purposes of the reference in Section 2(a)(3) of the Securities Act to a conversion right which "cannot be exercised until
      some future date."  New Rule 152 provides certain safe harbors from integration of serial offerings which are separated by at least 30 days.  In the adopting release to New Rule 152, the Commission clarifies that these safe harbors "will apply to
      both offerings for which a registration statement has been filed under the Securities Act and exempt offerings."  The Commission further states "we also think it likely that the effects of any offers made more than 30 days prior to or after
      commencement of another offering would be sufficiently diluted by intervening market developments so as to render an integration analysis unnecessary" and "[w]e believe that the 30-day safe harbor time period we are adopting in Rule 152(b)(1) is
      appropriate throughout the exemptions under the Securities Act."

    The Company's view is that the offerings of the Series B Preferred Shares and the Series C Preferred
      Shares are distinct offerings which should not be integrated, either under the general principle of integration under Rule 152(a) or under the safe harbors of Rule 152(b)(1) or Rule 152(b)(3)(iii). The Company asserts that to collapse the subsequent
      offering of Series C Preferred Shares with the current offering of Series B Preferred Shares by deeming the two offerings to be made concurrently for purposes of Section 2(a)(3) of the Securities Act, despite the 30-day separation between the
      offerings, would be inconsistent with New Rule 152 and the Commission's views expressed in the adopting release to New Rule 152.

    It is therefore the Company's view that, because of this passage of time in excess of 30 days, no
      investment decision with respect to, and no offer of, the Series C Preferred Shares is being made at the time of the Exchange Offer and therefore that no exemption for the offering of the Series C Preferred Shares need be established at this time.

    Following the closing of the Exchange Offer, the Company will determine if there is an available exemption
      from registration of the Series C Preferred Shares, and if it determines that no such exemption is available at that time, it will file a registration statement with the Commission under the Securities Act covering the registration of the Series C
      Preferred Shares.

          U.S. Securities and Exchange Commission

          December 30, 2021

          Page 3

          3.

            The Company is offering to exchange 4,066,181 publicly-traded common shares for nonvoting Series B Preferred which will not be publicly
              traded. The shares that are subject to the offer represent 80% of the outstanding common shares. In addition, the Series B Preferred issued in the exchange offer will be redeemable for cash, at the option of the issuer, at any time after the
              one-year anniversary of the Original Issue Date at $25.00 per share plus accrued dividends. Given these facts, please explain the basis for your conclusion that Rule 13e-3 is not applicable as represented in response to Item 13 of Schedule
              TO. In this regard, we note that the Rule applies to the first step in a series of transactions reasonably likely to produce one of the effects listed in Rule 13e-3(a)(3)(ii). To the extent you seek to rely on the continued listing of the
              common shares after this exchange offer despite the fact that up to 80% of that class may be repurchased, please cite to the specific listing standards and explain why you believe the common shares will continue to meet them. We note the
              following statement on page 4 of the offer materials that [the common shares] "may fail to meet [the Nasdaq listing standards] and if so, the Common Shares could be de-listed from the Nasdaq…"

    The Company respectfully advises the Staff that it has analyzed whether the Exchange Offer is subject to
      Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which applies to certain transactions that have either a purpose or reasonable
      likelihood of producing, directly or indirectly, any of the effects specified in Rule 13e-3(a)(3)(ii). The Company submits that the Exchange Offer is not, either independently or as a first step in a series of transactions, a transaction which has
      the purpose or a reasonable likelihood of producing one of the effects listed in Rule 13e-3(a)(3)(ii).

    Rule 13e-3(a)(3)(ii)(A)

    Rule 13e-3(a)(3)(ii)(A) applies where a transaction causes a class of equity securities which is subject
      to section 12(g) or section 15(d) of the Exchange Act to become eligible for termination of registration, or causes the reporting obligations with respect to such class to become eligible for termination or suspension under applicable Exchange Act
      Rules.

    The Common Shares are subject to reporting obligations pursuant to Section 12(b) of the Exchange Act and,
      because the Company will  continue to have Common Shares outstanding, listed and registered under Section 12(b) of the Exchange Act, the Company will remain subject to the reporting obligations thereunder after completion of the Exchange Offer.
      Under Section 15(d)(1) of the Exchange Act, an issuer's reporting obligations under section 15(d) are automatically suspended for as long as the subject securities are registered pursuant to section 12 of the Exchange Act, and under section
      12(g)(2)(A) of the Exchange Act, the reporting obligations under section 12(g) do not apply to any security listed and registered on a national security exchange. Because the Common Shares are and will remain subject to reporting obligations pursuant
      to Section 12(b) of the Exchange Act due to their continued listing on the Nasdaq Capital Market, any reporting obligations pursuant to Section 12(g) and Section 15(d) will remain dormant after completion of the Exchange Offer and not become eligible
      for termination or suspension, respectively. Therefore, the Exchange Offer will not cause any series of the Securities to become eligible for termination
      of registration under Exchange Act Rule 12g-4 or for suspension of reporting obligations under Rule 12h-3 or section 15(d) of the Exchange Act.

          U.S. Securities and Exchange Commission

          December 30, 2021

          Page 4

    Furthermore, the Company advises the Staff that based on information available to the Company, the Company
      believes that at the commencement date of the Exchange Offer, it had fewer than 300 holders of its Common Shares (as calculated pursuant to Rule 12g5-1 under the Exchange Act and in accordance with Question and Answer 152.01of the Staff's Compliance
      and Disclosure Interpretations relating to Exchange Act Rules). The Company respectfully notes that the Staff concluded in Question and Answer 104.01 of the Staff's Compliance and Disclosure Interpretations relating to Going Private Transaction,
      Exchange Act Rule 13e-3 and Schedule 13E-3, a transaction is not deemed to have "caused" a class of securities to become eligible for termination of registration or suspension of the obligation to report where the issuer was already eligible to
      terminate the registration under Section 12(g) or to suspend the obligation to report under Section 15(d) since the reduction in the number of security holders would not produce the going private effect specified in Rule 13e-3(a)(3)(ii)(A). Rule
      13e-3(a)(3)(ii)(A) is thus inapplicable because the Exchange Offer will not have "caused" the Common Shares to be held of record by less than 300 persons.

    Rule 13e-3(a)(3)(ii)(B)

    Rule 13e-3(a)(3)(ii)(B) applies where a transaction causes a class of equity securities which is either
      listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an
      inter-dealer quotation system of any registered national securities association. The Company states, throughout the Offer to Exchange, its intention to maintain the listing of its Common Shares on the Nasdaq Capital Market, and further to that goal,
      has determined that in order to remain in compliance with the financial and liquidity standards for continued listing on the Nasdaq Capital Market (the "Minimum Continued
          Listing Requirements"), the maximum number of Common Shares that may be tendered in the Exchange Offer is 80% of the Company's currently outstanding Common Shares, and further, has made it a condition to the consummation of the
      Exchange Offer that it would not be reasonably likely to cause the Common Shares to be subject to delisting from Nasdaq (the "Listing Condition").

    The Company has reviewed the Minimum Continued Listing Requirements, and based upon such
      review, believes that it will continue to satisfy the Minimum Continued Listing Requirements if no more than 80% of its currently outstanding Common Shares are validly tendered and accepted for exchange in the Exchange Offer. Specifically, the
      Company notes that it currently satisfies, and expects to continue to satisfy following the consummation of the Exchange Offer, the "Equity Standard" of
      the Minimum Continued Listing Requirements, which requires, in pertinent part, at least (i) $2.5 million of stockholders' equity, (ii) 500,000 publicly held shares (iii) market value of publicly held securities of $1.0 million, (iv) a bid price of
      $1.00, and (v) 300 public holders. Assuming, arguendo, that the maximum number of Common Shares are validly tendered and accepted for exchange in the
      Exchange Offer, the Company reasonably believes that requirements (i) and (ii) above will be satisfied, as stockholders' equity will remain unchanged at $91.5 million as of September 30, 2021 (which exceeds the required $2.5 million of stockholders'
      equity) and there would be 1,016,545 outstanding publicly held Common Shares (which exceeds the required 500,000 publicly held shares). Requirements (iii) and (iv) above are dependent on the trading price of the Company's Common Shares, which,
      although not within the Company's control, is expected to remain above the minimum required to remain in compliance with the Equity Standard.  For the Staff's reference, the average closing price

United States securities and exchange commission logo
December 28, 2021
Edward S. Horton
Partner
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Re:Performance Shipping Inc.
Schedule TO-I filed December 21, 2021
SEC File No. 5-86020
Dear Mr. Horton:
            We have reviewed your filing 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 by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I
General
1.The Schedule TO indicates that financial disclosure required by Item 10 of Schedule TO
is “Not Applicable” to this exchange offer.  Given the fact that you are offering to
repurchase up to 80% of the Company’s outstanding common shares in exchange for a
new series of preferred shares that pays an annual dividend of 4% per annum, please
explain in your response letter why the disclosure required by Item 1010(a) and (b) of
Schedule TO is not material in the context of this offer.

