SecProbe.io

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 March 11, 2025

Aksel C. Olesen
Chief Financial Officer
SFL Corp Ltd.
14 Par-la-Ville Road
Hamilton HM08 Bermuda

 Re: SFL Corp Ltd.
 Form 20-F for the Fiscal Year ended December 31, 2023
 Filed March 14, 2024
 File No. 001-32199
Dear Aksel C. Olesen:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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, N.W.

            WASHINGTON, D.C. 20001

            TELEPHONE:  (202) 737-8833

            FACSIMILE:  (202) 737-5184

  February 19, 2025

  Lily Dang & John Cannerella

  Office of Energy & Transportation

    Division of Corporation Finance

    Securities and Exchange Commission

    Washington D.C. 20549

          Re:

          SFL Corporation Ltd.

          Form 20-F for the Year Ended December 31, 2023

          Filed March 14, 2024

          File No. 001-32199

  Dear Ms. Dang and Mr. Cannerella:

  On behalf of SFL Corporation Ltd. (the “Company” or “SFL”), we are writing to respond to the comment set forth in the letter dated December 27, 2024, which was received by the Company on January 24, 2025, in which the staff (the “Staff”) of the U.S. Securities and Exchange Commission commented on the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 (“2023 Form 20-F”). The Staff’s comment and the Company’s response are set forth below.

  We have reproduced below in bold italics the Staff’s comment and have provided the Company’s response
    immediately below the comment.

  The vast majority of the Company’s response reflects considerations made contemporaneously in the preparation of the 2023 Form 20-F.

  SEC Staff Comment

  We note your disclosure indicating you operate within a single reportable segment, although it is
    unclear how this reconciles with other disclosures in your earnings releases and investor presentations on your website, which identify and focus on five market categories, including container, car carrier, tanker, dry bulk, and energy.

  For example, within the investor presentations you report for each of these categories,
      the number and type of vessels, average contract duration, charter types, operating days, utilization, revenues, and operating expenses; and during some earnings calls you have referred to margins for particular vessels. We see that you discuss
      various risks that appear to be specific to the energy market category on page 15, and that drilling contract revenues for 2023 reflect a substantial increase, which was not characteristic of changes reported
      for the other revenue categories.

  Given the foregoing, please clarify how assessing performance and allocating resources would not be
    oriented towards, and informed by financial metrics associated with the five market categories that you have identified, if this is your view. Please explain to us how you considered and applied the guidance in FASB ASC 280-10-50-1, 10, 11 and 12,
    including the guidance specific to aggregation in 10-55-7A, B, and C, if applicable, in formulting your position regarding segment disclosures.

  As part of your response, please describe the information that is provided to your chief operating
    decision maker and the manner by which assessments of performance are conducted and decisions regarding resource allocations are made, with respect to the various market categories referenced above.

  However, if additional reportable segments are identified, please submit the revisions that you propose
    to address the requirements in FASB ASC 280. Please also revise your disclosures as necessary to clarify how the activity that is associated with each of the market categories correlates with your financial presentation. For example, if revenues of
    your energy market category are synonymous with your drilling contract revenues, this should be apparent from your disclosures.

  Response:

  The Staff has correctly noted the discussion in the Company’s earnings releases and investor presentations that discusses five market
    categories. However, that discussion is focused on revenue (and revenue-related comparisons) in each of those market categories. The Company’s earnings releases do not provide operating expenses or operating income by market category. Only one slide in
    its investor presentations touches on operating expenses by category and this is without any further discussion. Additionally, the Company does not present any measure of operating income (that is, revenues minus
      operating expenses) by market category.

  While each of these market categories is an important component of its business, they are not operating segments in accordance with ASC 280.
    Rather, they represent different market focuses or vessel types which are managed under the same strategy.

  The minimal emphasis on operating expenses by category in the Company’s investor presentations, and the complete omission of such information
    in its earnings releases, reflects the lack of attention paid to such information by the Company’s Chief Operating Decision Maker (“CODM”) in assessing performance and making decisions about how to allocate resources to components of the Company.

  Below is the Company’s consideration of the identification of operating segments as it pertains to the preparation of 2023 Form 20-F. The
    Company believes this summary is responsive to the points raised in the comment letter.

  Identification of the Chief Operating Decision Maker

  As discussed in ASC 280-10-50-5, the CODM is a function (not necessarily an individual) that allocates the resources of the reporting entity
    and assesses the performance of its segments. Decisions about the entity’s resource allocation and assessment of the entity’s businesses are made by the Company’s Board of Directors (the “Board”).

    The Board of SFL also includes the Chief Executive Officer (“CEO”), who is involved in strategic decisions. The Board approves all major capital expenditures, vessel acquisitions, disposals,
    long-term charter agreements, and financing transactions amongst other key decisions and does not have a fixed chairman.

  In 2023, the employees who reported directly to the CEO are the Chief Operating Officer (“COO”),

    Chief Financial Officer (“CFO”) and Senior Vice President – Business Development. Since January 2024, the Senior Vice President – Energy also began reporting directly to the CEO. These
    individuals are considered members of the senior management team of SFL. Due to the high number of major capital expenditures, vessel acquisitions, disposals, long-term charter agreements, financing transactions amongst other potential opportunities,
    which are screened by the Company, it is necessary that the senior management, together with the CEO, makes an initial decision about which proposals should be presented to the Board for consideration. However, the final decision is made by the Board
    as a whole.

  Based on the Company’s structure, it concluded that the Board constitutes the CODM. As a collective, the Board reviews the Company’s
    performance and makes decisions regarding the allocation of resources including capital investment in asset acquisitions and disposals, financing, long term charter agreements, key management hiring and other significant business decisions.

  Strategy of the Company

  The Company’s strategy as stated in Item 4.A of the 2023 20-F is “to generate stable and increasing cash flows by chartering our assets
    primarily under medium to long-term bareboat or time charters.”

  The CODM’s allocation of resources is not based on asset class, rather it is asset class neutral and instead pursues opportunities in line with
    the Company’s strategy.

  The Company would not plan to purchase a vessel or rig where it has not secured a medium or long term charter. In the last five years to
    December 31, 2023, the Company has acquired 28 vessels, all of which were secured on medium or long term charters at the time of the acquisition.

  The Company’s disclosures in Item 4.A of its Form 20-F for the years ended December 31, 2021, 2022 and 2023 shown below further demonstrate its
    strategy.

  “Acquisitions

  Year ended December 31, 2021:

        •

          In April 2021, we entered into an agreement with the Volkswagen Group to build and charter out two newbuild dual-fuel 7,000 CEU car carriers designed to use liquefied natural
            gas (“LNG”). The charter period is 10 years from delivery in 2023, and until the new vessels are delivered, the Volkswagen Group has chartered the two existing car carriers SFL Composer and SFL Conductor.

        •

          In August 2021, we acquired and took delivery of the 2013-built SFL Maui and the 2014-built SFL
              Hawaii, both with approximately 6,800 TEU carrying capacity. Upon delivery, the vessels each immediately commenced a six year time charter to Maersk.

        •

          Also in August 2021, we entered into an agreement with Kawasaki Kisen Kaisha Ltd. (“K Line”) to build and charter out two additional newbuild dual-fuel 7,000 CEU car carriers
            designed to use LNG. The charter period is 10 years from delivery of the vessels in 2024.

        •

          In September 2021, we acquired and took delivery of the 2020-built Maersk Zambezi which has a 5,300 TEU carrying capacity. Upon
            delivery, the vessel was chartered to Maersk on a time charter basis for approximately seven years.

        •

          In September 2021, we also acquired and took delivery of another two container vessels with 14,000 TEU carrying capacity, the 2013-built, Thalassa

              Patris and the 2014-built, Thalassa Elpida. Both vessels were on time charter to Evergreen Marine Corporation (Taiwan) Ltd (“Evergreen”) and we agreed
            to continue the obligations on these existing charterers. The two vessels are sister vessels to the four existing vessels we already had on charter to Evergreen.

        •

          In December 2021, we acquired and took delivery of the 2019-built Suezmax tanker Marlin Santorini. Upon delivery, the vessel commenced
            a five year time charter to Trafigura Maritime Logistics Pte. Ltd (“Trafigura”).

        •

          In December 2021, we acquired and took delivery of two 2015-built LR2 product tankers Front Puma and Front

              Tiger. Upon delivery, the vessels each commenced a five year time charter to Trafigura.”

  Year ended December 31, 2022:

        •

          In January 2022, we acquired and took delivery of two LR2 product tankers SFL Lion and SFL Panther,
            built in 2014 and 2015 respectively. Upon delivery, the vessels commenced five-year charters to Trafigura Maritime Logistics Pte Ltd (“Trafigura”).

        •

          In January 2022 and February 2022, we acquired and took delivery of two 2019-built Suezmax tankers, Marlin Sicily and Marlin Shikoku, respectively. Upon delivery, the vessels commenced five-year charters to Trafigura.

        •

          In August 2022, we agreed to acquire four 2015 and 2020 built modern eco-design Suezmax tankers, in combination with six-year charters to a subsidiary of Koch Industries. The
            vessels were delivered to us between September 2022 and November 2022.

        •

          In September 2022, we agreed to acquire two newbuild eco-design feeder container vessels, Maersk Phuket and Maersk Pelepas. The two vessels were delivered to us in September and November 2022, respectively, and immediately commenced seven-year charters to Maersk.

        •

          In November 2022, we took delivery of a 4,900 CEU car carrier, Arabian Sea, in combination with a six-year charter to Eukor.

  Year ended December 31, 2023:

        •

          During the year ended December 31, 2023, we had paid total installments and related costs of $158.4 million in relation to two dual-fuel 7,000 CEU newbuilding car carriers
            designed to use LNG under construction. The first of the vessels, Emden was delivered in September 2023, while the second vessel, Wolfsburg, was delivered in November 2023. On delivery, the vessels performed a voyage charter for an Asia based
            operator from Asia to Europe, and thereafter, the vessels started a 10-year time charter to Volkswagen Group.

        •

          Also, during the year ended December 31, 2023, we had paid total installments and related costs of $83.9 million in relation to another two dual-fuel 7,000 CEU newbuilding car
            carriers under construction. One of these vessels, Odin Highway, was delivered from the shipyard in January 2024 and immediately commenced a 10-year time charter to K Line. The second vessel, Thor Highway, is also expected to be delivered
            during the first half of 2024 and will immediately commence a 10-year time charter to K Line.”

  The Company is focused on maritime infrastructure investment, rather than operating as a traditional shipping company. This approach aims to
    avoid the volatility typically associated with market cycles and emphasizes the pursuit of stable and predictable revenue streams, regardless of asset type or market category. The CODM is solely responsible for this strategic direction and would
    determine if any changes are to be made in the future.

  Identification of Operating Segments

  The Company considered several sources of information when identifying its operating segments, including its organizational structure,
    information regularly reviewed by the CODM, Resource Allocation Decisions, the level at which budgets are reviewed and approved by the CODM, and an understanding of Senior Management’s Performance Assessment. As per ASC 280-10-50-1, an operating
    segment is a component of a public entity that has all of the following characteristics:

        a.

          It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the
            same public entity).

        b.

          Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess
            its performance.

        c.

          Its discrete financial information is available.

  In consideration of ASC 280-10-50-1(a), the Company generates its revenues from the charter hire of its vessels and offshore related assets,
    and freight billings. Revenues are generated from time charter hire, bareboat charter hire, direct financing lease interest income, sales-type lease interest income, leaseback assets interest income, direct financing lease service revenues, profit
    sharing arrangements, drilling contract revenue, voyage charters and other freight billings. Similarly, the Company incurs costs in order to fulfil each of the various contract types in addition to general administrative and financing costs. Based on
    this information, the Company earns revenue and incurs expenses for each individual vessel or rig, and each of these components meets the criteria for “engaging in business activities for which it may earn revenues and incur expenses.”

  Information regularly reviewed by the CODM

  In accordance with ASC 280-10-50-1(b), one of the requirements to be an operating segment is that operating results for the component must be
    regularly reviewed by the CODM to allocate resources and assess performance.

  Although a Management Report (“MR”) is prepared by the accounting team and sent to senior management each quarter, the financial information presented and reviewed by the Board as CODM in the “Board Pack”, only includes an executive summary, the income statement, balance sheet, cashflow
    statement and a schedule showing Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”)1.

  The Executive Summary includes consolidated financial informa

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

    February 10, 2025

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, DC 20549

            Re:

            SFL Corporation Ltd.

              Form 20-F for the fiscal year ended December 31, 2023

              Filed March 14, 2024

              File No. 001-32199

    Ladies and Gentlemen:

    On behalf of SFL Corporation Ltd. (the “Company”), we are writing in response to the letter of the staff (the “Staff”) of the U.S. Securities and Exchange
        Commission (the “SEC”) dated December 27, 2024 (the “Staff
        Letter”), which was received by the Company on January 24, 2025.  The Staff Letter relates to the above-referenced Form 20-F for the fiscal year ended December 31, 2023, which was filed on March 14, 2024.  As
        orally discussed with the Staff, the Company will respond to the Staff Letter by February 21, 2025.

    Thank you for your kind consideration. If you have any questions or require additional information, please do not hesitate to contact Keith J.
      Billotti of Seward & Kissel LLP,
      external legal counsel to the Company, at (212) 574-1274.

            Sincerely,

            By: /s/ Keith J. Billotti______

            Name: Keith J. Billotti

    cc: Aksel Olesen

December 27, 2024
Aksel C. Olesen
Chief Financial Officer
SFL Corp Ltd.
14 Par-la-Ville Road
Hamilton HM08 Bermuda
Re:SFL Corp Ltd.
Form 20-F for the Fiscal Year ended December 31, 2023
Filed March 14, 2024
File No. 001-32199
Dear Aksel C. Olesen:
            We have reviewed your filing and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2023
Financial Segments
Note 4. Segment Information, page F-20
We note your disclosure indicating you operate within a single reportable segment,
although it is unclear how this reconciles with other disclosures in your earnings
releases and investor presentations on your website, which identify and focus on five
market categories, including container, car carrier, tanker, dry bulk, and energy.

For example, within the investor presentations you report for each of these categories,
the number and type of vessels, average contract duration, charter types, operating
days, utilization, revenues, and operating expenses; and during some earnings calls
you have referred to margins for particular vessels.  We see that you discuss various
risks that appear to be specific to the energy market category on page 15, and
that drilling contract revenues for 2023 reflect a substantial increase, which was
not characteristic of changes reported for the other revenue categories.

 1.

December 27, 2024
Page 2
Given the foregoing, please clarify how assessing performance and allocating
resources would not be oriented towards, and informed by financial metrics associated
with the five market categories that you have identified, if this is your view. Please
explain to us how you considered and applied the guidance in FASB ASC 280-10-50-
1, 10, 11 and 12, including the guidance specific to aggregation in 10-55-7A, B, and
C, if applicable, in formulting your position regarding segment disclosures.

As part of your response, please describe the information that is provided to your
chief operating decision maker and the manner by which assessments of performance
are conducted and decisions regarding resource allocations are made, with respect to
the various market categories referenced above.