 FirstName LastNameEdward S. Horton
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 December 28, 2021 Page 2
 FirstName LastName
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December 28, 2021
Page 2
2.The Series B Preferred Shares offered in the exchange offer are convertible at the election
of the holder (upon payment of $7.50 in cash) into two Series C Preferred Shares. In your
response letter, please identify the exemption, if any, available for the offer of the Series C
Preferred underlying the Series B Preferred being offered in the exchange offer, and
outline the facts supporting your reliance on that exemption.  If any exemption depends
upon the accredited status of purchasers, please explain how you will verify such
accredited status in a timely manner in order to comply with your prompt payment
obligation in this exchange offer and consistent with the requirements of the exemption
claimed.
3.The Company is offering to exchange 4,066,181 publicly-traded common shares for non-
voting Series B Preferred which will not be publicly traded.  The shares that are subject to
the offer represent 80% of the outstanding common shares.  In addition, the Series B
Preferred issued in the exchange offer will be redeemable for cash, at the option of the
issuer, at any time after the one-year anniversary of the Original Issue Date at $25.00 per
share plus accrued dividends.  Given these facts, please explain the basis for your
conclusion that Rule 13e-3 is not applicable as represented in response to Item 13 of
Schedule TO.  In this regard, we note that the Rule applies to the first step in a series of
transactions reasonably likely to produce one of the effects listed in Rule 13e-3(a)(3)(ii).
 To the extent you seek to rely on the continued listing of the common shares after this
exchange offer despite the fact that up to 80% of that class may be repurchased, please
cite to the specific listing standards and explain why you believe the common shares will
continue to meet them. We note the following statement on page 4 of the offer materials
that [the common shares] “may fail to meet [the Nasdaq listing standards] and if so, the
Common Shares could be de-listed from the Nasdaq…”
4.If the offer to exchange is fully subscribed, 80% of the common shares will be exchanged
for new Series B Preferred Shares.  Holders of the Series B Preferred Shares may convert
them into two shares of new Series C Preferred Shares upon payment of $7.50 per
converted Series B Preferred Share; however, conversion is possible for an individual
holder of Series B Preferred only if the Series C Preferred Shares underlying the Series B
Shares are covered by an effective registration statement filed with the SEC, or if the
Company notifies the Series B holder that the Company has determined in its sole
discretion, that the issuance of Series C would be exempt from the registration
requirements of the Securities Act of 1933.  Therefore, holders of common shares who are
deciding whether to participate in the exchange offer will not know whether they will be
eligible to convert the Series B Preferred.  Please revise to disclose the Company’s
intentions regarding filing a registration statement to cover the underlying Series C
Preferred Shares.  If it has no current intention to do so when the Series B Preferred
become exercisable 31 days after issuance, revise the Offer to Exchange to highlight this
risk to tendering common shareholders.
5.Revise to include a section describing in further detail the effects of the exchange offer on
the ownership structure of Performance Shipping, including the likely increased

 FirstName LastNameEdward S. Horton
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 December 28, 2021 Page 3
 FirstName LastNameEdward S. Horton
Seward & Kissel LLP
December 28, 2021
Page 3
concentration of ownership in the hands of insiders of the Company by virtue of their
intent to participate in this offer and to thereby gain access to Series C Preferred, which
have ten times the voting rights of the common shares and which are further convertible
into additional shares of common in future.  A chart showing insider ownership before and
after the exchange offer may be helpful in this regard.  The disclosure on page 4 of the
Offer to Exchange is vague and does not explain in sufficient detail those changes.
Important Procedures, page iv
6.You state that the exchange offer is not being made to, nor will tenders be accepted from,
holders residing in certain jurisdictions.  Please provide your analysis as to how limiting
participation in this manner is consistent with Rule 13e-4(f)(8)(i), or revise this language
consistent with the all-holders provisions of that Rule.  Refer to Section II.G.1 of SEC
Release No. 34-58597 (September 19, 2008) for guidance.
Participation by Directors and Major Shareholders, page 3
7.Non-affiliated shareholders may not convert their Series B Preferred Shares unless there is
an exemption for the issuance of the underlying Class C without registration, or unless the
Company has filed a registration statement registering those underlying shares.  Revise
generally throughout the Offer to Exchange, where you discuss the interests of insiders in
this exchange offer, to highlight that Ms. Paliou has announced an intention to tender all
of her common shares, representing 46% of that class, and presumably could convert them
into Class C Preferred when the Class B Preferred become exercisable 31 days after
issuance. Your amended offer materials should highlight the significant increase in Ms.
Paliou’s voting interest in the Company, if she converts her Class B into Class C Preferred
Shares, which have ten times the voting rights of the common shares, and her ability to
participate in this offer in a manner that may not be possible for other holders of Series B
Preferred who may not be able to exercise their right to convert and receive Series C
Preferred Shares.
How many Common Shares are sought to be tendered in the Exchange Offer?, page 4
8.The disclosure here states that “[t]here are no conditions to the consummation of the
Exchange Offer based upon any minimum number of Common Shares tendered.”  This
contradicts the disclosure on page 17, which describes a Minimum Tender Condition
requiring that at least 2,033,091 common shares must be tendered.  Please revise.
Cautionary Statement Regarding Forward-Looking Statements, page 8
9.The safe harbor for forward looking statements contained in the Private Securities
Litigation Reform Act of 1995 does not apply to statements made in connection with a
tender offer.  Please revise the language here accordingly, including the statement that
“[t]he Company desires to take advantage of the safe harbor provisions of the [Act] and is
including this cautionary statement in connection with the safe harbor legislation.”  Your

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 December 28, 2021 Page 4
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Edward S. Horton
Seward & Kissel LLP
December 28, 2021
Page 4
revised disclosure should specifically state that the safe harbor provisions of the Reform
Act do not apply in this context.
Risk Factors - Risks Related to the Series B Preferred Shares, page 10
10.You note that the Company’s ability to pay dividends on the Series B Preferred Shares
being offered in the exchange offer is subject to multiple factors including “restrictions
under Marshall Islands law.”  Please generally describe such restrictions.
Conditions to the Exchange Offer, page 17
11.With respect to the offer condition in the last bullet point on page 18, tell us how you will
determine whether this condition has been triggered.  We note that if the offer is fully
subscribed, the Company will repurchase 80% of the outstanding common shares.
 Explain the basis for how the Company believes those shares can remain listed under
those circumstances by analyzing the applicable Nasdaq listing standards and the basis for
your belief that the offer will not result in delisting.
12.We note the disclosure on page 18 that the Company’s obligation to issue Series B
Preferred Shares “is conditioned upon our acceptance of Common Shares pursuant to the
Exchange Offer.”  Clarify whether this is a separate offer condition, or whether this is
simply a statement regarding the fact that if all offer condition to the exchange offer are
satisfied or waived, the tendered common shares will be accepted for payment.
13.Refer to the statement in the first sentence of the second to last paragraph of this section,
which states that the Company may assert an offer condition “triggered” by “any action or
inaction by us giving rise to any condition.”  To avoid rendering the offer illusory, all
offer conditions must be objectively determinable and outside the control of the bidder.
Please revise this language accordingly.
14.Refer to the disclosure in the second to last paragraph in this section that “we may
terminate the Exchange Offer if any condition is not satisfied on or after the expiration
date.”  All offer conditions must be satisfied or waived before or as of the expiration of
the exchange offer, rather than after expiration.  Please revise.
Acceptance of Shares for Exchange and Delivery of Series B Preferred Shares, page 19
15.Refer to the disclosure in the last paragraph on page 18 and carry-over paragraph at the
top of page 19.  At the top of page 19, the Company reserves the right to delay acceptance
for tendered shares “in order to comply in whole or in part with any applicable law.”  The
offer may be terminated only upon the failure of one or more of the offer conditions.  To
the extent that the exchange offer is conditioned on compliance with any law or statute,
the operative regulatory provisions must be described in the offer condition section.
Please revise this language accordingly.

 FirstName LastNameEdward S. Horton
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 December 28, 2021 Page 5
 FirstName LastName
Edward S. Horton
Seward & Kissel LLP
December 28, 2021
Page 5
Redemption Procedures, page 26
16.Series B Preferred Shares issued in the exchange offer are redeemable at the election of
the Company one year after the Original Issue Date, at a price of $25.00 per share.
However, the disclosure in this section of the Offer to Exchange indicates that rather than
redeeming the Series B Preferred as a class, the Company may elect to redeem the Series
B held by certain holders individually.  A significant portion of the Series B Preferred
Shares issued in the exchange offer will be issued to a director of the Company who has
indicated her intent to tender 46% of the total outstanding common shares.  Revise the
Offer to Exchange to prominently note that tendering common shareholders who
participate in this offer may not have their Series B Preferred Shares redeemed, even if the
Company elects to redeem those held by other Series B holders, including insiders.  In
addition, disclose how the Company will determine which Series B Preferred Shares it
will redeem, and the process by which such decision will be made.
Incorporation of Documents by Reference, page 39
17.Please refer to the second and third full paragraphs in this section on page 39.  Schedule
TO does not permit “forward incorporation by reference” of documents that may be filed
in future.  Please revise the language on page 39 accordingly.
            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 Christina Chalk, Senior Special Counsel, at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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filename1.htm

    Performance Shipping Inc.

    Pendelis 18

    175 64 Palaio Faliro

    Athens, Greece

    April 21, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, NE

    Washington, D.C. 20549

              Re:

                Performance Shipping Inc.

                 Registration Statement on Form F-3 (No. 333-237637)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement,
      filed with the United States Securities and Exchange Commission on Form F-3 on April 10, 2020 and amended on April 17, 2020, be accelerated so that it will be made effective at 4:00 p.m. Eastern Daylight Time on April 23, 2020, 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 Edward S. Horton at (212)
      574-1265 of Seward & Kissel LLP, counsel to the undersigned registrant.

            Yours truly,

            PERFORMANCE SHIPPING INC.

            By:

            /s/ Andreas Michalopoulos

            Name: Andreas Michalopoulos

            Title:   Chief Financial Officer

April 15, 2020
Andreas Michalopoulos
Chief Financial Officer
Performance Shipping Inc.
Pendelis 18
175 64 Palaio Faliro
Athens, Greece
Re:Performance Shipping Inc.
Registration Statement on Form F-3
Filed April 10, 2020
File No. 333-237637
Dear Mr. Michalopoulos:
            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, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

CORRESP
1
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DIANA CONTAINERSHIPS INC.

Pendelis 18

175 64 Palaio Faliro

Athens, Greece

 Tel: +30 216-600-2400

May 9, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Re:

Diana Containerships Inc.

Registration Statement on Form F-3 (File No. 333-216944)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on March 24, 2017, as thereafter amended, be accelerated so that it will be made effective at 4:00 p.m. Eastern Standard Time on May 11, 2017, 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 Edward S. Horton at (212) 574-1265 of Seward & Kissel LLP, counsel to the undersigned registrant.

Yours truly,

DIANA CONTAINERSHIPS INC.

By:

/s/ Symeon Palios

Name:

Symeon Palios

Title:

Chairman & Chief Executive Officer

CORRESP
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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

May 8, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams

Re:

Diana Containerships Inc.

Registration Statement on Form F-3

Filed March 24, 2017

 File Number 333-216944

Dear Mr. McWilliams:

We refer to the registration statement on Form F-3, filed by Diana Containerships Inc. (the "Company") with the U.S. Securities and Exchange Commission (the "Commission") on March 24, 2017 (the "Registration Statement").  By letter dated April 21, 2017 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The Company filed via EDGAR Amendment No. 1 to the Registration Statement on April 28, 2017, which responded to the Staff's comments contained in the Comment Letter.

The Company has today filed via EDGAR Amendment No. 2 to the Registration Statement (the "Second Amended Registration Statement"), which responds to an oral comment received from the Staff on May 3, 2017.  In response to the Staff's oral comment, the Company has filed an updated auditor's consent as Exhibit 23.2 to the Second Amended Registration Statement.

U.S. Securities and Exchange Commission

May 8, 2017

Page 2

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1265.

Sincerely,

/s/ Edward S. Horton

Edward S. Horton, Esq.

cc:

Tonya K. Aldave

Division of Corporation Finance

U.S. Securities and Exchange Commission

Symeon Palios

Chief Executive Officer

Diana Containerships Inc.

Pendelis 18

175 64 Palaio Faliro

 Athens, Greece

CORRESP
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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

April 28, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams

Re:

Diana Containerships Inc.

Registration Statement on Form F-3

Filed March 24, 2017

 File Number 333-216944

Dear Mr. McWilliams:

We refer to the registration statement on Form F-3, filed by Diana Containerships Inc. (the "Company") with the U.S. Securities and Exchange Commission (the "Commission") on March 24, 2017 (the "Registration Statement").  By letter dated April 21, 2017 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The Company has today filed via EDGAR Amendment No. 1 to the Registration Statement (the "Amended Registration Statement"), which responds to the Staff's comments contained in the Comment Letter.

This letter responds to the Comment Letter.  The following numbered paragraphs of this letter correspond to the numbered paragraphs in the Comment Letter.

General

1.             Please revise the registration statement cover page and throughout the prospectus to register the issuance of common shares on conversion of the Series B-2 Convertible Preferred Shares. For guidance, please refer to Question 103.04 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/cfguidance.shtml.

The Company advises the Staff that, in issuing common shares on conversion of Series B-2 Preferred Shares, it intends to rely on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. This exemption is available because the elements required under Section 3(a)(9) are satisfied by such issuance of common shares on conversion of the Series B-2 Preferred Shares: (i) the issuer of the Series B-2 Preferred Shares will be the same as the issuer of the underlying common shares, (ii) no additional consideration from the holder of Series B-2 Preferred Shares will be needed for issuance of the common shares on conversion; (iii) the exchange will be made exclusively with existing security holders; and (iv) no commission or compensation will be paid for soliciting the exchange.

U.S. Securities and Exchange Commission

April 28, 2017

 Page 2

The Company advises the Staff that it has considered Question 103.04 of the Compliance and Disclosure Interpretations on Securities Act Sections, as referred to in the Staff's comment.  However, the Company notes that Question 103.04 states "the underlying securities must be registered no later than the date such securities become convertible or exercisable by their terms, if no exemption for such conversion or exercise is available" (emphasis added), and as stated above, the Company intends to rely on the Section 3(a)(9) exemption from registration for issuance of the underlying common shares. The Company therefore believes that the issuance of the underlying common shares need not be registered under the Registration Statement.

In reaching this conclusion, the Company has also considered Question 103.03 of the Compliance and Disclosure Interpretations on Securities Act Sections (regarding an offering of immediately convertible preferred stock under a shelf registration statement and noting that "the common stock underlying it would have to be registered … (unless the conversion is exempt, e.g., under Securities Act Section 3(a)(9))"), as well as Question 125.09 of the Compliance and Disclosure Interpretations on Securities Act Sections (regarding a registered offering of convertible debentures and noting that the "offering [of the underlying common stock] is [typically] exempt from registration pursuant to Section 3(a)(9)").

General

2.             Please have counsel revise the legality to opinion to opine that the Series B-2 Convertible Warrants are binding obligations of the registrant under the law of the jurisdiction governing the warrants. Please also have counsel opine as to the legality of the issuance of the common shares on conversion of the Series B-2 Convertible Preferred Shares.

In response to the Staff's comment, the Company has filed a revised legality opinion as Exhibit 5.1 to the Amended Registration Statement.

* * * * *

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1265.

Sincerely,

/s/ Edward S. Horton

Edward S. Horton, Esq.

cc:

Tonya K. Aldave

Division of Corporation Finance

U.S. Securities and Exchange Commission

Symeon Palios

Chief Executive Officer

Diana Containerships Inc.