However, if additional reportable segments are identified, please submit the revisions
that you propose to address the requirements in FASB ASC 280.  Please also revise
your disclosures as necessary to clarify how the activity that is associated with each of
the market categories correlates with your financial presentation.  For example, if
revenues of your energy market category are synonymous with your drilling contract
revenues, this should be apparent from your disclosures.

            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 Lily Dang at 202-551-3867 or John Cannarella at 202-551-3337 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

October 29, 2018
Harald Gurvin
Chief Financial Officer
Ship Finance International Ltd
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re:Ship Finance International LTD
Form 20-F for the Year Ended December 31, 2017
Filed March 26, 2018
File No. 001-32199
Dear Mr. Gurvin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

GARY J. WOLFE

PARTNER

(212) 574-1223

 wolfe@sewkis.com

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

                                                                                          October 26, 2018

VIA EDGAR

Ms. Heather Clark

Office of Transportation and Leisure

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Ship Finance International LTD

Form 20-F for the Year Ended December 31, 2017

Form 6-K furnished February 28, 2018

 File No. 001-32199

Dear Ms. Clark:

On behalf of Ship Finance International Limited, (the "Company"), we submit this response to your letter dated May 30, 2018, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2017 and Form 6-K furnished February 28, 2018. The Company's responses, together with the Staff's comments, are set forth below.

Following calls with the staff on August 9, 2018, August 10, 2018 and September 24, 2018 the Company confirms that it will make the following changes in future filings of its press releases:

1.          Charter hire:

a.

The Company confirms that this is a metric figure rather than a non-GAAP measure, and essentially represents amounts billable by the Company and its 100% owned unconsolidated subsidiaries.

b.

The description of this will be changed from "Charter hire revenue" to "Charter hire" to avoid any connection to any GAAP or non-GAAP measure.

c.

Total charter hire will be split in the Selected Key Data table between the Company and its 100% owned unconsolidated subsidiaries and totaled.

d.

A footnote will be added to explain what Charter hire represents.

2.          Adjusted EBITDA:

a.

The Company confirms that Adjusted EBITDA is used by the Company as a non-GAAP liquidity rather than a performance measure and as such will be reconciled to "Net cash provided by operating activities" as presented in the cashflow statement rather than "Net income" as presented in the Income Statement.

b.

Adjusted EBITDA will be separately presented for the Company and its 100% owned unconsolidated subsidiaries and will not be totaled.

3.          Income statement presentations:

a.

"Revenue classified as repayment of investment in finance leases" as described in historic press releases will be removed from the income statement of both the Company and Associates and a footnote explanation will be added.

b.

"Charter Revenues – finance lease" will be presented net of charter hire treated as "Repayment of investment in finance leases".

4.          Non-GAAP measures general:

a.

A description of non-GAAP measures used by the Company will be added to the Company's press releases making clear that they do not represent GAAP measures.

b.

Each non-GAAP measure described will include an explanation of why its presentation and inclusion is important to the Company and its investors.

c.

The Company will ensure that GAAP measures will be presented more prominently than any non-GAAP measure in the Company's press releases going forward.

Ms. Heather Clark

October 26, 2018

Page 2

*****

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

Sincerely

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Beverly A. Singleton

Claire Erlanger

Division of Corporate Finance

 Securities and Exchange Commission

Harald Gurvin

Chief Financial Officer

 Ship Finance Management AS

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

July 13, 2018

Ms. Clark

Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

Securities and Exchange Commission

 Washington D.C. 20549

Re:

Ship Finance International LTD

Form 20-F for the Year Ended December 31, 2017

Form 6-K furnished February 28, 2018

File No. 001-32199

Dear Ms. Clark:

On behalf of Ship Finance International Limited, (the "Company"), we submit this response to your letter dated May 30, 2018, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2017 and form 6-K furnished February 28, 2018. The Company's responses, together with the Staff's comments, are set forth below.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter.  Each response is prefaced by the text of the Staff's corresponding comment in bold text.

Form 6-K furnished February 28, 2018

Selected Key Financial Data, page 1

1.

Please explain the difference both quantitatively and qualitatively between "total charter revenues" as presented in selected key financial data and "total operating revenues" presented on page 6. We note that the company has certain wholly-owned subsidiaries which are accounted for using the equity method because as it has been determined under ASC 810 that they are variable interest entities in which Ship Finance International Ltd. is not the primary beneficiary. It appears that "total charter revenues" include revenue from these entities using a method other than the equity method of accounting. Inclusion of your proportionate economic ownership (i.e. 100%) appears to create a non-GAAP measure that is not consistent with the guidance in Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G. Please explain.

1

Three Months Ended

Dec 31, 2017

Sep 30, 2017

Long term charter revenues(1)

$139 million

$133 million

Short term charters(2)

$13 million

$17 million

Total charter revenues(1)(2)

 $152 million

$150 million

1. Long term charter revenues include total gross charter hire related to contracts undertaken for a period greater than one year from all vessels and rigs, including assets in 100% owned subsidiaries classified as 'Investment in associates'.

2. Includes gross hires from short term charters, voyage charters, gross revenue earned from pooled vessels and profit share income.

The table above, which is information that was included in the Form 6-K furnished to the Staff on February 28, 2018, shows that Total charter revenues are the sum of Long term charter revenues and short term charter revenues. As noted above, Footnote 1 states "Long term charter revenues include total gross charter hire related to contracts undertaken for a period greater than one year from all vessels and rigs, including assets in 100% owned subsidiaries classified as 'Investment in associates'" and Footnote 2  states "Includes gross hire from short term charters and voyage charters".

Quantitatively this is as follows:

Three months ended

Dec 31,

Sep 30,

2017

2017

Charter revenues - operating lease – consolidated entities

78,946

76,208

Charter revenues - finance lease – consolidated entities

24,856

25,321

Charter revenues - finance lease – 100% owned associates

47,884

48,073

Profit share income

162

-

Total charter revenues

151,848

149,602

 The charter revenues for the Company are shown in our income statement as follows:

INCOME STATEMENT

Three months ended

(in thousands of $

Dec 31,

Sep 30,

except per share data)

2017

2017

Charter revenues - operating lease

78,946

76,208

Charter revenues - finance lease

24,856

25,321

Revenues classified as Repayment of investment in finance leases

(7,862)

(7,856)

Profit share income

162

-

Total operating revenues

96,102

93,673

2

The charter revenues for the Company's 100% owned unconsolidated subsidiaries are shown in a note that reconciles to equity earnings of associates as follows:

INCOME STATEMENT

Three months ended

(in thousands of )

Dec 31,

Sep 30,

2017

2017(a)

Charter revenues - finance lease

47,884

48,073

Revenues classified as Repayment of investment in finance leases

(31,952

)

(29,505

)

Interest expense, related party

(3,532

)

(3,533

)

Interest expense, other

(8,294

)

(8,440

)

Other items

(422

)

(368

)

Net income

3,684

6,227

(a)

September figures are from the Company's third quarter press release 6k filed on 12/21/2017.

The Company advises the Staff that it considered Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Measures, in addition to Rule 100(b) of Regulation G. Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Measures focuses on a scenario where the adjustment accelerates the recognition of revenue. The Answer to Question 100.04 emphasizes that non-GAAP measures that substitute individually tailored revenue recognition and measurement methods for those of GAAP could violate Rule 100(b) of Regulation G.

The Company concluded that its fact pattern differed from the example cited in Question 100.04, noting that the referenced example focuses on an adjustment that accelerates the recognition of revenue. In our fact pattern, there is no acceleration of recognition of revenue.

Rule 100(b) of Regulation G stipulates:

A registrant, or a person acting on its behalf, shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.

In concluding that the disclosure did not violate Rule 100(b) of Regulation G, the Company considered Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Measures, which states that "certain adjustments may violate Rule 100(b) of Regulation G because they cause the presentation of the non-GAAP measure to be misleading. For example, presenting a performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant's business could be misleading."

The Company believes that the combination of total charter hire from these unconsolidated subsidiaries is not misleading. The figures are combined for the purposes of splitting them between long- and short-term charter hire to provide additional information to investors on a total basis.

3

To explain further, these wholly-owned subsidiaries that are accounted for as equity investees were assessed to be variable interest entities for which the Company is not the primary beneficiary because the main asset of each entity is the subject of a lease which includes both fixed price call options and fixed price purchase obligation or put option at the end of the lease causing each entity to be a variable interest entity ("VIE"). ASC 810-10-25-38B requires that a reporting entity identify which activities most significantly impact the VIE's economic performance and determine whether it has the power to direct those activities. The economic performance of each VIE is most significantly impacted by the fair value of its underlying asset. Each lessee has the ability to increase the benefits it can receive and limit the losses it can suffer by the manner in which it uses the asset and how it markets the asset (similar to Example 5 case G in ASC 810-10-55-172 -181). Each lessee will absorb all the residual value variability due to the purchase options and/or obligations. As such, the Company could not be considered the primary beneficiary in accordance with ASC 810. However on a day to day basis, payments received from charter hires in these entities, are managed by the Company in the same way as it manages the charter hires for all of its other subsidiaries. Hires are received on a gross basis and the Company chooses how to manage payments and invest excess cash. The Company understands that users of the financial statements combine these figures when analysing the overall Company's expected and actual cash receipts from charter hire.

The Company believes that this is clearly a non-GAAP measure intended to give an indication of volume. However, to make this clearer we propose to write "Total combined charter hire" rather than "Total charter revenue" in future filings and include a specific non-GAAP measure label and reconciliation to "Total Operating Revenue" as follows:

Three Months Ended

 Dec 31, 2017

Sep 30, 2017

Long term combined (1) charter hire(1)

$139 million

$133 million

Short term combined (1) charter hire(2)

$13 million

$17 million

Total combined charter hire(2)(3)

 $152 million

$150 million

(1) Includes charter hire of 100% owned equity investees

(2)(3) Total charter hire for the quarter ended December 31, 2017 is reconciled to total operating revenue for both the Company and 100% owned equity investees as follows:

Company

100% owned equity investees

Combined Total

Total operating revenue

96,102

15,932

112,034

Add: Repayments from investments in direct financing and sales-type leases

7,862

31,952

39,814

Total combined charter hire

103,964

47,884

151,848

4

2.

We note at the top of page 2 you disclose that reported net operating income pursuant to US GAAP for the quarter was $38.6 million, or $.38 per share, and reported net income was $20.1 million, or $.20 per share. Adjusted for various non-cash and one-off items, the result was $24.9 million, or $.24 per share. Please note that this adjusted amount should be labeled as a non-GAAP financial measure and should be accompanied by a reconciliation as required by Regulation G.

The Company notes the Staff's comment. Since December 31, 2017, the Company has not included this disclosure in its quarterly earnings releases but if this disclosure is re-instated in future earnings releases, the Company will include a non-GAAP measure label and a corresponding reconciliation.

Appendix 1, page 10

3.

We note from Appendix 1 that the reconciliation of net income to Adjusted EBITDA includes several adjustments related to your investments in subsidiaries accounted for under the equity method such as, charter revenue – finance lease adjustment, interest income from associates, and results in associates. Please explain to us the nature of these adjustments and tell us why you are adjusting for these items in your Adjusted EBITDA measure. Also, please tell us the nature of the repayment of investment in finance leases adjustment and why you are adjusting for this amount in your Adjusted EBITDA measure.

In footnote 2 of Appendix 1, it states "'Adjusted EBITDA' is a non-GAAP measure. It is defined as aggregate charter hire from all our 100% owned assets, profit share income and dividends and interest received from financial investments, less vessel operating expenses and general and administrative expenses."

Interest income from associates is deducted from net income in the same way as interest income and results of associates to bring the results back to an "earnings before interest and depreciation" basis. The following table provides a reconciliation of operating revenue and operating expenses to Adjusted EBITDA and the reconciliation shown in Appendix 1:

Company

100% owned equity investees

Total

Total operating revenue

96,102

15,932

112,034

Add: Repayments from investments in direct financing and sales-type leases

7,862

31,952

39,814

Total combined charter hire

103,964

47,884

151,848

Less: operating expenses (1)

(57,461

)

-

(57,461

)

Add: Dividend and interest income (loss) from investments

(213

)

-

(213

)

Add: Depreciation

22,649

-

22,649

Adjusted EBITDA

68,939

47,884

116,823

(1)

Operating costs of the 100% owned equity investees are zero.

The repayment from investments in direct finance and sales type leases is added to Revenue from finance and sales type leases as explained above, to present gross charter hires for both the consolidated subsidiaries and for the 100% owed equity investees. These are combined for the purposes of presenting Adjusted EBITDA.

5

Financial Statements

Form 20-F for the Year Ended December 31, 2017

Consolidated Statements of Changes in Stockholders' Equity, page F-8

4.

Please tell us the nature of the significant change in additional paid in capital in the amount of $137 million related to the convertible notes due 2021.

The amount of $137 million was incorrectly described in the Company's annual report on Form 20-F (the "Form 20-F"). It should have been described as "Shares issued arising from the conversion of convertible bonds due in 2018". This relates to shares issued in October 2017 as described in Note 19 of the Form 20-F. The Company issued approximately 9.4 million shares arising from the conversion of approximately $121 million of the $350 million convertible bond due 2018. The $137 million is the difference between the fair value of the shares issued and the par value of the shares (the par value is included in share capital). We respectfully propose to correct the description in all future filings.

*****

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

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Beverly A. Singleton

Claire Erlanger

Division of Corporate Finance

 Securities and Exchange Commission

Harald Gurvin

Chief Financial Officer

 Ship Finance Management AS

6

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

June 22, 2018

VIA EDGAR

Heather Clark

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C.  20549

Re:

Ship Finance International Limited

Form 20-F for the Fiscal Year Ended December 31, 2017

Filed 6-K furnished February 28, 2018

File No. 001-32199

Dear Ms. Clark:

This confirms that, at our request, you have set the Company's new response date to your letter dated May 30, 2018 at July 13, 2018.

Thank you for your kind cooperation.

Very truly yours,

SEWARD & KISSEL LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe, Esq.

cc:

Ms. Claire L. Erlanger

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K Street, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

May 30, 2018

VIA EDGAR

Heather Clark

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

Ship Finance International Limited

Form 20-F for the Fiscal Year Ended December 31, 2017

Filed 6-K furnished February 28, 2018

File No. 001-32199

Dear Ms. Clark:

This confirms that, at our request, you have set the Company's new response date to your letter dated May 30, 2018 at July 3, 2018.

Thank you for your kind cooperation.