Pendelis 18

175 64 Palaio Faliro

 Athens, Greece

Mail Stop 3561
April 21, 2017

Symeon Palios
Diana Containerships Inc.
Pendelis 18
175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc.
Registration Statement on Form F-3
Filed March 24, 2017
  File No. 333 -216944

Dear Mr. Palios :

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 amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. Please revise the registration statement cover page  and throughout the prospectus to
register  the issuance of common shares  on conversion of the Series B -2 Converti ble
Preferred Shares .  For guidance, please refer to Question 103.04  of the Compliance and
Disclosure Interpretations on Securities Act Sections , which can be found at
http://www.sec.gov /divisions/corpfin/cfguidance.shtml .

Exhibit 5.1

2. Please have counsel revise the legality to opinion to opine that the Series B -2 Convertible
Warrants are binding obligations of the registrant under the law of the jurisdiction

Symeon Palios
Diana Containerships Inc.
April 21, 2017
Page 2

 governing the warrants.  Please also have counsel opine as to the legality of the issuance
of the common shares on conversion of the Series B -2 Convertible Preferred Shares.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their dis closures, 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  Tonya K. Aldave  at 202-551-3601  or me at  (202) 551 -3217  with any
questions.

Sincerely,

 /s/ J. Nolan McWilliams

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

cc:  Gary Wolfe, Esq.
 Seward & Kissel LLP

CORRESP
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DIANA CONTAINERSHIPS INC.

Pendelis 18

175 64 Palaio Faliro

Athens, Greece

 Tel: +30 216-600-2400

March 3, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Re:

Diana Containerships Inc.

Registration Statement on Form F-3 (File No. 333-215748)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on January 26, 2017, as thereafter amended, be accelerated so that it will be made effective at 4:00 p.m. Eastern Standard Time on March 7, 2017, 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 Edward S. Horton at (212) 574-1265 of Seward & Kissel LLP, counsel to the undersigned registrant.

Yours truly,

DIANA CONTAINERSHIPS INC.

By:

/s/ Symeon Palios

Name:

Symeon Palios

Title:

Chairman & Chief Executive 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

February 23, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Laura Nicholson, Special Counsel

Re:

Diana Containerships Inc.

Registration Statement on Form F-3

Filed January 26, 2017

 File Number 333-215748

Dear Ms. Nicholson:

We refer to the registration statement on Form F-3, filed by Diana Containerships Inc. (the "Company") with the U.S. Securities and Exchange Commission (the "Commission") on January 26, 2017 (the "Registration Statement").  By letter dated February 21, 2017 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comment to the Registration Statement.

The Company has today filed via EDGAR Amendment No. 1 to the Registration Statement (the "Amended Registration Statement"), which responds to the Staff's comment contained in the Comment Letter.  The Amended Registration Statement also includes updates related to the passage of time.

This letter responds to the Comment Letter.  The following numbered paragraph of this letter corresponds to the numbered paragraph in the Comment Letter.

Where You Can Find Additional Information, page 27

Government Filings, page 27

1.

Please amend to specifically incorporate by reference the 20-F filed on February 16, 2017.  Refer to Item 6 of Form F-3.  For additional guidance, please also refer to Compliance and Disclosure Interpretations: Securities Act Forms, Question and Answer 123.05, available on our website, www.sec.gov.  Please also file an updated auditor's consent.

In response to the Staff's comment, the Company has amended the Registration Statement to specifically incorporate by reference the Company's Form 20-F filed with the Commission on February 16, 2017.  In addition, the Company has filed an updated auditor's consent as Exhibit 23.2 to the Amended Registration Statement.

* * * * *

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1265.

Sincerely,

/s/ Edward S. Horton

Edward S. Horton, Esq.

cc:

Susan Block

Division of Corporation Finance

U.S. Securities and Exchange Commission

Symeon Palios

Chief Executive Officer

Diana Containerships Inc.

Pendelis 18

175 64 Palaio Faliro

Athens, Greece

Mail Stop 3561
February 21 , 2017

Symeon Palios
Chief Executive Officer
Diana Containerships Inc.
Pendelis 18
175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc.
Registration Statement on Form F-3
Filed January 26, 2017
  File No. 333-215748

Dear Mr. Palios:

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 amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Where You Can Find Additional Information, page 27

Government Filings, page 27

1. Please amend to specifically incorporate by reference the 20 -F filed on February 16,
2017.   Refer to Item 6 of Form F -3.  For additional gui dance, please  also refer to
Compliance and Disclosure Interpretations: Securities Act Forms, Question and Answer
123.05, available on our website, www.sec.gov .  Please also file an updated auditor’s
consent.

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.

Symeon Palios
Diana Containerships Inc.
February 21 , 2017
Page 2

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 Susan Block  at (202) 551 -3210 or me at (202) 551-3584  with any
questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

Mailstop 4628

October 7 , 2015

Via E -mail
Symeon Palios
Chairman and Chief Executive Officer
Diana Containerships Inc.
Pendalis 18, 175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc.
 Form 20 -F for the Fiscal Year Ended December 31, 2014
Filed March 23, 2015
File No. 001 -35025

Dear Mr. Palios :

We refer you to ou r comment letter dated August 19 , 2015, regarding business contacts
with Iran, Sudan and Syria.  We have completed our review of this subject matter.  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 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 urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the fili ng to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Gary J. Wolfe, Esq.
  Seward & Kissel, LLP

  Anne Ng uyen Parker
  Assistant Director
 Division of Corporation Finance

CORRESP
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                October 2, 2015

VIA EDGAR

 Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

 Washington, DC 20549

Re:
Diana Containerships Inc.

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

Filed March 23, 2015

 File No. 001-35025

Dear Ms. Blye:

On behalf of Diana Containerships Inc. (the "Company"), we submit this further response to your letter dated August 19, 2015 (the Comment Letter"), in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") presented comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2014. As discussed in our telephone conversation on September 29, 2015, the Company wishes to supplement its response to the Staff's comments set forth in our letter to you dated September 16, 2015.

In response to the third comment contained in the Comment Letter, the Company acknowledges its obligation under Securities Exchange Act Section 13(r)(1)(D)(iii) to include disclosure in its annual report if, during the period covered by the report, any of its affiliates knowingly conducted any transaction or dealing with any person or entity identified under Section 560.304 of Title 31, Code of Federal Regulations (relating to the definition of the Government of Iran) without the specific authorization of a Federal department or agency.  The Company undertakes to make reasonable inquiries of its affiliates in order to include such disclosure, and, if applicable, to make such filings in the future as required by Section 13(r).

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1265.

Very truly yours,

SEWARD & KISSEL LLP

By: /s/ Edward S. Horton

        Edward S. Horton

cc:                Andreas Michalopoulos

Chief Financial Officer

Diana Containerships Inc.

Pendelis 18, 17564 Palaio Faliro,

Athens, Greece

Diana Containerships Inc.

Pendelis 18, 17564 Palaio Faliro,

Athens, Greece

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cecilia Blye

Re:            Diana Containerships Inc.

  October 2, 2015

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges that:

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

·
The Staff's 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.

Yours faithfully,

DIANA CONTAINERSHIPS INC.

By:            /s/ Andreas Michalopoulos

Name:          Andreas Michalopoulos

Title:
Chief Financial Officer

CORRESP
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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

 September 16, 2015

VIA EDGAR

 Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

 Washington, DC 20549

Re:
Diana Containerships Inc.

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

Filed March 23, 2015

 File No. 001-35025

Dear Ms. Blye:

On behalf of Diana Containerships Inc. (the "Company"), we submit this response to your letter dated August 19, 2015, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") presented comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2014. The Company's responses, together with the Staff's comments, are set forth below.

If our vessels call on ports that are subject to restrictions… page 16.

1.
You stated in your letter to us dated May 23, 2011 that none of your vessels had called on ports in countries identified by the U.S. government as state sponsors of terrorism. However, you state on page 16 that you may be adversely affected if your vessels call on ports located in such countries. Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. You do not describe in the Form 20-F specific contacts with Sudan or Syria. Please provide us with information regarding any contacts with Sudan or Syria since the referenced letter. You should describe any goods, services or fees you have provided to 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.

Response:    The Company advises the Staff that on April 6, 2012, the m/v Sagitta, a container vessel owned by a subsidiary of the Company and employed under a time charter with A.P. Moller-Maersk A/S at a gross daily charter rate of $22,000, called on charterer's instructions at Port Sudan and remained in port for two days.  Except for this one port call by the m/v Sagitta, since May 23, 2011, the date of the letter referenced by the Staff, none of the Company's vessels have called on ports in Sudan or Syria, and to the Company's knowledge it has not, directly or indirectly, provided any goods, services or fees to Sudan or Syria, and the Company does not, directly or indirectly, have any agreements, arrangements or other contacts with the governments of Sudan and Syria or entities they control.

Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

 U.S. Securities and Exchange Commission

September 16, 2015

Page 2

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

Response: The Company advises the Staff that it does not attribute an amount of its gross revenues to particular port calls or voyages undertaken by its vessels employed under time charter.  Such amounts are not readily calculable with respect to a particular port call or voyage due to the nature of the operation of containerships, which are frequently partially loaded and discharged along a service route.  Therefore, the amount of revenues associated with the port call at Port Sudan described above, where the vessel was only partially discharged and loaded with a small number of containers, is not known, although the Company advises the Staff that any revenues derived from this two-day port call would not be material to the Company's operations.  The Company confirms that it has had no other revenues, assets or liabilities associated with Sudan or Syria for the last three fiscal years and the subsequent interim period.

3.
Securities Exchange Act Section 13(r)(1)(D)(iii) requires disclosure in a reporting company's annual report if, during the period covered by the report, the company or any of its affiliates knowingly conducted any transaction or dealing with any person or entity identified under Section 560.304 of Title 31, Code of Federal Regulations (relating to the definition of the Government of Iran) without the specific authorization of a Federal department or agency. We note that Diana Shipping Inc. included Section 13(r) disclosure in its Form 20-F for the fiscal year ended December 31, 2014, apparently in response to the requirements of Section 13(r)(1)(D)(iii). You do not include similar disclosure in your Form 20-F. Please provide us with your analysis of why you were not required to include in your Form 20-F the information Diana Shipping Inc. included in its Form 20-F in response to Section 13(r).

Response: The Company notes the Staff's comment and advises the Staff that the Form 20-F of Diana Shipping Inc. ("Diana Shipping") referenced by the Staff was filed on March 25, 2015, after the Company's Form 20-F was filed.  Therefore, the Section 13(r) disclosure included in Diana Shipping's Form 20-F was not available at the time the Company filed its Form 20-F.

Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

 U.S. Securities and Exchange Commission

September 16, 2015

Page 3

Further, Diana Shipping's fleet and the Company's are managed by entirely distinct management companies and personnel.  In the ordinary course of its business, the Company receives no information regarding the operation of Diana Shipping's vessels.  Diana Shipping and the Company are both holding companies whose subsidiaries own the vessels of their respective fleets and conduct all vessel operations.  As disclosed in the Company's Form 20-F, Diana Shipping is a significant shareholder of the Company and certain officers and directors of the Company are also officers and directors of Diana Shipping.  However, the Company does not, as a result of this relationship between the two holding companies, ordinarily have knowledge of information regarding the operation of the vessels owned by Diana Shipping's subsidiaries.

The Company notes Exchange Act Sections Compliance and Disclosure Interpretations Question 147.03, which states the Staff's view that the term "affiliate" in Section 13(r) is as defined in Exchange Act Rule 12b-2.  The Company respectfully suggests that reporting companies may not be reasonably expected to have access to the information required to be disclosed by Section 13(r) with respect to all entities which may be deemed to fall within the Exchange Act Rule 12b-2 definition but which do not ordinarily share such operational information.  Further, the Company suggests that to file an amendment to its Form 20-F solely to include information which was disclosed on Diana Shipping's Form 20-F (subsequent to the filing of the Company's Form 20-F) would not advance the purpose of Section 13(r) to provide notice of activities relating to Iran, since such notice has already been provided by Diana Shipping's Exchange Act filings, and may serve only to confuse the Company's investors.

____________________

Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

 U.S. Securities and Exchange Commission

September 16, 2015

Page 4

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1265.

Very truly yours,

SEWARD & KISSEL LLP

By:

/s/ Edward S. Horton

Edward S. Horton

cc:               Andreas Michalopoulos

Chief Financial Officer

Diana Containerships Inc.

Pendelis 18, 17564 Palaio Faliro,

 Athens, Greece

Diana Containerships Inc.

Pendelis 18, 17564 Palaio Faliro,

Athens, Greece

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cecilia Blye

Re:
Diana Containerships Inc.

 September 16, 2015

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges that:

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

·
The Staff's 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.

Yours faithfully,

DIANA CONTAINERSHIPS INC.

By:

/s/ Andreas Michalopoulos

Name:

Andreas Michalopoulos

Title:

Andreas Michalopoulos

CORRESP
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DIANA CONTAINERSHIPS INC.

September 1, 2015

By EDGAR

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C.  20549

Attention: Pradip Bhaumik, Special Counsel

Re:             Diana Containerships Inc.

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

Filed March 23, 2015

File No. 001-35025

Dear Mr. Bhaumik:

This correspondence is to request that Diana Containerships Inc. (the "Company") be granted an additional ten business days, until September 17, 2015, to submit its response to the Staff's comment letter regarding the Company's filings referenced above, dated August 19, 2015.  The Company requests this additional period of time to prepare its response due to the scheduling of holidays in the month of August.

Very truly yours,

DIANA CONTAINERSHIPS INC.

/s/ Symeon Palios

Name:

Symeon Palios

Title:

Chairman and Chief Executive Officer

August 19, 2015

Via E -mail
Symeon Palios
Chairman and Chief Executive Officer
Diana Containerships Inc.
Pendalis 18, 175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc.
 Form 20 -F for the Fiscal Year Ended December 31, 2014
Filed March 23, 2015
File No. 001 -35025

Dear Mr. Palios :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors 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.   In our comments, we ask you to provide us with information so we may better
understan d your disclosure.

Please respond to these comments 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
comments apply to your facts and circumstances, please t ell us why in your response.

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

If our vessels call on ports that are subject to restrictions… page 16.

1. You stated in your letter to us dated May 23, 2011 tha t none of your vessels had called on
ports in countries identified by the U.S. government as state sponsors of terrorism.
However, y ou state on page 16 that you may be adversely affected if your vessels call on
ports located in such countries.  Sudan and Syria are designated by the U.S. Department of
State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export
controls.  You do not describe in the Form 20 -F specific contacts with Sudan or Syria.
Please provide us with inform ation regarding any contacts with Sudan or Syria since the
referenced letter .  You should describe any goods, services  or fees  you have provided to
Sudan and Syria , directly or indirectly, and any agreements, arrangements or other
contacts you have had wit h the governments of Sudan and Syria or entities they control.

Symeon Palios
Diana Containerships Inc.
August 19 , 2015
Page 2

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

3. Securities Exchange Act Section 13(r)(1)(D)(iii) requires disclosure in a reporting
company’s annual report if, during the period covered by the report, the company or any
of its affiliates knowingly conducted any transaction or dealing with any person or entity
identified under Section 560.30 4 of T itle 31, Code of Federal Regulations (relating to the
definition of the Government of Iran) without the specific authorization of a Federal
department or agency.  We note that Diana Shipping Inc. included Sect ion 13(r)
disclosure in its Form 20 -F for the fiscal year ended December 31, 2014, apparently in
response to the requirements of Section 13(r)(1)(D)(iii).  You do not include similar
disclosure in your Form 20 -F.  Please provide us with your analysis of wh y you were not
required to include in your Form 20 -F the information Diana Shipping Inc. included in its
Form 20 -F in response to Section 13(r) .

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 accurac y
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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  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,

Cecilia Blye, Chi ef
Office of Global Security Risk

Symeon Palios
Diana Containerships Inc.
August 19 , 2015
Page 3

 cc:  Gary J. Wolfe, Esq.
  Seward & Kissel, LLP

  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

March 14, 2013

Via e -mail
Andreas Michalopoulos
Chief Financial Officer
Diana Containerships Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc .
 Form 20-F for the year ended December 31, 2011
Filed February 23, 2012
File No. 001 -35025

Dear Mr. Michalopoulos :

We have com pleted 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 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 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 rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
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    d1347561_corresp.htm

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

January 8, 2013

VIA EDGAR

David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Re:

Diana Containerships Inc.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed February 23, 2012

File No. 001-35025

Dear Mr. Humphrey:

On behalf of Diana Containerships Inc. (the "Company"), we submit this response to your letter dated December 28, 2012, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") presented comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2011. The Company's responses, together with the Staff's comments, are set forth below.