Very truly yours,

SEWARD & KISSEL, LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe, Esq.

cc:   Ms. Claire L. Erlanger

May 30, 2018
Harald Gurvin
Chief Financial Officer
Ship Finance International Ltd
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re:Ship Finance International LTD
Form 20-F for the Year Ended December 31, 2017
Form 6-K furnished February 28, 2018
File No. 001-32199
Dear Mr. Gurvin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten 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 tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 6-K furnished February 28, 2018
Selected Key Financial Data, page 1
1.Please explain the difference both quantitatively and qualitatively between “total charter
revenues” as presented in selected key financial data and “total operating revenues”
presented on page 6.  We note that the company has certain wholly-owned subsidiaries
which are accounted for using the equity method because as it has been determined under
ASC 810 that they are variable interest entities in which Ship Finance International Ltd. is
not the primary beneficiary.  It appears that “total charter revenues” include revenue from
these entities using a method other than the equity method of accounting.  Inclusion of
your proportionate economic ownership (i.e. 100%) appears to create a non-GAAP
measure that is not consistent with the guidance in Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.  Please

 FirstName LastNameHarald Gurvin
 Comapany NameShip Finance International Ltd
 May 30, 2018 Page 2
 FirstName LastName
Harald Gurvin
Ship Finance International Ltd
May 30, 2018
Page 2
explain.
2.We note at the top of page 2 you disclose that reported net operating income pursuant to
US GAAP for the quarter was $38.6 million, or $.38 per share, and reported net income
was $20.1 million, or $.20 per share.  Adjusted for various non-cash and one-off items, the
result was $24.9 million, or $.24 per share.  Please note that this adjusted amount should
be labeled as a non-GAAP financial measure and should be accompanied by a
reconciliation as required by Regulation G.
Appendix 1, page 10
3.We note from Appendix 1 that the reconciliation of net income to Adjusted EBITDA
includes several adjustments related to your investments in subsidiaries accounted for
under the equity method such as, charter revenue – finance lease adjustment, interest
income from associates, and results in associates.  Please explain to us the nature of these
adjustments and tell us why you are adjusting for these items in your Adjusted EBITDA
measure.  Also, please tell us the nature of the repayment of investment in finance leases
adjustment and why you are adjusting for this amount in your Adjusted EBITDA measure.
Form 20-F for the Year Ended December 31, 2017
Financial Statements
Consolidated Statements of Changes in Stockholders' Equity, page F-8
4.Please tell us the nature of the significant change in additional paid in capital in the
amount of $137 million related to the convertible notes due 2021.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561

November 2 , 2017

Harald Gurvin
Chief Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the Fiscal Year Ended December 31, 2016
  Filed April 13, 2017
  File No. 001-32199

Dear  Mr. Gurvin :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

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

October 20, 2017

Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

Securities and Exchange Commission

Washington D.C. 20549

Re:

Ship Finance International Limited

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

Filed April 13, 2017

 File No. 001-32199

Dear Ms. Raminpour:

On behalf of Ship Finance International Limited, (the "Company"), we submit this response to your letter dated September 12, 2017, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2016. The Company's responses, together with the Staff's comments, are set forth below.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter.  Each response is prefaced by the text of the Staff's corresponding comment in bold text.

Risk Factors

Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common shares, page 6

1. You state that from time to time on charterers' instruction, your vessels may call and have called on ports located in Sudan and Syria, countries which are designated as state sponsors of terrorism by the U.S. Department of State and are subject to U.S. economic sanctions and export controls. You do not include disclosure about contacts with Sudan or Syria. Please describe to us the nature and extent of any past,

1

current and anticipated contacts with Sudan and Syria, whether through subsidiaries, charterers, or other direct or indirect arrangements since your letter to us dated June 24, 2014. You should describe any goods, services or fees you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

The Company currently employs its fleet of 11 crude oil tankers, 22 drybulk carriers, 22 container vessels (including two chartered-in 19,200 TEU vessels), two car carriers, two jack-up drilling rigs, two ultra-deepwater drilling units, five offshore support vessels, two chemical tankers, and two oil product tankers as follows:

·

Nine crude oil tanker vessels under time charter contracts to Frontline Shipping Limited ("Frontline Shipping"), a wholly owned subsidiary of Frontline Ltd. (NYSE: FRO), which in turn charter the Company's vessels to third parties. The remaining two crude oil tanker vessels are employed in the spot market;

·

Eight drybulk carriers under time charters to Golden Ocean Group Limited ("Golden Ocean") or its affiliates and 14 drybulk carriers under time or voyage charters to unrelated third parties;

·

12 container vessels under bareboat charters to MSC Mediterranean Shipping Company S.A. ("MSC"), an unrelated third party, two bareboat charters to unrelated third parties and the remaining eight container vessels under time charters to unrelated third parties;

·

Two car carriers under time charters to Hyundai Glovis Co. Ltd., an unrelated third party;

·

Two ultra-deepwater drilling units under bareboat charters to fully guaranteed subsidiaries of Seadrill Limited (NYSE: SDRL) and one jack-up drilling rig under a bareboat charter to a subsidiary of North Atlantic Drilling Ltd., fully guaranteed by Seadrill Limited. The remaining jack-up drilling rig is under a bareboat charter to an unrelated third party;

·

Five offshore support vessels under bareboat charters to a wholly owned subsidiary of Solstad Farstad ASA, following the merger of Solstad ASA, Farstad ASA and Deep Sea Supply Plc, a related party;

·

Two chemical tankers under bareboat charters to an unrelated third party; and

·

Two product tankers under time charters to an unrelated third party.

Under the terms of these time charters, spot market trading and bareboat charters, and consistent with shipping industry practice, the charterer of each vessel or drilling unit pays the Company a daily charter rate and the charterer directs, in the case of a vessel, such vessel's route, loading and discharge ports, the cargoes carried and in the case of a drilling unit, such unit's operation.

2

While the Company does not control the routes or ports of call made by any of its vessels or the location of its drilling unit's operation, all of the Company's bareboat charters for its container vessels and chemical tankers contain trading restrictions intended to obligate the charterer to comply with any sanctions or regulations imposed by the United States and the United Nations. In addition, the Company's time charter contracts for its container vessels and drybulk carriers contain trading restrictions intended to obligate the charterer to comply with any sanctions or regulations imposed by the United Nations, including restrictions applicable to, among other countries, Sudan and Syria.

The Company has been informed by its charterers that (i) one of its car carriers made a port call to Sudan during the period between April 1, 2014 and December 31, 2014 (ii) one of its car carriers made a port call to Sudan during the year ended December 31, 2015,  (iii) one of its car carriers made a port call to Sudan during the year ended December 31, 2016 and none of the car carriers made a port call to Sudan during the six months ended June 30, 2017. The car carriers were transporting, vehicles and vehicle parts.

Nine months ended December 31, 2014

Year ended December 31, 2015

Year ended December 31, 2016

Port calls to Sudan

1

1

1

Total port calls for car carriers

110

158

157

Percentage of port calls for car carriers

0.9%

0.6%

0.6%

(iv) none of its car carriers made port calls to Syria during the years ended 2014, 2015, 2016 and six months ended June 30, 2017.

In relation to the Company's other vessels and drilling units, to the Company's knowledge, none of such vessels or drilling units have called on any ports or operated offshore, as applicable, in Sudan or Syria, during the years ended 2014, 2015, 2016 and six months ended June 30, 2017.

The gross operating revenue derived by the Company attributable to the voyages to Sudan during the last three fiscal years and the subsequent interim period to June 30, 2017 was $0.3 million (2016), $0.3 million (2015), $0.5 million (2014) and $0 (June 2017) respectively, accounting for approximately 0.1% (2016), 0.1% (2015), 0.1% (2014) and 0% (June 2017) respectively of the aggregate gross operating revenues earned by the Company. These gross operating revenue figures are determined by multiplying the daily time charter hire paid to the Company with respect to the relevant vessel, by the duration in days of the applicable voyage plus any profit share, as applicable.  The Company does not consider such amounts to be material, either quantitatively or qualitatively.

3

The Company has not had, and does not intend to have in the future, any agreements, commercial arrangements, or other contacts with the governments of, or entities controlled by the governments of Sudan, or Syria, and has not provided and does not intend to provide any goods or services, to the governments of, or entities controlled by the governments of, such countries. However, the Company is unable to verify if its charterers have any agreements, or intend to enter any agreements, with these governments or entities controlled by them.

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

As mentioned above, neither the Company nor its subsidiaries have entered into or have any future plans to enter into any contracts, agreements or other arrangements with the governments of Sudan, Syria or any entities controlled by the governments of these countries, including any entities organized in these countries, and as a result, the Company has not earned any revenues directly from these governments or entities controlled by these governments during the last three fiscal years or the subsequent interim period. In addition, the Company has not recorded any assets or liabilities directly from these governments or entities controlled by these governments in the same period.

The Company is engaged primarily in the ownership and chartering of vessels and offshore related assets, however, it does not control the routes or ports of call made by any of its vessels or the location of its drilling units' operation. The charterer directs, in the case of a vessel, such vessel's route, loading and discharge ports, the cargoes carried and in the case of a drilling unit, such unit's operation. The Company has no knowledge of the revenues, if any, earned by the charterer or what amounts, if any, the charterer paid to the Sudanese authorities during the period between April 1, 2014 and December 31, 2016 when the car carriers reportedly called at Sudanese ports.

Financial Statements

Note 11. Available-For-Sale Securities, page F-21

3. We note that in 2016 you have a significant unrealized loss related to your available for sale investments. Please explain to us, and revise to disclose the information you considered in determining that the impairment is not other than temporary, such as the nature of the investment, cause of impairment, number of investment positions in an unrealized loss position, and the severity and duration of the impairment. See guidance in ASC 320-10-50-6.

4

As shown in Note 11 to the Company's consolidated financial statements, the Company's investments are made up of corporate bonds with a total carrying value of $38.9 million (2015: $35.1 million) and shares with a carrying value of $79.6 million (2015: $164.5 million).

As also shown in Note 11, the net unrealized loss on available-for-sale securities included in other comprehensive income as at December 31, 2016, was $79.0 million (2015: net unrealized gain $14.4 million). $71.1 million of the unrealized loss relates to the Company's investment in shares and $7.9 million of the unrealized loss relates to our investments in corporate bonds.

$5.5 million of the corporate bond unrealized losses related to the Company's largest corporate bond investment which is in Golden Close Maritime Corp. Ltd. ("Golden Close"), a related party. At year end December 31, 2015, the investment was written down significantly to 55% of its face value. The price of the bond had decreased further at December 31, 2016 and the Company performed a detailed review and concluded that an "other-than-temporary" impairment had not occurred for the following reasons:

·

The Company was not considering selling the corporate bonds and had (and still has) the ability and willingness to hold onto the bonds until the price recovers. The Company considered whether it was more likely than not that it would be required to sell the security before the recovery to its amortized cost. The Company concluded that its cash and working capital requirements and its contractual and regulatory obligations did not indicate that the corporate bonds would be required to be sold before a forecasted recovery occurs.

·

The Company and a related party together owned approximately 53% of the bonds at December 31, 2016, effectively giving it (together with the related party) indirect control over the rig that secures the bonds. As such, in the event of a default, the bondholders could take ownership of the rig and sell it.  The minimum expected selling price for the rig securing the bonds as of December 31, 2016, was such that the Company's portion of that selling price was significantly higher than the Company's investment in the bonds and as such it concluded that the investment in the bonds was not be impaired.

All of the Company's unrealized losses on share investments at December 31, 2016, related to its investment in Frontline Ltd. ("Frontline"), a related party. At December 31, 2015, the Company had unrealised gains of $14.4 million in relation to this investment. The Company performed a detailed review at December 31, 2016, and concluded that an "other-than-temporary" impairment had not occurred for the following reasons:

·

Strength of the Investment:

o

Frontline is one of the leading companies in shipping and has proven its ability to be successful in both the high and low points of shipping cycles.

o

At the time of the assessment, Frontline's financial condition and the future market condition appeared to be strong and positive in the near term. In its third quarter 2016 press release, Frontline reported net income from continuing operations for the three months ended September 30, 2016 of $5.6 million and $99.0 million for the nine months ended September 30, 2016. Overall, Frontline reported a net income attributable to the company for the three months ended September 30, 2016 of $5.5 million and $98.7 million for the nine months ended September 30, 2016. In addition, Frontline had cash and cash equivalents of $124 million as at September 30, 2016.

5

o

Frontline has paid the Company $11.55 million in dividends over the year ended December 31, 2016, which was a 7.7% return on amortized cost. Furthermore, Frontline paid dividends every quarter throughout 2016 and Frontline's dividend for the fourth quarter (declared on February 28, 2017) of $0.15 per share was higher than its third quarter dividend of $0.10 per share (declared on November 29, 2016), indicating a stronger market.

·

Near Term Outlook:

o

As discussed above, shipping is cyclical in nature with earnings depending on charter rates which are correlated with the demand for oil.  The market was indicating an expectation of recovery in the near term with two of the larger and more respected industry analysts, Clarksons Research ("Clarksons")1 and Fearnleys Consultants ("Fearnleys")2 indicating a near term recovery (of well within three years), with Clarksons stating that they were expecting global oil demand to increase in 2017 and Fearnleys stating that they expect the next up-cycle in the [tanker] market to take place in 2018, and with "an earnings cycle that may last longer than the recent one". Morgan Stanley's shipping analysts were also expressing similar views3.

o

During the time of the assessment, Frontline was trying to merge with a peer company, DHT Holdings Inc. ("DHT"). Many analysts, such as Fearnleys Shipping Team and analysts at Pareto Securities and Wells Fargo Securities agreed that the consolidation would have a positive effect on Frontline and its share price.

·

Ability of the Stock to Recover in the Near Term:

o

Frontline's share price was at $7.11 per share at December 31, 2016 compared with an amortized cost of $13.64 per share and was below amortized cost for a majority of the time during the year ended December 31, 2016. However, the volatility of Frontline's share price historically is very high at 73.36% and 74.90% for the three and five years, respectively, to December 31, 2016. Also, during the twelve-month period from January 1, 2016 to December 31, 2016, the maximum share price was $14.65 per share and the minimum was $6.85 per share and in the prior year period from January 1, 2015 to December 31, 2015, the maximum share price was $23.15 per share and the minimum was $11.10 per share. Therefore, the decline in share price was not considered to have occurred for a long period of time and given this volatility, the Company assessed that an upward turn and full recovery would

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K Street, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

October 10, 2017

VIA EDGAR

Ms. Beverly A. Singleton

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C.  20549

Re:

Ship Finance International Limited

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

Filed April 13, 2017

File No. 001-32199

Dear Ms. Singleton:

This confirms that, at our request, you have set the Company's new response date to your letter dated September 12, 2017 at October 20, 2017.

Thank you for your kind cooperation.

Very truly yours,

SEWARD & KISSEL, LLP

By:/s/ Gary J. Wolfe

       Gary J. Wolfe, Esq.

cc:     Ms. Melissa Raminpour

           Ms. Claire L. Erlanger

CORRESP
1
filename1.htm

September 14, 2017

VIA EDGAR

Ms. Beverly A. Singleton

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C.  20549

          Re:Ship Finance International Limited

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

Filed April 13, 2017

File No. 001-32199

Dear Ms. Singleton:

This confirms that, at our request, you have set the Company's new response date to your letter dated September 12, 2017 at October 12, 2017.

Thank you for your kind cooperation.

Very truly yours,

SEWARD & KISSEL, LLP

By:/s/ Gary J. Wolfe

       Gary J. Wolfe, Esq.

cc:     Ms. Melissa Raminpour

           Ms. Claire L. Erlanger

Mail Stop 3561

September 12, 2017

Harald Gurvin
Chief Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the Fiscal Year Ended December 31, 2016
  Filed April 13, 2017
  File No. 001-32199

Dear  Mr. Gurvin :

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 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 tell us why in your response.