Our Fleet- Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of our Vessels, page 64

1.

We note that the aggregate carrying value of the vessels in your fleet as of December 31, 2011 exceeded their aggregate charter-free market value by approximately $33.8 million. In order to present a balanced disclosure that highlights not just the potential impairment but also the trend of vessel values, please expand your disclosure with respect to the charter-free basic market values of your vessels to present and discuss such values on a comparative basis.

Response:  The Company notes the Staff's comment and respectfully proposes to revise its disclosure in future filings of its annual report on Form 20-F to include a comparative analysis of how the carrying values of the Company's vessels compare to the charter-free market value of such vessels as of each balance sheet date presented in the financial statements included in the relevant annual report on Form 20-F.  Had the Company presented such information in its annual report on Form 20-F for the year ended December 31, 2011, the related disclosure would have been as follows (changes to the original disclosure are marked):

David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

January 8, 2013

Page 2

Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

In Critical Accounting Policies – Impairment of long-lived assets," we discuss our policy for impairing the carrying values of our vessels.   Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.  As a result, the charter-free market value of certain of our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying value under our accounting impairment policy.  Based on: (i) the carrying value of each of our vessels as of December 31, 2011 and 2010, and (ii) what we believe the charter-free market value of each of our vessels was as of December 31, 2011 and 2010, the aggregate carrying value of the vessels in our fleet as of December 31, 2011 and 2010 exceeded their aggregate charter-free market value by approximately $33.8 million and $0 million, respectively, as noted in the table below. This aggregate difference with respect to 2011 valuations represents the approximate analysis of the amount by which we believe we would have to reduce our net income if we sold all of such vessels at December 31, 2011, on industry standard terms, in cash transactions, and to a willing buyer where we were not under any compulsion to sell, and where the buyer was not under any compulsion to buy.  For purposes of this calculation, we have assumed that our vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2011 and 2010. However, as of the same dates, all of those container vessels were employed for their remaining charter duration, under time charters which we believe were above market levels.  We believe that if the vessels were sold with those charters attached, we would have received a premium over their charter-free market value. However, as of December 31, 2011 and 2010 and as of the date of this report, we were not and are not holding any of our vessels for sale.

Our estimates of charter-free market value assume that our vessels were all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.  Our estimates are based on information available from various industry sources, including:

·

reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

·

news and industry reports of similar vessel sales;

·

news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;

·

approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

·

offers that we may have received from potential purchasers of our vessels; and

·

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of charter-free market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them.  We also refer you to the risk factor entitled "Vessel values may fluctuate which may adversely affect our financial condition, result in the incurrence of a loss upon disposal of a vessel or increase the cost of acquiring additional vessels".

David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

January 8, 2013

Page 3

Vessel

TEU

Year Built

Carrying Value as at December 31, 2011

(in millions of US dollars)

Carrying Value as at December 31, 2010

(in millions of US dollars)

1

Sagitta

3,426

2010

43.8
*

45.2

2

Centaurus

3,426

2010

45.4
*

46.8

3

Maersk Madrid

4,206

1989

21.8
*

-

4

Maersk Malacca

4,714

1990

23.9
*

-

5

Maersk Merlion

4,714

1990

23.9
*

-

Vessels Net Book Value

158.8

92.0

_______________________________

* Indicates vessels for which we believe, as of December 31, 2011 the charter-free market value was lower than the vessel's carrying value. We believe that the aggregate carrying value of these vessels exceeded their aggregate charter-free market value by approximately $33.8 million as of December 31, 2011.

Critical Accounting Policies, page 65

Impairment of Long-lived Assets, page 66

2.

We note from your disclosure that projected net operating cash flows used in your impairment analysis utilizes estimated daily time charter equivalent for the unfixed days, based on the most recent ten-year blended, for modern and older vessels, average historical 6-12 months' time charter rates. Please revise to disclose the ten-year blended average historical one-year time charter rates used in your impairment analysis. Also, please disclose, in tabular form, the 1-year, 3-year, and 5-year blended rates and the effect the use of each of these rates would have on your impairment analysis.

Response: The Company notes the Staff's comment and respectfully proposes to revise its disclosure in future filings of its annual report on form 20-F to include the ten-year blended average historical one-year time charter rates used in its impairment analysis as well as to disclose, in a tabular form, the 1-year, 3-year and 5-year blended rates and the effect the use of each of these three rates would have on the Company's impairment analysis.

Had the Company presented such information in its annual report on Form 20-F for the year ended December 31, 2011, the related disclosure would have been as follows (changes to the original disclosure are marked):

Impairment of Long-lived Assets

We evaluate the carrying amounts, primarily for vessels and related drydock costs, and periods over which our long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying values or useful lives. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, we should evaluate the asset for an impairment loss. Measurement of the impairment loss is based on the fair value of the asset. We determine the fair value of our assets based on management estimates and assumptions and by making use of available market data and taking into consideration third party valuations. In evaluating useful lives and carrying values of long-lived assets, management reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. The current economic and market conditions are having broad effects on participants in a wide variety of industries. The current conditions in the containerships market with decreased charter rates and decreased vessel market values are conditions that we consider indicators of a potential impairment.

David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

January 8, 2013

Page 4

We determine undiscounted projected net operating cash flows for each vessel and compare them to the vessel's carrying value. The projected net operating cash flows are determined by considering the historical and estimated vessels' performance and utilization, the charter revenues from existing charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days, based on the most recent ten-year blended, for modern and older vessels, average historical 6-12 months time charter rates available for each type of vessel , over the remaining estimated life of each vessel net of brokerage commissions, expected outflows for scheduled vessels' maintenance and vessel operating expenses assuming an average annual inflation rate of 3%. Effective fleet utilization is assumed at 98%, taking into account the period(s) each vessel is expected to undergo its scheduled maintenance, drydocking and special surveys, as well as an estimate of 1% off hire days each year, which assumptions are in line with our historical performance and our expectations for future fleet utilization under our current fleet deployment strategy.

Set forth below is an analysis of the average estimated daily time charter equivalent rate used in our impairment analysis.

Average estimated daily Time charter equivalent

rate used

Up to 4,000 TEU

$
23,135

More than 4,000 TEU

$
28,262

For the purposes of presenting our investors with additional information to determine how the Company's future results of operations may be impacted in the event that daily time charter rates do not improve from their current levels in future periods, we set forth below an analysis that shows the 1-year, 3-year and 5-year average blended rates and the effect the use of each of these rates would have on the Company's impairment analysis.

1-year

(period)

Impairment charge

(in USD million)

3-year

(period)

Impairment charge

(in USD million)

5-year

(period)

Impairment charge

(in USD million)

Up to 4,000 TEU

$
14,871

-

$
11,565

14.2

$
18,156

-

More than 4,000 TEU

$
19,854

-

$
15,497

-

$
22,115

-

____________________

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1265.

Very truly yours,

SEWARD & KISSEL LLP

By:

 /s/ Edward S. Horton

cc:

Andreas Michalopoulos

Chief Financial Officer

Diana Containerships Inc.

Pendelis 16, 17564 Palaio Faliro,

Athens, Greece

Diana Containerships Inc.

Pendelis 16, 17564 Palaio Faliro,

Athens, Greece

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David R. Humphrey

Re:           Diana Containerships Inc.

January 8, 2013

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges that:

·

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

·

The Staff's 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.

Yours faithfully,

DIANA CONTAINERSHIPS INC.

By:

/s/ Andreas Michalopoulos

Name:

Andreas Michalopoulos

Title:

Chief Financial Officer

December 28, 2012

Via e -mail
Andreas Michalopoulos
Chief Financial Officer
Diana Containerships Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece

Re: Diana Containerships Inc .
 Form 20-F for the fiscal year ended December 31, 2011
Filed February 23, 2012
File No. 001 -35025

Dear Mr. Michalopoulos :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additio nal comments.

Form 20 -F for the Fiscal Year Ended December 31, 2011
Our Fleet - Comparison  of Possible Excess of Carrying Value Over Estimated Charter -Free
Market Value of our Vessels, page 64

1. We note that the aggregate carrying value of the vessels in your fleet as of December 31,
2011 exceeded their aggregate charter -free market valu e by approximately $33.8 million.  In
order to present a balanced disclosure that highlights not just the potential impairment but
also the trend of vessel value s, please expand your disclosure with respect to the charter -free
basic market values of your vessels to present and discuss such values on a comparative
basis.

Andreas Michalopoulos
Diana Containership  Inc.
December 28, 2012
Page 2

 Critical Accounting Policies , page 65

Impairment of Long Lived  Assets, page 66

2. We note from your disclosu re that projected net operating cash flows  used in your
impairment analysis utilizes  estimated daily time charter equivalent for the unfixed days,
based on the most recent ten -year blended, for modern and older vessels, average historical
6-12 months’ time charter rates .   Please revise to disclose the ten-year blended average
historical one -year time charter rates  used in your impairment analysis.  Also, please
disclose, in tabular form , the 1-year, 3 -year, and 5 -year blended  rates and th e effect the use of
each of these rates would have on your impairment analysis.

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 t he disclosures they have made.

 In responding to our comments, please provide  a written 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 Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any question s.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

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Diana Containerships Inc.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

March 19, 2012

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Diana Containerships Inc. (No. 333-179636)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-3 on February 23, 2012 be accelerated so that it will be made effective at 3:00 p.m. Eastern Time on Wednesday, March 21, 2012, 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 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, 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 truly,

DIANA CONTAINERSHIPS INC.

By:

/s/ Symeon Palios

Name: Symeon Palios

Title:  Chairman and Chief Executive Officer

SK 26949 0001 1275437

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SEWARD & KISSEL LLP

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

(212) 574-1265

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

1200 G STREET, N.W.

WASHINGTON, D.C. 20006

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

March 13, 2012

Securities And Exchange Commission

100 F Street, N.E.

Washington, D.C.   20549

Attention:  Justin Dobbie

Legal Branch Chief

Re:

Diana Containerships Inc.

Registration Statement on Form F-3

Filed February 23, 2012

File Number 333-179636

Dear Mr. Dobbie,

We refer to the registration statement on Form F-3 and the prospectus contained therein (the “Registration Statement”), filed by Diana Containerships Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on February 23, 2012.

By letter dated March 6, 2012 (the “Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments regarding the Registration Statement.

The Company has today filed via EDGAR Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), which responds to the Staff’s comment contained in the Comment Letter.  The Amended Registration Statement also includes updates related to the passage of time.

This letter responds to the Staff’s Comment Letter.  The following numbered paragraph corresponds to the numbered paragraph in the Comment Letter.

Description of Purchase Contracts, page 25

1. Please explain to us what plans you have for issuing purchase contracts for commodities. In your response, please describe to us the commodities involved.

The Company respectfully advises the Staff that it has determined that it will not offer any purchase contracts for commodities, and the Amended Registration Statement has been revised on page 25 to delete any reference to commodities.

* * * * *

If you have any questions or comments concerning the enclosed, please feel free to telephone the undersigned at (212) 574-1265.

Very truly yours,

By: /s/ Edward S. Horton

       Edward S. Horton

cc:       J. Nolan McWilliams

Symeon Palios

DIANA CONTAINERSHIPS INC.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

March 13, 2012

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

Re:

Diana Containerships Inc. (the “Company”)

Amendment No. 1 to Registration Statement on Form F-3

File No. 333-179636

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges 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.

Yours faithfully,

Diana Containerships Inc.

By:

/s/ Ioannis Zafirakis

Name:

Ioannis Zafirakis

Title:

Chief Operating Officer

and Secretary

March 6, 2012
 Via E-mail

Symeon Palios  Chairman & Chief Executive Officer Diana Containerships Inc.  Pendelis 16  175 64 Palaio Faliro  Athens, Greece
Re: Diana Containerships Inc.
  Registration Statement on Form F-3
Filed February 23, 2012
  File No. 333-179636

Dear Mr. Palios:
 We have limited our review of your registra tion 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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Description of Purchase Contracts, page 25

1. Please explain to us what plans you have for issuing purchase contracts for commodities.
In your response, please describe to  us the commodities involved.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 Symeon Palios
 Diana Containerships Inc.   March 6, 2012  Page 2
  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact J. Nolan McWilliams at (202)  551-3217 or me at (202) 551-3469 with any
questions you may have.
Sincerely,

 /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
 cc: Gary J. Wolfe, Esq.   Seward & Kissel LLP

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DIANA CONTAINERSHIPS INC.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

June 7, 2011

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Diana Containerships Inc.

Registration Statement on Form F-1 (No. 333-174053)

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-1 on May 9, 2011, as amended, be accelerated so that it will be made effective at 4:00 p.m. Eastern Time on June 9, 2011, 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 truly,

DIANA CONTAINERSHIPS INC.

By:

/s/ Ioannis Zafirakis

Name: Ioannis Zafirakis

Title:   Chief Operating Officer

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Wells Fargo Securities, LLC

375 Park Avenue

New York, NY 10152

Merrill Lynch, Pierce, Fenner

& Smith Incorporated

One Bryant Park

New York, NY 10036

Jefferies & Company, Inc.

520 Madison Avenue

12th Floor

New York, NY 10022

      June 7, 2011

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Tonya Bryan, Esq.

Re:

Diana Containerships Inc.

Registration Statement on Form F-1 (File No. 333-174053)

Dear Ms. Bryan:

In connection with the above-referenced Registration Statement on Form F-1 (File No. 333-174053) (the "Registration Statement"), we hereby advise you that the number of preliminary prospectuses, dated May 31, 2011 (each, a "Preliminary Prospectus"), distributed between May 31, 2011 and the date hereof is approximately 4,000.

The foregoing information with respect to the distribution of the Preliminary Prospectus is furnished pursuant to Rule 460 under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the Representatives of the prospective Underwriters of the above captioned securities, hereby join in the request of Diana Containerships Inc. that the effectiveness of the Registration Statement relating to such securities be accelerated so that the Registration Statement will become effective by 4:00 p.m., Eastern Time, on June 9, 2011, or as soon thereafter as practicable.

[Signature Page Follows]

Very truly yours,

WELLS FARGO SECURITIES, LLC

By:

/s/ David Herman

Name: David Herman

Title: Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

/s/ Palma Mazzolla

Name: Palma Mazzolla

Title: Director

JEFFERIES & COMPANY, INC.

By:

/s/ Michael Anderson

Name: Michael Anderson

Title: Managing Director

For themselves and as Representatives of the Underwriters named in Exhibit A to the Underwriting Agreement.

Diana Containerships Inc. – Signature Page to Underwriter Acceleration Request

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DIANA CONTAINERSHIPS INC.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

June 7, 2011

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Diana Containerships Inc.

Registration Statement on Form F-1 (No. 333-174053)

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-1 on May 9, 2011, as amended, be accelerated so that it will be made effective at 4:00 p.m. Eastern Time on June 9, 2011, 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 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, 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 truly,

DIANA CONTAINERSHIPS INC.

By:

/s/ Ioannis Zafirakis

Name: Ioannis Zafirakis

Title:   Chief Operating Officer

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corresp

                    May 23, 2011

Securities And Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Justin Dobbie

    Legal Branch Chief

    Re:

    Diana Containerships Inc.

    Registration Statement on Form F-1

    Filed on May 9, 2011

    File No. 333-174053

Dear Mr. Dobbie:

     We refer to the registration statement on Form F-1 (the “Registration Statement”) of Diana
Containerships Inc. (the “Company”) that was filed with the U.S. Securities and Exchange Commission
(the “Commission”) on May 9, 2011. By letter dated May 20, 2011 (the “Comment Letter”) the Staff
of the Commission (the “Staff”) provided the Company with its comments regarding the Registration
Statement and the prospectus included therein. On behalf of the Company, we have filed via EDGAR
the first revised registration statement on Form F-1/A (the “First Revised Registration
Statement”).

     We respond to your numbered comments in the Comment Letter as follows (page references in our
responses are to the pages in the prospectus contained in the First Revised Registration
Statement):

Justin Dobbie

May 23, 2011

Page 2

Risk Factors, page 14

If our vessels call on ports located in countries that are subject to restrictions imposed by
the U.S. or other governments, that could adversely affect our reputation and the market for our
common stock, page 22

    1.