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

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

Risk Factors

Our vessels may  call on ports located in countries that are subject to restrictions imposed by the
U.S. or other governments, which could adversely affect our reputation and the market for our
common shares, page 6

1. You state that from time to time on charterers’ instruction, your vessels may call and
have called on ports located in Sudan and Syria, countries which are designated as state
sponsors of terrorism by the U.S. Department of State and are subject to U.S. ec onomic
sanctions and export controls.   You do not include disclosure about contacts with Sudan
or Syria.   Please describe to us the nature and extent of any past, current and anticipated
contacts with Sudan and Syria, whether through subsidiaries, chartere rs, or other direct or
indirect arrangements since your letter to us dated June 24, 2014.   You should describe

Harald Gurvin
Ship Finance International Limited
September 12, 2017
Page 2

 any goods, services or fees you have provided into Sudan and Syria, directly or
indirectly, and any agreements, arrangements or other contacts yo u have had with the
governments of Sudan and Syria or entities they control.

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

Financial Statements

Note 11.  Available -For-Sale Securities, page F -21

3. We note that in 2016 you have a significant unrealized loss related to your available for
sale investments.  Please explain to us, and revise to disclose the information you
considered in determining that the impairment is not other than temporary, such as  the
nature of the investment, cause of impairment, number of investment positions in an
unrealized loss position, and the severity and duration of the impairment.  See guidance
in ASC 320 -10-50-6.

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

You may contact Beverly A. Singleton at (202) 551 -3328 or Claire L. Erlanger at (202)
551-3301 if you have que stions regarding comments on the financial  statements and related
matters.  Please contact me at (202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

July 22, 2014

Via E -mail
Harald Gurvin
Principal  Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
Form 20-F
Filed March 28, 2014
File No. 001-32199

Dear Mr. Gurvin :

We have comple ted 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  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

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June 24, 2014

Susan Block

Division of Corporation Finance

Securities and Exchange Commission

Washington D.C. 20549

Re:

Ship Finance International Limited

Form 20-F: For the year ended December 31, 2013

Filed March 28, 2014

File No. 001-32199

Dear Ms. Block:

On behalf of Ship Finance International Limited, (the “Company”), we submit this response to your letter dated May 28, 2014, in which the staff (the "Staff") of the Securities and Exchange Commission (the “Commission”) provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2013.  The Company's responses, together with the Staff's comments, are set forth below.

Risk Factors, page 2

Our vessels may call on ports located in countries that are subject to restrictions, page 7

1.

In your letter dated August 15, 2011, you told us that your vessels had made port calls to Iran and Sudan.  In addition, you state on page 7 that “[f]rom time to time on charterers’ instructions, our vessels may call on ports located in countries subject to sanctions and embargoes imposed by the United States government and countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria…”  Please describe to us the nature and extent of any past, current, and anticipated contacts with Cuba, Sudan, and/or Syria, whether through subsidiaries, affiliates, charterers, or other direct or indirect arrangements, since the referenced letter.  Include information regarding any goods, services, or fees you have provided to Cuba, Sudan, and Syria, and any agreements, commercial arrangements or other contacts you have had with the governments of those countries or entities they control.

The Company currently employs its fleet of 22 oil tankers, 12 drybulk carriers, 18 container vessels, two car carriers, two jack-up drilling rigs, three ultra-deepwater drilling units,  six offshore supply vessels and two chemical tankers, as follows:

·

20 tanker vessels under time charter contracts to Frontline Ltd. (NYSE: FRO) or its affiliates (the "Frontline Charterers"), which in turn charter the Company’s vessels to third parties and two tanker vessels employed in the spot market;

·

Four drybulk carriers under time charters to United Freight Carriers (“UFC”) and the remaining eight drybulk carriers under time charters to unrelated third parties;

·

Eleven container vessels under bareboat charters to unrelated third parties and the remaining seven container vessels under time charters to unrelated third parties;

·

Two car carriers under time charters to an unrelated third party;

·

Three ultra-deepwater drilling units under bareboat charters to Seadrill Limited (NYSE: SDRL) or its affiliates, one jack-up drilling unit under bareboat charter to North Atlantic Drilling Ltd. (NYSE: NADL) or its affiliates and the remaining jack-up drilling unit under a bareboat charter to an unrelated third party;

·

Five offshore supply vessels under bareboat charters to Deep Sea Supply BTG B.V., which is a joint venture owned 50% by Deep Sea Supply Plc, a related party and 50% by BTG Pactual, and the remaining offshore supply vessel under bareboat charter to Deep Sea Supply Plc; and

·

two chemical tankers under bareboat charters to an unrelated third party.

Under the terms of these time charters, spot market trading and bareboat charters, and consistent with shipping industry practice, the charterer of each vessel or drilling unit pays the Company a daily charter rate and the charterer directs, in the case of a vessel, such vessel’s route, loading and discharge ports, the cargoes carried and in the case of a drilling unit, such unit's operation.

While the Company does not control the routes or ports of call made by any of its vessels or the location of its drilling unit's operation, all of the Company's time charter contracts for its drybulk carriers, car carriers and bareboat charters for its chemical tankers contain trading restrictions obligating the charterer to comply with any sanctions or regulations imposed by the United States and the United Nations.  In addition, the Company's time charter contracts for its container vessels contain trading restrictions obligating the charterer to comply with any sanctions or regulations imposed by the United States and/or the United Nations, including restrictions applicable to, among other countries, Cuba, Sudan and Syria.

The Company has been informed by its charterers that (i) one of its oil tankers made port calls to Sudan during the period between August 15, 2011 and December 31, 2011 (ii) three of its oil tankers made port calls to Sudan during the year ended December 31, 2011 and (iii) none of its oil tankers made port calls to Cuba or Syria during the year ended December 31, 2011.

Year ended

2011

Port calls to Sudan

7

Total port calls for all oil tankers

912

Percentage of total port calls

1%

(iv) none of its oil tankers made port calls to Cuba, Sudan and/or Syria during the years ended December 31, 2012, 2013 or three months ended March 31, 2014.

In relation to the Company's other vessels and drilling units, to the Company's knowledge, none of such vessels or drilling units have called on any ports or operated offshore, as applicable, in Cuba, Sudan, or Syria during the during the years ended December 31, 2011, 2012, 2013 or three months ended March 31, 2014.

The gross operating revenue derived by the Company attributable to the voyages to Sudan during the last three fiscal years and the subsequent interim period to March 31, 2014 was $0.6 million (2011), $nil (2012), $nil (2013) and $nil for the interim period to March 31, 2014, respectively, accounting for approximately 0.1% of the aggregate gross operating revenues earned by the Company in 2011. These gross operating revenue figures are determined by multiplying the daily time charter hire paid to the Company with respect to the relevant vessel, by the duration in days of the applicable voyage plus any profit share, as applicable.  The Company does not consider such amounts to be material, either quantitatively or qualitatively.

The Company has not had, and does not intend to have in the future, any agreements, commercial arrangements, or other contacts with the governments of, or entities controlled by the governments of, Cuba, Sudan, or Syria, and has not provided and does not intend to provide any goods or services, to the governments of, or entities controlled by the governments of, such countries. However, the Company is unable to verify if its charterers have any agreements, or intend to enter any agreements, with these governments or entities controlled by these governments as this information is not available to it.

2.

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

As mentioned above, neither the Company nor its subsidiaries have entered into or have any future plans to enter into any contracts, agreements or other arrangements with the governments of Cuba, Sudan, Syria or any entities controlled by the governments of these countries, including any entities organized in these countries, and as a result, the Company has not earned any revenues directly from these governments or entities controlled by these governments during the last three fiscal years or the subsequent interim period. In addition, the Company has not recorded any assets or liabilities directly from these governments or entities controlled by these governments in the same period.

The Company is engaged primarily in the ownership and chartering of vessels and offshore related assets, however, it does not control the routes or ports of call made by any of its vessels or the location of its drilling unit's operation. The charterer directs, in the case of a vessel, such vessel’s route, loading and discharge ports, the cargoes carried and in the case of a drilling unit, such unit's operation. The Company has no knowledge of the revenues, if any, earned by the charterer or what amounts, if any, the charterer paid to the Sudanese authorities in 2011 when three tanker vessels reportedly called at Sudanese ports.

Exhibits, page 89

3.

We note the numerous loan and revolving credit facilities listed on pages 56 and 57, but do not see these agreements listed in the exhibits.  Please confirm to us that you will file all material credit agreements as exhibits to your next Exchange Act report, or that you have already filed all material credit agreements as exhibits to Exchange Act reports.  In addition please confirm to us that you will file or incorporate by reference all material credit agreements as exhibits to your next Form 20-F.

The Company believes that it has filed all credit agreements it considers material as exhibits to its Exchange Act reports.  In response to the Staff’s comment, the Company intends to file or incorporate by reference all material credit agreements not entered into in the ordinary course of its business as exhibits to its next Form 20-F.  In this connection, however, the Company believes that many of its credit agreements are of the type that ordinarily accompany the business of owning and chartering out ships in which the Company is engaged, and therefore are subject to the limitation set forth in Form 20-F, 4(b) of the Instructions as to Exhibits.

____________________

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

____________________

Susan Block

Division of Corporate Finance

Securities and Exchange Commission

Harald Gurvin

Chief Financial Officer

Ship Finance Management AS

Very truly yours,

SEWARD & KISSEL LLP

By:  /s/ Gary J. Wolfe

        Gary J. Wolfe

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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

June 5, 2014

VIA EDGAR

Susan Block

Attorney-Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Re:

Ship Finance International Limited

Form 20-F

Filed March 28, 2014

File No. 001-32199

Dear Mrs. Block:

We refer to your letter dated May 28, 2014, which provided the comments of the Staff of the Securities and Exchange Commission to the annual report on Form 20-F, filed on March 28, 2014, of Ship Finance International Limited (the “Company”) for the fiscal year ended December 31, 2013.  As discussed with Mr. John Dana Brown of the Staff, the Company will respond to your letter by June 24, 2014.

Thank you for your kind consideration.  If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Very truly yours,

SEWARD & KISSEL, LLP

By:/s/ Gary J. Wolfe

      Gary J. Wolfe, Esq.

May, 28 2014

Via E -mail
Harald Gurvin
Principal  Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance  International Limited
Form 20-F
Filed March 28, 2014
File No. 001-32199

Dear Mr. Gurvin :

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 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 comments apply t o 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 additional comment s.

Risk Factors, page 2

Our vessels may call on ports located in countries that are s ubject to restrictions, page 7

1. In your letter dated August 15, 2011, you told us that your vessels had made port calls to
Iran and Sudan.   In addition, you state on page 7 that “[f]rom time to time on charterers’
instructions, our vessels may call on ports located in countries subject to sanctions and
embargoes imposed by the United States government and countries identified by the U.S.
government as stat e sponsors of terrorism, such as Cuba, Iran, Sudan and
Syria…”   Please describe to us the nature and extent of any past, current, and anticipated
contacts with Cuba, Sudan, and/or Syria, whether through subsidiaries, affiliates,
charterers, or other direct  or indirect arrangements, since the referenced letter.   Include
information regarding any goods, services, or fees you have provided to Cuba, Sudan,

Harald Gurvin
Ship Finance International Limited
May 28, 2014
Page 2

 and Syria, and any agreements, commercial arrangements or other contacts you have had
with the governments  of those countries or entities they control.

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

Exhibits, page 89

3. We note the numerous loan and revolving credit facilities listed on pages 56 and 57, but
do not see these agreements listed in the exhibits.  Please confirm to us that you will file
all material credit agreements as exhibits to your next Exchange Act report, or that you
have already filed all material credit agreements as exhibits to Exchange Act reports.  In
addition please confirm to us that you will file or incorporate by reference all material
credit agreements as exhibits to your next  Form 20 -F.

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

 In responding to our comments, please provide a written statemen t 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.

Please contact John Dana Brown  at (202) 551 -3859  or me at (202) 551 -3210  with any
questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney -Advisor

August 1, 2012

Mr. Harald Gurvin, Chief Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the year ended December 31, 2011
Filed April 27, 2012
File No. 001 -32199

Dear Mr. Gurvin :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect 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 la ws 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

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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

July 19, 2012

BY EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Attention:   Mr. David R. Humphrey

Re:

Ship Finance International Limited

Form 20-F: For the year ended December 31, 2011

Filed April 27, 2012

File No. 001-32199

Dear Mr. Humphrey:

On behalf of Ship Finance International Limited (the "Company"), we submit this response to your letter dated July 5, 2012, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided 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.

Item  5. Operating and Financial Review and Prospects, page 47

Vessel Market Values, page 53

1.

In the table on page 54, you separate your fleet into four categories. However, on page 47, you present a summary of your fleet with seven vessel types and, on page 28, you state that your asset base currently has eight asset types. Please revise, as appropriate, to consistently present information about your fleet.

The Company notes Staff's comments and advises the Staff that in future filings a consistent presentation of information will be made in line with the Company's business strategy with disclosure across eight asset types and four market sectors. This will include changes to the presentation of the table on page 47 to ensure consistency across the annual report and an explanation on page 54 that the assets are grouped according to relevant market sectors.

1

The Company has eight asset types which operate in four principal markets: (1) the tanker market; (2) the drybulk shipping market; (3) the containership market and (4) the offshore market. A market overview is presented on pages 57-59 for each of these market sectors to give the reader an understanding of economic factors driving charter rates and vessel market values.

The information presented in the table on page 47 (seven vessel types) combines the OBO carriers with drybulk carriers due to the fact that the OBO carriers are currently configured to carry drybulk cargo as noted on page 24. The discussion on page 54 concerns vessel market values which are impacted by market dynamics. Therefore, the table on page 54 is presented at summary level in the context of the market in which the vessels operate and consequently combines the oil tankers with the chemical tankers, the drybulk carriers with the OBO carriers, and the offshore supply vessels with the ultra deepwater drilling units and the jack-up drilling rig. The Company will modify the table on page 47 in future filings to consistently present eight asset types as noted on page 28 and add an explanation on page 54 that the vessels are grouped by the markets within which they operate.

2.

The table on page 54 totals $4,547 million but you only have $2,896 million of total assets at December 31, 2011. Please reconcile the aggregate carrying value of your fleet shown in the table on page 54 to the corresponding amounts in your financial statements.

The Company can reconcile the aggregate carrying value of its fleet as presented in the table on page 54 to the corresponding amounts in the financial statements as follows:

(in millions of $)

Carrying value at December 31, 2011

4,547

Less: carrying value of assets owned by wholly-owned subsidiaries accounted for under the equity method:

-SFL West Polaris Limited – West Polaris offshore drill unit

(611
)

-SFL Deepwater Limited – West Taurus and West Hercules offshore drill units

(1,240
)

Less: costs to completion of newbuildings included within the carrying value

(275
)

Less: unamortized deferred equity contribution included within investment in direct financing and sales-type leases

(164
)

Less: unamortized gains included within investment in direct financing and sales-type leases

(16
)

Aggregate balance of net vessels and equipment, newbuildings, and current and long-term portion of investment in direct financing and sales-type leases

2,241

Aggregate balance of other assets reported on the balance sheet

655

Total assets

2,896

2

Liquidity and capital resources

3.

We note that you list a number of loan agreements on page 65, and that you describe each of these loan agreements in detail on pages 67-71. In this regard, we believe your disclosure could be enhanced by first providing an overall summary of your borrowings. In this overall summary, we suggest you present separately the aggregate amounts of (i) loan facilities secured with mortgages on vessels and rigs including newbuildings, (ii) loan facilities secured with a portion of your 8.5% Senior Notes which are held as treasury notes, (iii) loan facilities secured by holdings of securities (other than your 8.5% Senior Notes), and (iv) unsecured borrowings. In addition to the amounts outstanding, please indicate the amounts undrawn and/or available for borrowing at the most recent balance sheet date.

The Company acknowledges Staff's suggestions and will in future filings, provide an overall summary of its borrowings, which will include the disclosures presented in the table below.

As of December 31, 2011

(in millions of $)

Utilized

Available

Loan facilities secured with mortgages on vessels and rigs

including new buildings

1,366.7

-

Loan facilities secured against 8.5% Senior Notes held as treasury notes

70.0

-

Loan facilities secured against investment in securities

-

11.7

Unsecured borrowings:

-8.5% Senior Notes due 2013

274.2

-

-NOK500 million senior unsecured bonds due 2014

74.6

-

-3.75% senior unsecured convertible bonds due 2016

125.0

-

1,910.5

11.7

As of December 31, 2011, $11.7 million of the $55.0 million secured securities facility was available for borrowing based on 50% of the market value of the Company's investment in marketable securities.

4.

Based on the amounts shown on your 2011 balance sheet for net vessels and equipment, newbuildings, and the current and long-term portion of investment in direct financing and sales-type leases, which amounts total $2,241 million, it appears (since this same amount is shown in Note 23 to your financial statements) that all of your vessels and rigs are pledged under mortgages. If all your vessels and rigs are pledged, please add specific disclosure to this effect in MD&A. Also, discuss how you were able to obtain additional financing (on an unsecured basis) even though all of your vessels are encumbered.

The Company notes Staff's comment and confirms that all of the Company's vessels and rigs are pledged under mortgages and that for future filings this specific disclosure will be added in MD&A.

3

The Company and its equity-accounted subsidiaries fund their acquisition of new vessels and rigs through a combination of equity and long-term debt. Providers of such long-term loan facilities usually require that the loans be secured by mortgages against the assets being acquired.

As of December 31, 2011, the Company had total outstanding indebtedness of $3.3 billion under its various credit facilities, including those of its equity-accounted subsidiaries. All of the Company's vessels and rigs including those of its equity-accounted subsidiaries have been pledged under mortgages in respect of this outstanding indebtedness.

The Company also has in place unsecured borrowings in the form of 8.5% Senior Notes due 2013, NOK500 million senior unsecured bonds due 2014 and 3.75% senior unsecured convertible bonds due 2016. In line with other companies, unsecured financing is available to the Company. Providers of unsecured financing will look at a company's assets, cash flow, net income or other factors in the context of its overall secured financing level, which affects the terms on which unsecured financing can be achieved. In general, such unsecured financing is a more expensive form of borrowing compared to borrowing with collateral, but it has been available.

Borrowings, page 67

5.

At the top of page 71, you describe a $55 million secured securities financing arrangement with a bank. In addition, we note from your financial statements that you acquired over $23 million of available for sale securities during 2011, and that you hold a long–term investment in shares which are not publicly traded. Please expand your disclosures in MD&A to discuss your investment policy and management's intentions with respect to the use of borrowings to invest in securities.

The Company notes Staff's comments and advises Staff that it will include in the MD&A for future filings, a discussion of its investment policy and management's intentions with respect to the use of borrowings to invest in securities.

Subject to the approval of the Board of Directors on a case by case basis, the Company may deploy some of its surplus funds to acquire equity or debt interests in other companies with a view to generating competitive returns.

The Company may invest in such marketable securities using its surplus funds or a combination of its surplus funds and credit facility arranged specifically for such investments. The treasury function manages the Company's debt and has a responsibility for procuring borrowing facilities for short term needs and also for long term needs, on a cost effective basis as and when required to support the Company's strategy. The $55 million secured securities financing agreement is an example of the potential to use borrowings to invest in securities to earn a commercial return, although the facility has not been utilized as at December 31, 2011. The facility may only be used to fund up to 50% of the acquisition cost of debt securities and comes with a covenant that requires a minimum value of securities to be held as collateral. The facility bears interest at LIBOR plus a margin and is secured against the relevant securities. The Company's investment policy supports the business strategy outlined in pages 28-29.

4

6.

In your description of the $700 million loan facility entered into by SFL West Polaris with a syndicate of banks, you state that such lenders have limited recourse to Ship Finance as the holding company currently only guarantees $70 million of the debt. However, on page F-18, in Note 15 to your financial statements, you state that $80 million of this debt is guaranteed at December 31, 2011. Please reconcile these disclosures.

Under the terms of the $700 million loan facility, lenders have limited recourse to Ship Finance under a reducing guarantee. The amount of the guarantee decreases as the outstanding loan amount falls as follows:

'The Guarantor's maximum liability under this Guarantee is limited to:

(a)

USD 100,000,000 as long as the Loan is equal to or exceeding USD 620,000,000;

(b)

USD 90,000,000 as long as the Loan is less than USD 620,000,000 but equal to or exceeding USD 540,000,000;

(c)

USD 80,000,000 as long as the Loan is less than USD 540,000,000 but equal to or exceeding USD 450,000,000; and

(d)

USD 70,000,000 as long as the Loan is less than USD 450,000,000.'

At December 31, 2011, the amount outstanding under this facility was $470 million. In Note 15 on page F-18, the Company has disclosed $80 million of the debt is guaranteed under this facility in line with the facility document. At the time of filing the 20-F, the amount outstanding under this facility was less than $450 million. Accordingly, the MD&A which reports the current position as at the filing date, reflects a reduced guarantee figure of $70 million in line with the facilities agreement. The Company will in future filings, expand its description of this guarantee in the MD&A to include a reconciliation of any differences arising from measurement at different dates.

Minimum Value Covenants

7.

You state that most of your loan facilities are secured with mortgages on vessels and rigs, and that you had borrowings totaling $2.4 billion with minimum value covenants. However, according to the table on page F-21, you only had $1.9 billion of total debt at December 31, 2011. Please reconcile these disclosures.

5

As noted, certain loan facilities require a minimum value covenant which requires the Company to maintain a minimum ratio between market value of pledged assets and loan outstanding. The Company's reconciliation between the $2.4 billion of borrowings with minimum value covenants and $1.9 billion of total debt at December 31, 2011 is as follows:

(in billions of $)

As of

December 31, 2011

Borrowings with minimum (vessel and rig) value covenants

2.4

Less: Borrowings of wholly-owned subsidiaries accounted for under the equity method

-SFL West Polaris Limited – West Polaris offshore drill unit

(0.5
)

-SFL Deepwater Limited – West Taurus and West Hercules offshore

drill units

(0.9
)

Add: Borrowings with no minimum (vessel or rig) value covenants

0.9

Total borrowings

1.9

The Company will in future filings, modify its description of the minimum value covenants in the MD&A to state the amount of any borrowings of its equity-accounted subsidiaries that are included.

8.

We note that you include financial statements of SFL Deepwater pursuant to Rule 3-09 of Regulation S-X. In light of the overall significance of SFL West Polaris to your business, and the fact that you guarantee $80 million of its debt at December 31, 2011, please tell us what consideration you gave to including the financial statements of SFL West Polaris in your filing. See Rule 3-13 of Regulation S-X.

In consideration of the disclosure requirements of Rule 3-09, the Company performed the Rule 1-02(w) significance test substituting 20% for 10%. The Company determined that the SFL West Polaris did not satisfy that significance test requiring the inclusion of separate financial statements. A summary of the SFL West Polaris 2011 significance test calculation is provided below:

(a) Investment test

(in thousands of $)

As of

December 31, 2011

Investment and advances to SFL West Polaris

145,000

Group consolidated total assets

2,896,128

Investment in and advances to SFL West Polaris  as a % of Group consolidated total assets

5
%

6

(b) Income test

(in thousands of $)

For the year ended December 31, 2011

Net income before tax of SFL West Polaris

12,806

Group consolidated income before taxes 1

167,761

Equity in net income before taxes of investees as a % of Group net income before taxes

8
%

(1) Represents the average of the income for the last five fiscal years as the reduction in income in 2011 compared with 2010 is more than 10%.

The "asset test" in Rule 1-02(w) has been excluded in accordance with guidance in the SEC's Division of Corporation Finance Financial Reporting Manual section 2410.1.

The Company considered the filing of the SFL West Polaris financial statements under the significance test rules noted above. The Company notes the Staff's reference to Rule 3-13 of Regulation S-X and the possibility of informal written notice requiring the filing of the SFL West Polaris financial statements. The Company's view is that the disclosures in Note 15 wherein summarized financial statements of West Polaris for the current and preceding fiscal years are presented provides an accurate description of the operations, assets, liabilities and performance of the entity. The significant items on SFL West Polaris' financial statements are its drillship, loan facility and leasing arrangement with Seadrill Polaris Ltd. These items are discussed in sufficient detail under note 15, including the Company's guarantee of up to $80 million of SFL West Polaris' debt as of December 3

July 5, 2012

Mr. Harald Gurvin, Chief Financial Officer
Ship Finance International Limited
Par-la-Ville Place
14 Par -la-Ville Road
Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the year ended December 31, 2011
Filed April 27, 2012
File No. 001 -32199

Dear Mr. Gurvin :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with info rmation 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 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 filing and the information you provide in
response to these comments, we may have  additional comments.

Form 20 -F for the year ended December 31, 2011

Item 5. Operating and Financial Review and Prospects, page 47

Vessel M arket Values, page 53

1. In the table on page 54, you separate your fleet into four categories.  However, on page
47, you present a summary of your fleet with seven vessel types and, on page 28, you
state that your asset base currently has eight asset types.  Please revise, as appropriate, to
consistently present information about yo ur fleet.

2. The table on page 54 totals $4,547 million but you only have $2,896 million of total
assets at December 31, 2011.  Please reconcile the aggregate carrying value of your fleet
shown in the table on page 54 to the corresponding amounts in your fin ancial statements.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 2

Liquidity and Capital Resources, page 65

3. We note that you list a number of loan agreements on page 65, and that you describe each
of these loan agreements in detail on pages 67 -71. In this regard, we believe your
disclosure could be e nhanced by first providing an overall summary of your borrowings.
In this overall summary, we suggest you present separately the aggregate amounts of (i)
loan facilities secured with mortgages on vessels and rigs, including newbuildings, (ii)
loan facilit ies secured with a portion of y our 8.5% Senior Notes which are  held as
treasury notes, (iii) loa n facilities secured by your  holdings of securities (other than you r
8.5% Senior Notes), and (iv) unsecured borrowings.  In addition to the amounts
outstanding,  please indicate the amounts undrawn and/or available for borrowing at the
most recent balance sheet date.

4. Based on the amounts shown on your 2011 balance sheet for net vessels and equipment,
newbuildings, and the current and long -term portion of investme nt in direct financing and
sales -type leases, which amounts total $2,241 million, it appears (since this same amount
is shown in Note 23 to your financial statements) that all of your vessels and rigs are
pledged under mortgages.  If all of your vessels an d rigs are pledged, please add specific
disclosure to this effect in MD&A.  Also, discuss how you were able to obtain additional
financing (on an unsecured basis) even though all of your vessels are encumbered.

Borrowings, page 67

5. At the top of page 71, y ou describe a $55 million secured securities financing
arrangement with a bank.  In addition, we note from your financial statements that you
acquired over $23 million of available for sale securities during 2011, and that you hold a
long-term investment i n shares which are not publicly traded.  Please expand your
disclosures in MD&A to discuss your investment policy and management’s intentions
with respect to the use of borrowings to invest in securities.

6. In your description of the $700 million loan facil ity entered into by SFL West Polaris
with a syndicate of banks, you state that such lenders have limited recourse to Ship
Finance as the holding company currently only guarantees $70 million of the debt.
However, on page F -18, in Note 15 to your financial  statements, you state that $80
million of this debt is guaranteed at December 31, 2011.  Please reconcile these
disclosures.

Minimum Value Covenants, page 71

7. You state that most of your loan facilities are secured with mortgages on vessels and rigs,
and that you had borrowings totaling $2.4 billion with minimum value covenants.
However, according to the table on page F -21, you only had $1.9 billion of total debt at
December 31, 2011.  Please reconcile these disclosures.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 3

Item 18. Financial Statements , page 102

8. We note that you include financial statements of SFL Deepwater pursuant to Rule 3 -09 of
Regulation S -X.  In light of the overall significance of SFL West Polaris to your business,
and the fact that you guarantee $80 million of its debt at Decemb er 31, 2011, please tell
us what consideration you gave to including the financial statements of SFL West Polaris
in your filing.  See Rule 3 -13 of Regulation S -X.

Notes to the Consolidated Financial Statements

Note 2. Accounting Policies, page F -8

9. Please  consider expanding the disclosure with respect to your accounting policies to
include a description of your policy when amendments are made to charter agreements,
such as the December 30, 2011 amendments to your agreements with Frontline disclosed
in Note  21.

Note 23. Commitments and Contingent Liabilities, page F -32

10. We note the disclosure of your guarantees with respect to Seadrill and SFL Corte Real
Limited.  However, according to Note 15, you also have guarantees relating to the loan
facilities of SFL West Polaris and SFL Deepwater.  Please include disclosure of these
contingent liabilities in Note 23.  In this regard, please note that ongoing disclosure of
material contingencies in required on an interim basis pursuant to Rule 10 -01(a)(5) of
Regulation  S-X.

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 th e company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In 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.

Mr. Harald Gurvin
Ship Finance International Limited
July 5, 2012
Page 4

You may contact Kristin Shifflett at 202 -551-3381  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

September 13, 2011
 Mr. Eirik Eide Chief Financial Officer Ship Finance International Limited Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08, Bermuda
Re: Ship Finance International Limited
 Form 20-F for the Year Ended December 31, 2010
Filed March 25, 2011 File No. 001-32199

Dear Mr. Eide:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling 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
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    d1225046_corresp.htm

September 7, 2011

Mr. David R. Humphrey

Division of Corporation Finance

Securities and Exchange Commission

Washington D.C. 20549

Re:

Ship Finance International Limited

Form 20-F: For the year ended December 31, 2010

Filed March 25, 2011

File No. 001-32199

Dear Mr. Humphrey:

By letter dated June 30, 2011, the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments to the Annual Report on Form 20-F of Ship Finance International Limited (the "Company") for the fiscal year ended December 31, 2010.  By letter dated August 15, 2011, the Company responded to those comments.  By letter dated August 31, 2011, the Staff provided one additional comment.  We set forth the Staff's additional comment, together with the Company's response, below.

"Our vessels may call on ports located in countries that are subject to restrictions..,"page 7

1.