    You state that your vessels may call on ports located in countries identified
by the U.S. government as state sponsors of terrorism. Please confirm to us that in
future filings you will revise your risk factor disclosure to name the countries
identified by the U.S. government as state sponsors of terrorism to which you refer.
In this regard, we note that Cuba, Iran, Sudan, and Syria are identified by the U.S.
Department of State as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls. Your filing does not include disclosure regarding
contacts with the referenced countries. Describe to us the nature and extent of any
past, current, and anticipated contacts with Cuba, Iran, Sudan, and Syria, whether
through subsidiaries or other direct or indirect arrangements, since your inception.
Further, you should describe to us any goods, fees, or services you have provided or
anticipate providing, directly or indirectly, to the referenced countries, and any
agreements, commercial arrangements, or other contacts you have had, or intend to have,
directly or indirectly, with the governments or entities controlled by the governments
of those countries.

         The Company acknowledges the Staff’s comment number 1, and has amended the risk
factor on page 22 of the First Revised Registration Statement to include the names
of the countries identified by the U.S. government as state sponsors of terrorism,
including Cuba, Iran, Sudan, and Syria.

         The Company advises the Staff that since the Company’s inception in January
2010, none of its vessels have called on ports in Cuba, Iran, Sudan, Syria or any
other country identified by the U.S. government as a state sponsor of terrorism,
whether through subsidiaries, affiliates, or other direct or indirect arrangements.
The Company further advises the Staff that it intends to take delivery during June,
2011, of three vessels that it has agreed to acquire from A.P. Møller-Maersk A/S, or
Maersk. The Company advises the Staff that following the delivery of these vessels
to the Company, the Company intends to employ each vessel on a time charter back to
Maersk. Under the terms of these time charters, and consistent with shipping
industry practice, the charterer of each vessel will direct the vessel’s route and
loading and discharge ports and the cargoes carried, although the charter agreements
entered into with Maersk for these vessels contain express prohibitions on the
vessels calling on any ports located in Cuba or in countries that are sanctioned by
the United Nations.

         While the respective charterers of the Company’s vessels will have the ability
to direct the vessels’ routes and cargoes, the Company has no reason to believe that
its current and anticipated charterers, which consist of two large,

Justin Dobbie

May 23, 2011

Page 3

    well-known international liner companies, will intentionally engage in the
transportation of U.S. origin goods with the Company’s vessels to Cuba, Iran, Sudan
or Syria. Therefore, the Company advises the Staff that it has not had, and does
not intend to have, directly or indirectly, any agreements, commercial arrangements
or other contacts with the governments or entities controlled by the governments of,
Cuba, Iran, Sudan, or Syria, and does not intend to provide any goods or services,
whether directly or indirectly, to such countries.

    2.

    Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan,
and Syria you describe in response to the foregoing comment, and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of any
revenues, assets, and liabilities associated with each of the referenced countries
since your inception. Also, address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision, including
the potential impact of corporate activities upon a company’s reputation and share
value. As you may know, various state and municipal governments, universities, and
other investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of
terrorism. Your materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
contacts with Cuba, Iran, Sudan, or Syria.

         The Company acknowledges the Staff’s comment number 2, and advises the Staff
that, as discussed in the Company’s response to comment number 1, the Company has
not had, and does not intend to have, directly or indirectly, any agreements,
commercial arrangements, or other contacts, directly or indirectly, with the
governments of, or entities controlled by the governments of, Cuba, Iran, Sudan, or
Syria, and does not intend to provide any good or services, whether directly or
indirectly, to such countries. As noted above, although the respective charterers
of the Company’s vessels will have the ability to direct the vessels’ routes and
cargoes, the Company has no reason to believe that these charters will intentionally
engage in the transportation of U.S. origin goods with the Company’s vessels to
Cuba, Iran, Sudan or Syria.

          In addition to the change referenced above in response to the Staff’s comments, the Company
has also (i) added a risk factor on page 22 regarding a recently launched investigation of the
European Commission into certain major container liner companies; (ii) clarified its dividend
policy on pages 6, 8, 12, 25, 39 and 83; and (iii) added disclosure
regarding vessel operating expenses on page 50. If you have any questions or comments concerning this
letter, please feel free to contact the undersigned at (212) 574-1223 or Edward S. Horton, Esq. at
(212) 574-1265.

Justin Dobbie

May 23, 2011

Page 4

    Very truly yours,

SEWARD & KISSEL, LLP

    By:
                    /s/ Gary J. Wolfe

    Gary J. Wolfe, Esq.

    cc:

    Tonya Bryan

Symeon Palios

DIANA CONTAINERSHIPS INC.

Pendelis 16

175 64 Palaio Faliro

Athens, Greece

May 23, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie

                                            Re:

    Diana Containerships Inc.

Registration Statement on Form F-1 (the “Registration Statement”)

Filed on May 23, 2011

File No. 333-174053

Ladies and Gentlemen:

     The undersigned registrant hereby acknowledges that:

    •

    Should the Commission or the Staff, acting pursuant to delegated authority,
declare the Registration Statement 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 Registration Statement 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.

    Yours faithfully,

    Diana Containerships Inc.

    By:

    /s/  Symeon Palios*

    Name:

    Symeon Palios

    Title:

    Chief Executive Officer

*By Gary
J. Wolfe, attorney-in-fact.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

   May 20, 2011
  Symeon Palios Chairman and Chief Executive Officer Diana Containerships Inc. Pendelis 16 175 64 Palaio Faliro Athens, Greece
Re:  Diana Containerships Inc.
Registration Statement on Form F-1 Filed on May 9, 2011 File number 333-174053

Dear Mr. Palios:

We have limited our review of your registra tion 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 amendi ng your registration statement and providing
the requested information.  Where you do not be lieve 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 amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 Risk Factors, page 14

If our vessels call on ports located in countries that are subject to rest rictions imposed by the
U.S. or other governments, that could adversel y affect our reputation and the market for our
common stock, page 22

1. You state that your vessels may call on ports  located in countr ies identified by the
U.S. government as state sponsors of terrorism.  Please confirm to us that in future filings you will revise your risk f actor disclosure to name the countries
identified by the U.S. government as state sponsors of terrorism to which you refer.

Symeon Palios
Diana Containerships Inc. May 20, 2011 Page 2
In this regard, we note that Cuba, Iran, S udan, and Syria are identified by the U.S.
Department of State as state sponsors of terrorism, and are subject to U.S.
economic sanctions and export controls.  Your filing does not include disclosure
regarding contacts with the referenced count ries.  Describe to us the nature and
extent of any past, current, and antici pated contacts with Cuba, Iran, Sudan, and
Syria, whether through subsidiaries or othe r direct or indirect  arrangements, since
your inception.  Further, you should describe  to us any goods, fees, or services
you have provided or anticipate providing, directly or indirectly, to the referenced
countries, and any agreements, commercial  arrangements, or other contacts you
have had, or intend to have, directly or i ndirectly, with the gove rnments or entities
controlled by the governments of those countries.

2. Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and
Syria you describe in response to th e foregoing comment, and whether those
contacts constitute a material investment  risk for your security holders.  You
should address materiality in quantitative terms, including the approximate dollar
amounts of any revenues, assets, and liab ilities associated with each of the
referenced countries since your inception.  Also, address materiality in terms of
qualitative factors that a reasonable inve stor would deem important in making an
investment decision, including the potentia l impact of corpor ate activities upon a
company’s reputation and share value.   As you may know, various state and
municipal governments, uni versities, and ot her investors have proposed or
adopted divestment or similar initiatives regarding investment in companies that
do business with U.S.-designated state s ponsors of terrorism.  Your materiality
analysis should address the potential imp act of the investor sentiment evidenced
by such actions directed toward companie s that have contacts with Cuba, Iran,
Sudan, or Syria.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

Symeon Palios
Diana Containerships Inc. May 20, 2011 Page 3
• 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 th e disclosure in the filing; and

• the company may not assert staff comments a nd 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 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 You may contact Tonya Bryan at (202) 551- 3601 or me at (202) 551-3469 with any
questions.
Sincerely,     Justin Dobbie Legal Branch Chief
 cc:  Gary J. Wolfe
Edward S. Horton, Esq. Seward & Kissel LLP (212) 480-8421 (facsimile)