Please refer to comment 2 in our letter dated June 30, 2011. Describe to us the types of cargoes that your vessels have carried into each of Iran and Sudan since 2008, and the nature of the operations of your drilling unit offshore Sudan in 2010.

None of the Company's vessels has carried cargoes into either Iran or Sudan in the periods mentioned.  All port calls referred to in the Company's response to the Staff's letter dated June 30, 2011, relate to the loading of crude oil.

The drilling unit that operated offshore of Sudan in the first nine months of 2010, was the jack-up rig West Prospero, on a bareboat charter to Seadrill Limited.  This unit was employed by Seadrill Limited, on behalf of a customer, for the purpose of drilling oil exploration wells in the Red Sea.  The unit was sold to Seadrill Limited, pursuant to a purchase option, in June 2011. To the Company's knowledge, none of the Company's drilling units have operated offshore of Sudan since that time.

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223, Ted Horton at (212) 574-1265 or Keith Billotti at (212) 574-1274.

Very truly yours,

SEWARD & KISSEL, LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe, Esq.

Sonia Bednarowski, Esq.

Special Counsel

Division of Corporate Finance

Securities and Exchange Commission

Amy Geddes

Division of Corporate Finance

Securities and Exchange Commission

Eirik Eide

Chief Financial Officer

Ship Finance Management AS

2

SHIP FINANCE INTERNATIONAL LIMITED

Par-la-Ville Place, 14 Par-la-Ville Road

Hamilton, HM 08, Bermuda

Mr. David R. Humphrey

Division of Corporation Finance

Securities and Exchange Commission

Washington D.C. 20549

September 7, 2011

The undersigned hereby acknowledges that:

·

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

·

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

·

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

For and on behalf of Ship Finance International Limited

/s/ Eirik Eide

Eirik Eide

(Chief Financial Officer, Ship Finance Management AS)

SK 23153 0001 1225046

August 31, 2011
 Mr. Eirik Eide Chief Financial Officer Ship Finance International Limited Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re: Ship Finance International Limited
 Form 20-F for the Year Ended December 31, 2010
Filed March 25, 2011 File No. 001-32199

Dear Mr. Eide:
 We have reviewed your response dated August 15, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Year Ended December 31, 2010

 “Our vessels may call on ports lo cated in countries that are subj ect to restrictions…,” page 7

1. Please refer to comment 2 in our letter date d June 30, 2011.  Describe to us the types of
cargoes that your vessels have  carried into each of Ira n and Sudan since 2008, and the
nature of the operations of your drilling unit offshore Sudan in 2010.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Eirik Eide Ship Finance International Limited August 31, 2011 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Amy Gedde s at 202-551-3304 or me at 202-551-3211 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Sonia Bednarowski at 202-551-3666 if you have questions on legal matters.

 Sincerely,
   /s/ David R. Humphrey
David R. Humphrey
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    d1211087_corresp.htm

                                                                                  August 15, 2011

Mr. David R. Humphrey

Division of Corporation Finance

Securities and Exchange Commission

Washington D.C. 20549

Re:

Ship Finance International Limited

Form 20-F: For the year ended December 31, 2010

Filed March 25, 2011

File No. 001-32199

Dear Mr. Humphrey:

On behalf of Ship Finance International Limited, (the "Company"), we submit this response to your letter dated June 30, 2011, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2010.  The Company's responses, together with the Staff's comments, are set forth below.

Risk Factors, page 2

1.

Please confirm that in future filings you will revise to remove the words "some of" as this section should address all material risks.

The Company confirms that it will delete the words "some of" in future filings in response to this comment.

Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our business, page 7

2.

You state that your vessels may call on ports located in countries identified by the U.S. government as state sponsors of terrorism. Please 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 annual report does not include disclosure regarding contacts with those 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, for the last three fiscal years and the subsequent interim period. 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. Finally, you should tell us whether any ships that you own, operate, or charter have provided, or are anticipated to provide, any U.S.-origin goods to the referenced countries, or involve employees who are U.S. nationals in operations associated with those countries.

The Company hereby undertakes that in future filings it will identify the relevant countries, to the extent such information may be reasonably obtained by the Company from its charterers, in its risk factor relating to its vessels calling on ports located in countries that are subject to restrictions imposed by the United States.

The Company currently employs its fleet of 28 oil tankers, six OBOs currently configured to carry drybulk cargo, three drybulk carriers, 11 container vessels, one jack-up drilling rigs, three ultra-deepwater drilling units, six offshore supply vessels and two chemical tankers, as follows:

●

26 tanker vessels and six oil/bulk/ore carriers ("OBOs") under time charter contracts to Frontline Ltd. (NYSE: FRO) or its affiliates (the "Frontline Charterers"), which in turn charter the Company's vessels to third parties and two tanker vessels under bareboat charters to unrelated third parties;

●

three drybulk carriers (excluding its OBOs) under time charters to unrelated third parties;

●

five container vessels under bareboat charters to Horizon Lines Inc. (NYSE: HRZ), an unrelated third party, and the remaining six container vessels, four under time charters and two under bareboat charters to unrelated third parties;

●

three ultra-deepwater drilling units under bareboat charters to Seadrill Limited (NYSE: SDRL) or its affiliates and the remaining jack-up drilling unit under a bareboat charter to an unrelated third party;

●

six offshore supply vessels under bareboat charters to Deep Sea Supply Plc, a related party; and

●

two chemical tankers under bareboat charters to unrelated third parties.

Under the terms of these time charters and bareboat charters, and consistent with shipping industry practice, the charterer of each vessel or drilling unit pays the Company a daily charter rate and the charterer directs, in the case of a vessel, such vessel's route, loading and discharge ports, the cargoes carried and in the case of a drilling unit, such unit's operation.

While the Company does not control the routes or ports of call made by any of its vessels or the location of its drilling unit's operation, all of the Company's time charter contracts for its drybulk carriers and bareboat charters for its chemical tankers contain trading restrictions intended to obligate the charterer to comply with any sanctions or regulations imposed by the United States and the United Nations.  In addition, the Company's time charter contracts for its container vessels contain trading restrictions intended to obligate the charterer to comply with any sanctions or regulations imposed by the United Nations, including restrictions applicable to, among other countries, Cuba, Iran and Sudan.

The Company has been informed by its charterers of the following port calls for its oil tankers and OBOs:

Year ended

Q1 2011

2010

2009

2008

Port calls to Iran and Sudan

5

25

28

54

Total port calls for all oil tankers and OBOs

186

700

761

1201

Percentage of total port calls

3%

4%

4%

4%

2

The Company has been informed by its charterers that (i) none of its oil tankers or OBO's made port calls to Syria or Cuba during the years ended 2008, 2009 and 2010 and three months ended March 31, 2011 and (ii) one of its drilling units operated offshore of Sudan for the first nine months of 2010.

In relation to the Company's other vessels and drilling units, to the Company's knowledge, none of such vessels or drilling units have called on any ports or operated offshore, as applicable, in Cuba, Iran, Sudan or Syria during the periods listed in the paragraph above.

The gross operating revenue derived by the Company attributable to the voyages to or operations offshore of Iran and Sudan during the last three fiscal years and the subsequent interim period to March 31, 2011 was $16.8 million (2010), $2.0 million (2009), $3.8 million (2008) and $0.3 million, respectively, accounting for approximately 3.5%, 0.4%, 0.6% and 0.3%, respectively, of the aggregate gross operating revenues earned by the Company during these periods.  These gross operating revenue figures are determined by multiplying the daily time charter hire paid to the Company with respect to the relevant vessel, by the duration in days of the applicable voyage plus any profit share, as applicable.  The Company does not consider such amounts to be materially either quantitatively or qualitatively.

The Company has not had, and does not intend to have in the future, any agreements, commercial arrangements, or other contacts with the governments of, or entities controlled by the governments of, Cuba, Iran, Sudan, or Syria, and has not provided and does not intend to provide any goods or services, to the governments of, or entities controlled by the governments of, such countries. In addition, the Company has not involved, and does not intend to involve employees who are U.S. nationals in operations associated with those countries.  However, the Company is unable to verify if its charterers have any agreements, or intend to enter any agreements, with these governments or entities controlled by these governments as this information is not available to it.

3.

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 associated revenues, assets, and liabilities associated with each of the referenced countries for the last three fiscal years and the subsequent interim period. 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.

As noted in the response to the prior comment, the Company does not consider the revenues received from these charters to be material to its results of operations, both quantitatively and qualitatively.

As mentioned above, neither the Company nor its subsidiaries have entered into or have any future plans to enter into any contracts, agreements or other arrangements with the governments of Cuba, Iran, Sudan, Syria or any entities controlled by the governments of these countries, including any entities organized in these countries, and as a result, the Company has not earned any revenues directly from these governments or entities controlled by these governments.

The Company has been listed on the New York Stock Exchange since May 2004. Since that time, the Company believes that U.S. investors in general, and its shareholders in particular, have become familiar with the international energy markets in which the supply of oil by ship to industrial countries such as the United States, the nations of the European Union, India, China and Japan play a key role. The Company believes that U.S. investors in the energy industry understand that sources of oil include Iran and Sudan.

3

The Company has concluded that the payments made to Iran and Sudan port authorities by the charterers are qualitatively immaterial to the Company's reputation and share price. The Company's considerations have included the following: (i) the Company has no knowledge of what the charterer pays to the Iranian and Sudanese authorities, (ii) the Company has no control over payments made by the charterer to the Iranian and Sudanese authorities, and (iii) in these cases, the Company's charterers are not subject to U.S. regulations in (a) chartering its vessels and then directing those vessels to Iranian and Sudanese ports to load the Iranian and Sudanese oil cargoes or (b) operating its drilling units.

The Company notes the Staff's comments that a number of states, universities and other investors have taken a variety of positions with respect to investments in companies that do business with countries identified as state sponsors of terrorism. The Staff states that the Company's qualitative materiality analysis should address the potential impact of investor sentiment evidenced by such actions concerning companies with operations associated with Iran and Sudan. As the Company's business contacts with Iran and Sudan have been infrequent and relatively minor in scope, the Company does not believe that such contacts are qualitatively material to a reasonable investor's investment decision.

Operating and Financial Review and Prospects, page 44

Borrowings, page 62

4.

We note from your disclosure here that you have used several of your vessels to collateralize borrowings, and that these borrowings contain minimum value covenants. Due to the volatility in vessel market values, please consider revising this section to include the specific minimum value covenants related to each credit facility as well as the results of your calculation as part of your discussion of liquidity. Such discussion would provide greater insight into the likelihood of a covenant violation. Such disclosure may include the exact calculation and aggregate market value of vessels as compared to the outstanding balance and/or a sensitivity analysis discussing the impact that a 10% change in vessel market value may have on your continued compliance with these covenants.

The Company confirms that it will include disclosure in future filings in response to this comment.

Financial Statements: Ship Finance International Limited

Note 14. Investment in Associated Companies, page F-17

5.

Please provide us with your calculations of significance required under Article 3-09 of Regulation S-X for SFL West Polaris as of December 31, 2010.

In consideration of the disclosure requirements of Rule 3-09, the Company performed the Rule 1-02(w) significance test substituting 20% for 10%.  The Company determined that the SFL West Polaris did not satisfy that significance test requiring the inclusion of separate financial statements. A summary of the SFL West Polaris 2010 significance test calculation is provided below:

(a) Investment test

(in thousands of $)

Investment and advances to SFL West Polaris

145,000

Group consolidated assets

2,882,361

Equity investment and advances as a % of Group consolidated assets

5%

4

(b) Income test

(in thousands of $)

Net income before tax of SFL West Polaris

14,569

Group consolidated income before taxes (1)

177,685

Equity in net income before taxes of investees  as a % of Group net income before taxes

8%

(1)

Represents the average of the income for the last five fiscal years as the reduction in income in 2010 compared with 2009 is more than 10%.

The "asset test" in Rule 1-02(w) has been excluded in accordance with guidance in the SEC's Division of Corporation Finance Financial Reporting Manual section 2400.1.

____________________

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

____________________

If you have any questions or comments concerning this letter, please feel free to contact the undersigned at (212) 574-1223, Ted Horton, Esq. at (212) 574-1265 or Keith Billotti, Esq. at (212) 574-1274.

Very truly yours,

SEWARD & KISSEL, LLP

By: /s/ Gary J. Wolfe

            Gary J. Wolfe, Esq.

Sonia Bednarowski, Esq.

Special Counsel

Division of Corporate Finance

Securities and Exchange Commission

Amy Geddes

Division of Corporate Finance

Securities and Exchange Commission

Eirik Eide

Chief Financial Officer

Ship Finance Management AS

SK 23153 0001 1211087

June 30, 2011
 Mr. Eirik Eide Chief Financial Officer Ship Finance International Limited Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
Re: Ship Finance International Limited
 Form 20-F for the Year Ended December 31, 2010
Filed March 25, 2011 File No. 001-32199

Dear Mr. Eide:
 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Year Ended December 31, 2010

 Risk Factors, page 2

 1. Please confirm that in future filings you will revise to remove the words “some of” as this
section should address all material risks.
 Our vessels may call on ports located in countries that are subject to rest rictions imposed by the
U.S. or other governments, which could adversely affect our business, page 7
 2. You state that your vessels may call on ports located in countries identified by the U.S.
government as state sponsors of terrorism.  Pleas e revise your risk factor disclosure to name
the countries identified by the U.S. government as state sponsors of terrorism to which you
refer.

Mr. Eirik Eide Ship Finance International Limited June 30, 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 annual report does not include disclosure regarding
contacts with those countries.  Describe to us the nature and extent of  any past, current, and
anticipated contacts with  Cuba, Iran, Sudan, and Syria, whet her through subsidiaries, or other
direct or indirect arrangements,  for the last three fiscal y ears and the subsequent interim
period.  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 ot her contacts you have had, or in tend to have, directly or
indirectly, with the governments or entit ies controlled by the governments of those
countries.  Finally, you should tell us whether any ships that you own, operate, or charter
have provided, or are anticipat ed to provide, any U.S.-ori gin goods to the referenced
countries, or involve employees who are U.S. na tionals in operations a ssociated with those
countries.
 3. Please discuss for us the materiality of any c ontacts 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 associated revenues,
assets, and liabilities associated with each of the referenced count ries for the last three fiscal
years and the subsequent interim period.  Als o, address materiality in terms of qualitative
factors that a reasonab le investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a co mpany’s reputation and share
value.  As you may know, various state and m unicipal governments, uni versities, and other
investors have proposed or adopted  divestment or similar initia tives regarding investment in
companies that do business with U.S.-desi gnated state sponsors of  terrorism.  Your
materiality analysis should a ddress the potential impact of th e investor sentiment evidenced
by such actions directed toward companies th at have contacts with Cuba, Iran, Sudan, or
Syria.
 Operating and Financial Revi ew and Prospects, page 44

 Borrowings, page 62

4. We note from your disclosure here that you have used several of your vessels to collateralize
borrowings, and that these borrowings contai n minimum value covenants.  Due to the
volatility in vessel market values , please consider revising this s ection to include the specific
minimum value covenants related to each cred it facility as well as the results of your
calculation as part of your disc ussion of liquidity.  Such di scussion would provide greater
insight into the likelihood of a covenant violation.  Such disclosure may include the exact
calculation and aggregate market value of vesse ls as compared to the outstanding balance
and/or a sensitivity analysis discussing the imp act that a 10% change in vessel market value
may have on your continued compliance with these covenants.

Mr. Eirik Eide Ship Finance International Limited June 30, 2011 Page 3

Financial Statements: Ship Finance International Limited

 Note 14. Investment in Associated Companies, page F-17

 5. Please provide us with your  calculations of significance required under Article 3-09 of
Regulation S-X for SFL West Polaris as of December 31, 2010.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Amy Gedde s at 202-551-3304 or me at 202-551-3211 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Sonia Bednarowski at 202-551-3666 if you have questions on legal matters.

 Sincerely,
   /s/ David R. Humphrey
David R. Humphrey
        A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 3561         November 18, 2008  Via Fax & U.S. Mail

 Mr. Ole B. Hjertaker   Chief Financial Officer SHIP FINANCE INTERNATIONAL LIMITED Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the year ended December 31, 2007
File No. 1-32199

Dear Mr. Hjertaker:
  We have completed our review of your Form 20-F and have no further comments at this time.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    s934387_corresp.htm

    November
4, 2008

    David
R. Humphrey

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100
F Street, N.E.

    Washington
D.C. 20549

              Re:

              Ship
      Finance International Limited

                File
      No. 001-32199

                  Form
      20-F: For the year ended December 31,
  2007

    Dear
Mr. Humphrey:

    Reference
is made to the annual report for the year ended December 31, 2007 on Form 20-F
(the “Annual Report”) of Ship Finance International Limited (the “Company”) that
was filed with the U.S. Securities and Exchange Commission (the “Commission”) on
March 17, 2008.  By letter dated October 7, 2008 (the “Comment
Letter”), the staff of the Commission (the “Staff”) provided comments to the
Annual Report.  On behalf of the Company, we submit to the Staff the
Company’s response to the Comment Letter.

    The
numbered paragraphs correspond to the numbered paragraphs set forth in the
Comment Letter.

    Operating and Financial
Review and Prospectus

    Contractual Commitments,
page 58

              1.

              We
      generally believe that registrants should include scheduled interest rates
      in the table in order to increase the transparency of cash flow. To the
      extent that interest rates are variable and unknown, you may use your
      judgment to determine whether or not to include estimates of future cash
      payments. You may also determine the appropriate methodology to estimate
      these interest payments. The methodology and your significant assumptions
      should be described in an accompanying footnote where estimates have been
      utilized. Regardless of whether you decide to include variable interest
      payments or not, a footnote to the table should clarify the action taken.
      If interest payments have been excluded from the table, then additional
      information should be provided as to the significant terms of the debt as
      well as any additional information that is material to the understanding
      of the Company’s cash requirements.

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 2 of
4

              2.

              Please
      also evaluate whether or not you can reasonably estimate the amount and/or
      timing of payments you will be obligated to make under interest rate swap
      agreements to determine whether meaningful information can be provided in
      the table for these agreements. If the swap is structured in such a way as
      to be a fixed rate loan, then you should provide the information. Finally,
      please note that if market interest rates have moved such that you are in
      a position of receiving cash rather than paying cash under these
      agreements, cash receipts should not be included in the
    table.

    The
Company notes the Staff’s comments 1 and 2 above, and confirms that it will
revise its future Form 20-F in future filings in response to the points
raised.

              3.

              Further,
      it appears the $2.3 billion total of “Floating rate debt” shown in the
      table inadvertently includes the $449 million of 8.5% Senior Notes. In
      this regard, Note 15 to the audited financial statements and elsewhere in
      the MD&A discloses that your “floating rate debt” approximates $1.8
      billion instead.

    The
Company confirms that it inadvertently included $449.0 million of its 8.5%
Senior Notes in the line item entitled “Floating rate debt” of the contractual
commitments table.  The Company will amend its future filings to
exclude such amounts from the calculation of “Floating rate
debt.”  The Company does not believe this inadvertent inclusion of
these amounts in this line item requires an amendment to the Company’s Annual
Report because the correct “Floating rate debt” calculation is accurately
described elsewhere in the Annual Report as noted by the Staff.

    Financial
Statements

    Note 1. General, page
F-7

              4.

              We
      note from the disclosure here and on page 16 that you are a holding
      company with no significant assets other than the equity interests in your
      subsidiaries. It appears that the disclosures specified by Schedule I
      (Article 12-04) may be required in your annual
  reports.

    The
Company notes the Staff’s comment, and has considered the disclosures specified
by Schedule I, Rule 12-04 of Regulation S-X.  The Company has
concluded that it is not required to submit Schedule I condensed financial
information as required by Rule 5-04(c) of Regulation S-X, which
states:

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 3 of
4

    “The
schedule prescribed by Rule 12-04 shall be filed when the restricted net assets
(Rule 4-08(e)(3)) of consolidated subsidiaries exceed 25 percent of consolidated net
assets as of the end of the most recently completed fiscal year.”

    As of December 31, 2007,
the restricted net assets of the consolidated subsidiaries, as defined by Rule
4-08(e)(3) of Regulation S-X, did not exceed 25 percent of the Company’s
consolidated net assets.  The amount of restricted net assets will be
reviewed periodically and the appropriate additional disclosures will be made
when required.

    Note 2. Accounting
Policies

    Investment in Finance
Leases, page F-9

              5.

              Consider
      expanding the tabular disclosure under Item 4.D “Property, Plant and
      Equipment” on page 36 to specify for each vessel, the lease classification
      for accounting purposes.

    The
Company notes the Staff’s comment, and will include the
lease classification of each vessel in the tabular disclosure under Item 4.D
“Property, Plant and Equipment” in its future filings.

    Derivatives: Total Return
Equity Swaps, page F-11

              6.

              Please
      expand your disclosure here, in Note 20 and in the MD&A –
      “Derivatives,” to disclose the expected settlement date(s) of the Total
      Return Swap (“TRS”) transactions that have been entered into, and indicate
      when you anticipate your share repurchase program will begin. Also tell us
      the basis in GAAP for the accounting methodology you are applying to these
      instruments.

    The
Company notes the Staff’s comment, and will in its future filings expand its
disclosure relating to the Company’s total return swap transactions (“TRS”) to
include the maturity dates, upon which settlement is expected to take
place.

    The
Company has concluded that its TRS are derivatives as defined by Statements of
Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative
Instruments and Hedging Activities, and as such, are included in the
balance sheet at fair value, with movements in fair value being reported in the
income statement as mark-to-market derivative instruments.

          David
R. Humphrey

          U.S.
Securities and Exchange Commission

          November
4, 2008

          Page 4 of
4

    In
addition, where the TRS involves the Company’s own stock, the accounting
methodology applied is based on the Company’s interpretation of paragraph 7 of
Emerging Issues Task Force (“EITF”) Issue 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock, which requires such TRS transactions to be classified in the
balance sheet as assets or liabilities.  The Company has concluded
that, in these circumstances, the TRS falls under this regulation because
they are indexed solely to the Company’s own stock.

    Based
on the Company’s interpretations of paragraphs 11 and B28 of SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity, the
Company has concluded that its TRS for its own stock should not be
classified as equity because they result in a net cash settlement and because
there is no obligation under the TRS for the Company to take delivery of the
underlying shares in full.

    The
Company’s board of directors approval of the repurchase plan did not specify a
schedule for the repurchase of the Company’s shares.  No decision has
been made on the amounts or timing of shares to be repurchased under the
plan.

    CEO and CFO Certifications
at Exhibits 12 and 13

              7.

              In
      the date section of each of the Certifications, please ensure that the
      “day” of the month is also included, as it appears to have been
      inadvertently omitted.  In this regard, we note that only the
      “month” and “year” have been
reflected.

    The
Company notes the Staff’s comment, and will include in future filings each of
the day, month and year of the date that the certifications are
signed.

    *
* * *

    The
Company thanks the Staff for its close attention to the Annual Report, and looks
forward to receipt of any additional comments that it may have to the Annual
Report.  Please feel free to telephone the undersigned at (212)
574-1223 or Edward S. Horton, Esq. at (212) 574-1265, with any questions or
comments.

            Very truly
yours,

            SEWARD & KISSEL
LLP

            By: /s/ Gary J. Wolfe

            Gary J. Wolfe,
Esq.

    cc:           Beverly
Singleton

    cc:           Margery
Reich

    SK 23153 0001 934387
v3

    [Ship
Finance International Limited Letterhead]

      November
4, 2008

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100
F Street, N.E.

    Washington
D.C. 20549

    Re:           Ship
Finance International Limited

    Ladies
and Gentlemen:

              The
      undersigned hereby acknowledges
that:

              ●

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

              ●

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

              ●

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

                    Yours
faithfully,

                SHIP
FINANCE INTERNATIONAL LIMITED

                By:
/s/ Lars Solbakken

                Lars
Solbakken

                Chief
Executive Officer

                      Ship Finance Management AS

    cc:  Beverly Singleton

    cc:  Margery Reich

Mail Stop 3561         October 7, 2008  Via Fax & U.S. Mail

 Mr. Ole B. Hjertaker   Chief Financial Officer SHIP FINANCE INTERNATIONAL LIMITED Par-la-Ville Place 14 Par-la-Ville Road Hamilton, HM 08, Bermuda

Re: Ship Finance International Limited
 Form 20-F for the year ended December 31, 2007
Filed March 17, 2008
 File No. 1-32199

Dear Mr. Hjertaker:

We have reviewed your filing and have the following comments.  We think you should
revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Ole B. Hjertaker
Ship Finance International Limited October 7, 2008 Page 2
 Form 20-F (Fiscal Year Ended December 31, 2007)

 Operating and Financial Review and Prospectus

 Contractual Commitments, page 58

1. We generally believe that registrants should include scheduled interest rates in the table in order to increase the transparency of cash flow.  To the extent that interest rates are variable and unknown, you may use your judgment to determine whether or not to include estimates of future cash payments.  You may also determine the appropriate methodology to estimate these interest payments.  The methodology and your significant assumptions should be described in an accompanying footnote where estimates have been utilized.  Regardless of whether you decide to include variable interest payments or not, a footnote to the table should clarify the action taken.  If interest payments have been excluded from the table, then additional information should be provided as to the significant terms of the debt as well as any additional information that is material to an understanding of the company’s cash requirements.

2. Please also evaluate whether or not you can reasonably estimate the amount and/or timing of payments you will be obligated to make under interest rate swap agreements to determine whether meaningful information can be provided in the table for these agreements.  If the swap is structured in such a way as to be a fixed rate loan, then you should provide the information.  Finally, please note that if market interest rates have moved such that you are in a position of receiving cash rather than paying cash under these agreements, cash receipts should not be included in the table.

3. Further, it appears the $2.3 billion total of “Floating rate debt” shown in the table inadvertently includes the $449 million of 8.5% Senior Notes.  In this regard, Note 15 to the audited financial statements and elsewhere in MD&A discloses that your “floating rate debt” approximates $1.8 billion instead.
 Financial Statements

Note 1. General, page F-7

4. We note from the disclosure here and on page 16 that you are a holding company with no
significant assets other than the equity interests in your subsidiaries.  It appears that the disclosures specified by Schedule I (Article 12-04) may be required in your annual reports.

Mr. Ole B. Hjertaker
Ship Finance International Limited October 7, 2008 Page 3
 Note 2. Accounting Policies

 Investment in Finance Leases, page F-9

5. Consider expanding the tabular disclosure under Item 4.D “Property, Plant and Equipment” on page 36 to specify for each vessel, the lease classification for accounting purposes.
 Derivatives:  Total Return Equity Swaps, page F-11

6. Please expand your disclosure here, in Note 20 and in MD&A-“Derivatives,” to disclose the expected settlement date(s) of the Total Return Swap (“TRS”) transactions that have been entered into, and indicate when you anticipate your share repurchase program will begin.  Also tell us the basis in GAAP for the accounting methodology you are applying to these instruments.
 CEO and CFO Certifications at Exhibits 12 and 13

7. In the date section of each of the Certifications, please ensure that the “day” of the month is also included, as it appears to have been inadvertently omitted.  In this regard, we note that only the “month” and “year” have been reflected.

********
   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Ole B. Hjertaker
Ship Finance International Limited October 7, 2008 Page 4
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.   You may contact Ms. Beverly A. Singleton, Staff Accountant, at (202) 551-3328 or Ms. Margery Reich, Senior Staff Accountant, at (202) 551-3347 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

Mail Stop 3561
        January 24, 2008   Ole B. Hjertaker Principal Financial Officer Ship Finance International Limited 14 Par-la-Ville Road Par-la-Ville Place Hamilton, HM 08 Bermuda

Re: Ship Finance International Limited
 File No. 001-32199  Form 20-F:  For the Year Ended December 31, 2006

Dear Mr. Hjertaker:
  We have completed our review of your Form 20-F and related filings and have no
further comments at this time.
        S i n c e r e l y ,
          M i c h a e l  F a y          B r a n c h  C h i e f

CORRESP
1
filename1.htm

    d839018_corresp.htm

    December
      14, 2007

    Mr.
      Michael Fay

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    Washington
      D.C. 20549

              Re:

              Ship
                Finance International Limited

              File
                No. 001-32199

              Form
                20-F: For the year ended December 31, 2006

    Dear
      Mr. Fay:

    By
      letter dated October 30, 2007, the Staff of the Securities and Exchange
      Commission (the “Staff”) presented further comments to the Annual Report on Form
      20-F (the “Form 20-F”) filed by Ship Finance International Limited (“SFIL” or
      the “Company”) with respect to the year ended December 31, 2006.  On
      behalf of the Company, we hereby submit the Company’s response to your
      letter.  For your convenience, the numbered paragraphs of this
      response letter correspond to the numbered paragraphs of your letter, which
      we
      have inserted in bold.

    Item
      5. Operating and Financial Review and prospects -
      Overview

    Revenues

              1.

              We
                have reviewed your response to our prior comment number 1. We note
                that
                you account for the provision of management services under your time
                charter agreements with Frontline Charterers as a separate unit of
                accounting for purposes of revenue recognition. However, we are unclear
                why you believe that the portion of time charter revenue that has
                been
                allocated as management service revenue should be recognized gross,
                rather
                than net of management service fees paid to Frontline Management
                (Bermuda)
                Ltd. (“Frontline Management”). In this regard, we note that i) you do not
                provide the actual management services to the Frontline Charterers,
                and
                ii) the daily amount of revenue that is recognized for the management
                services equals the amount of the service fees paid to Frontline
                Management, and (iii) both Frontline Charterers and Frontline Management
                appear to be subsidiaries of Frontline Ltd.  Based upon the
                aforementioned factors, it appears that, in substance, your company
                is
                merely a pass-through entity for the cash payment between Frontline
                Charterers and Frontline Management, and that you have not provided
                or
                contributed to the performance of the management services received
                by
                Frontline Charterers.

              As
                such, it appears you should revise your statement
                of operations to recognize management service revenues net of the
                associated expenses paid to Frontline Management. Alternatively please
                tell us why you believe that it is appropriate to recognize management
                service revenues on a gross basis as well as the business purpose
                of the
                structure of the transactions between your company and the two Frontline
                entities.

          Mr.
            Michael Fay

          Securities
            and Exchange Commission

          Page
            2

    The
      Company respectfully disagrees with the Staff’s characterization of the time
      charter agreements with Frontline Charterers and the management agreements
      with
      Frontline Management as mere pass-through arrangements. After taking into
      consideration the Staff’s observations, which we discuss in more detail below,
      the Company remains of the opinion that its gross presentation of management
      service revenues provides the most correct and meaningful financial information.
      The fact that the Company has subcontracted the provision of some of these
      services does not alter the underlying business purpose of the contracts, and
      thus should not impact the accounting treatment of the resulting
      cash-flows.

    Specifically,
      with reference to the Staff’s comments:

    (i)     Provision
      of
      management services.

    In
      the case of vessels chartered to Frontline Charterers, the Company remains
      directly responsible for all aspects of the operation and maintenance of its
      vessels, including crewing and supplying the vessels. The Company has these
      responsibilities to all of its time charterers, including the Frontline
      Charterers, whether or not any of the ship managers employed by the Company,
      including Frontline Management, adequately perform under the management
      agreements.  This is a standard industry allocation of
      responsibilities when vessels are time chartered or voyage chartered by their
      owners to third parties.

    It
      is also common industry practice for the vessel owner to outsource vessel
      management services to third parties. Subcontracting management services to
      third parties, however, does not change the legal allocation of
      responsibilities.  The owner remains liable for the technical
      operation of the vessel.  So long as the ultimate contractual
      responsibility for the provision of services remains with the Company, we do
      not
      believe that the use of a sub-contactor should, per se, affect the accounting
      treatment of the original business transaction.

    (ii)     Service
      revenue is equal to cost of the management fee to Frontline
      Management.

    In
      determining the amount of charter hire income to allocate to lease service
      revenue, we considered both

    the
      related party nature of the transaction and the fair value of the services
      provided. The fact that the Company and Frontline Ltd. (“Frontline”) were, at
      the time, under common control raised the question whether we should recognize
      a
      profit in respect of the provision of the ship management services. In addition,
      as described in Response No. 2 below, we concluded, and continue to be of the
      opinion, that the amount of $6,500 was the best estimate of the fair value
      of
      the services in question at the inception of the leases.

    (iii)     Both
      Frontline Shipping and Frontline Management are subsidiaries of Frontline
      Ltd.

    In
      determining how to treat the revenues received from Frontline Charterers and
      the
      management fees paid to Frontline Management, the Company considered the fact
      that both of these entities are wholly-owned subsidiaries of
      Frontline.  However, the Company believes that it correctly accounted
      for these amounts because its contractual relationships with the two companies
      are clearly separate.

    We
      also note the following points that we believe support our conclusion with
      respect to the accounting treatment of the service revenues and management
      fees:

    Frontline
      Management is a separate legal entity from the Frontline Charterers, and the
      charters are separate agreements from the management agreements.  The
      Company is contractually obligated to pay management fees to Frontline
      Management whether or not it receives charter hire from Frontline Charterers
      or
      one of its other time charterers, without any right of setoff.

          Mr.
            Michael Fay

          Securities
            and Exchange Commission

          Page
            3

    The
      distinct nature of the contracts is also illustrated by the fact that the
      charters with Frontline Charterers are noncancelable, while the Company is
      able
      to cancel the management agreements with Frontline Management on 90 days
      notice.  In such circumstances, the Company could either provide
      management services itself or outsource to a third party. Neither Frontline
      Management nor the Frontline Charterers can prevent the Company from cancelling
      the management agreements within their terms.  Similarly, if Frontline
      Management fails to perform, the Company cannot cancel the charters or otherwise
      assert claims against Frontline Charterers.

    In
      summary, the Company does not believe that the costs of  providing
      management services in connection with the time charters should be netted
      against the lease service revenue received under the charter
      agreements.  The Company believes that the gross presentation adopted
      provides the most appropriate and meaningful representation of the Company’s
      business transactions.

    2.  We
      note that you account for $6,500 of your daily time charter revenue as service
      revenues. You state that the amount allocated as service revenues is based
      upon
      the amount charged to you by Frontline Management, since Frontline Ltd. (parent
      of Frontline Management) and your company are under common control. As noted
      in
      your response, the recognition of service revenues based upon the amount charged
      to you is not consistent with paragraph 12 of EITF 00-21, which states that
      arrangement consideration should be allocated to the separate units of
      accounting in an arrangement based upon their relative fair values, if there
      is
      objective and reliable evidence of the fair value for all units of accounting
      in
      the arrangement. Given that in the shipping industry (i) vessels are chartered
      under both bareboat and time charters and ii) there are entities that
      specifically provide management services it appears there may be objective
      and
      reliable evidence of the fair values of the individual deliverables provided
      under your time charter contracts with Frontline. In this regard please tell
      us
      the amount of revenue that you would expect to allocate as service revenues
      using the relative fair value method. As a part of your response, please tell
      us
      the fair values ascribed to each of the units of accounting, any key assumptions
      used in determining the fair values, and the basis of any material
      assumption.

    We
      refer to our previous response in which we stated that the management service
      revenue was recognized based upon the management fee paid to Frontline
      Management. To expand, we advise that the rate of $6,500 per day was set by
      reference to actual historical costs of the relevant service to Frontline (as
      can be verified by reference to previous Form 20-F documents) with an adjustment
      to take account of future cost increases. The Company believed that such actual
      costs were the best indicator of the fair value of the service revenue. We
      attach appendix A in which this amount was compared to available industry data
      in order to satisfy all parties involved that the contracted amount reasonably
      approximated to fair value. Appendices B and C are extracts from a widely
      circulated independent report on operating costs upon which the calculations
      were based.

    Based
      on data available at the time and the attached analysis we believe that the
      contracted amount of $6,500 is the correct amount to allocate to service
      revenue, in respect of these services as it was calculated with reference to
      contemporaneous market costs.

    We
      have considered re-evaluating the allocation of the charter hire payments to
      the
      constituent deliverables and we determined that in these particular
      circumstances the amount of $6,500 per day remains valid as the best estimate
      of
      the fair value of the services in question. This is supported by the fact that
      should the Frontline charterers exercise their option under the charters to
      convert any of the charters to bareboat charters, the agreed reduction in the
      charter hire payable is $6,500 per day.

          Mr.
            Michael Fay

          Securities
            and Exchange Commission

          Page
            4

    Although
      current data indicates typical operating expenses for similar vessels is higher
      than $6,500 (see appendices D and E) the risk of cost escalations in excess
      of
      contractual prices is normally borne by the providers under long-term contracts
      and we do not consider these inflationary factors to constitute a change in
      the
      circumstances of the charter and management agreements.

    We
      also considered whether there was objective and reliable evidence available
      as
      to the value of the individual deliverables, as discussed in your
      comment.  While there are entities that do provide ship management
      services, they are usually on a cost-plus basis (meaning that actual costs
      incurred are passed on to the vessel operator plus a contractual profit
      component).  We believe that the agreements between Ship Finance and
      Frontline Management are dissimilar to any identifiable market vessel management
      agreements due to the length of contractual terms and the size of the fleet
      being serviced.

    We
      believe that the actual cost to the Company of providing the management services
      remains the appropriate amount to allocate as lease service revenue as the
      Company does not have an alternative, more appropriate measure of the fair
      value
      of the contracts.

    Consolidated
      Statements of Cash Flows

    3.
      We have reviewed your response to our prior comment number 7. It appears that
      you have presented the net amount of i)  the revenues received from
      third party charterers and paid to Frontline during the “cross-over” voyage
      period and ii) Frontline’s base charter rates payable to you during the
“cross-over” voyage period as “deemed dividends paid”, which are reflected in
      the financing activities section of your consolidated cash flow statement.
      However we believe that presenting the aforementioned amounts on a gross basis
      would enhance the transparency of your consolidated cash flow
      statement.

    Please
      revise your presentation in future filing accordingly. Refer to paragraph 11
      of
      SFAS No 95 for further guidance.

    We
      note your comments and we will amend our presentation in future filings
      accordingly.

    2.
      Accounting Policies

    Leases

              4

              We
                have reviewed your response to our prior comment number 9. However
                we do
                not concur that the guidance provided in paragraph 34 of SFAS No
                13 is
                inconsistent with the guidance in paragraph 6(b)(i) of SFAS No 13.
                As your
                purchase and lease transactions with Frontline Ltd (and its subsidiaries)
                appear to qualify as sale-leaseback transactions, it appears that
                your
                accounting treatment should follow the guidance provided in paragraphs
                32
                and 34 of SFAS No 13; whereas the guidance provided in paragraph
                6(b)(i)
                of SFAS No 13 would be reserved for a traditional lease only
                transaction.

              In
                this regard it appears that all of your leases to Frontline Ltd.
                that have
                resulted from transactions which qualify as sale-leaseback transactions
                should be accounted for as operating or direct financing leases in
                accordance with paragraph

CORRESP
1
filename1.htm

    d816580_corresp.htm

               October
                5, 2007

    Mr.
      Michael Fay

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    One
      Station Place

    100
      F Street, N.E.

    Washington,
      D.C. 20549-7010

              Re:

              Ship
                Finance International Limited

              File
                No. 001-32199

              Form
                20-F: For the year ended December 31,
                2006

    Dear
      Mr. Fay:

    By
      letter dated August 24, 2007, the Staff of the Securities and Exchange
      Commission (the “Staff”) presented comments to the Annual Report on Form 20-F
      (the “Form 20-F”) filed by Ship Finance International Limited (“SFIL” or the
“Company”) with respect to the year ending December 31, 2006.  On
      behalf of the Company, we hereby submit the Company’s response to your
      letter.  For your convenience, the numbered paragraphs of this
      response letter correspond to the numbered paragraphs of your letter, which
      we
      have inserted in bold.

    By
      way of background, SFIL was incorporated as a wholly-owned subsidiary of
      Frontline Ltd (“Frontline”) (NYSE:  FRO) in 2003.  In
      December 2003, SFIL purchased a fleet of 47 crude oil tankers from Frontline
      and
      leased those vessels back to Frontline under time charter agreements with terms
      commencing in 2004.  In May 2004, Frontline distributed 25 percent of
      SFIL’s common shares to its ordinary shareholders, and SFIL started trading on
      the New York Stock Exchange in June 2004.  For all the years included
      in the Form 20-F, SFIL was consolidated by Frontline.

    Item
      5. Operating and Financial Review and prospects -
      Overview

    Revenues

              1.

              We
                note that you allocate $6,500 per day from each time charter payment
                from
                Frontline Charterers as finance lease service revenue generated by
                your
                vessels.  Please tell us the reason that this amount is
                disaggregated and recorded as revenue prior to allocating the charter
                payments (received) between finance lease interest income and finance
                lease repayment.  Please cite any accounting literature that you
                believe
                supports your accounting treatment.  As a part of your response,
                please describe the nature of the separate services that you provide
                which
                result in the recognition of finance lease service
                revenue.

        Mr.
          Michael Fay
          Securities
            and Exchange Commission

          Page 2

    Under
      the time charter agreements, SFIL is responsible for providing Frontline
      Charterers with vessel management services for the leased vessels,
      including:

              ●

              Provision
                of crew of the vessels;

              ●

              Provision
                of maintenance and restoration of the vessels as and when
                required;

              ●

              Arrangement
                and supervision of necessary dry dockings;

              ●

              Arrangement
                and provision of necessary stores, spares, and lubes;

              ●

              Any
                other technical requirements for the vessels to maintain compliance
                with
                the charters; and

              ●

              Provision
                of appropriate insurance for the
                vessels.

    SFIL
      has contracted with Frontline Management (Bermuda) Ltd. (“FMB”) under management
      agreements (the “Management Agreements”) for the provision of the vessel
      management services in respect of each of the vessels leased to Frontline
      Charterers. FMB is a 100 percent owned subsidiary of Frontline. The Company
      pays
      FMB a fixed fee of $6,500 per day per vessel to provide such
      services.

    Using
      the guidance contained in EITF Issue No. 00-21, “Revenue Arrangements with
      Multiple Deliverables,” we have concluded that we provide two distinct
      deliverables under the arrangement with Frontline:

              1.

              The
                provision of the leased asset (the vessel); and

              2.

              The
                provision of management services in respect of the
                vessel.

    Consequently,
      the Company has concluded that the total receipts under the arrangement should
      be allocated between the provision of the vessel and the related management
      services.

    We
      note under the provisions of paragraph 4 of EITF 00-21, payments for lease
      and
      non-lease deliverables should be allocated based on the relative fair value
      of
      the lease and non-lease deliverables. However, as SFIL and Frontline were under
      common control during this time period, we concluded the appropriate accounting
      was to recognize the management services revenue at the amounts stated in the
      Management Agreements ($6,500 per day per vessel) and to disclose this related
      party transaction as required by FASB Statement No. 57, Related Party
      Transactions.  As stated above, the Company pays FMB $6,500 per
      day per vessel to provide such services.  We note that SFIL time
      charters the vessels to Frontline Charterers.  The provision of the
      services set forth above is a necessary part of the time
      charters.  There is no separate contract by which SFIL provides any
      management services to Frontline Charterers.  SFIL has direct
      contracts with FMB to provide those services to SFIL.

        Mr.
          Michael Fay
          Securities
            and Exchange Commission

          Page
            3

              2.

              We
                note that you have cancelled certain charters with Frontline and
                agreed to
                pay compensation to them as a result.  Please tell us the type
                of leases you cancelled (sales-type, direct financing or operating),
                whether your lease arrangements provided for such compensation, how
                amounts were determined, and how you accounted for the
                compensations.

    The
      Company has classified all of the leases with Frontline as sales-type leases
      (Please see the response to comment 8 below for further explanation of the
      lease
      classification).

    In
      the absence of any specific early termination clauses within the lease
      agreements, each cancellation and compensation agreement has been agreed with
      Frontline as a result of separate negotiations at the time of termination of
      the
      lease. In our determination of a fair compensation we have generally based
      our
      calculations on the market value of a charter-free vessel, and compared this
      to
      the discounted cash flows from the specific Frontline lease and an assessment
      of
      the estimated residual value for such vessel.

    All
      termination compensation payments have been recognized in full, in the
      consolidated statements of operations  at the time of cancellation of
      the Frontline leases and delivery of the vessels to the new owners under the
      caption Profit / (loss) on sale of assets. All termination payments are
      disclosed in note 17 to the Company’s consolidated financial statements,
Related party transactions.

    Critical
      Accounting Policies and estimates - Revenue
      Recognition

              3.

              We
                note that 48 of your company’s vessel charters were accounted for as
                sales-type leases as of December 31, 2006.  We also note that a)
                the estimated un-guaranteed residual value accruing to the benefit
                of the
                lessor and b) the implicit interest rate (of your leases), which
                is
                applied to determine the present value of both the minimum lease
                payments
                and the un-guaranteed residual value of your sales-type leases, are
                important estimates when determining the amount of unearned income
                that
                should be recorded under sales-type leases.  Due to i) the
                significance of the aforementioned estimates to the amount of income
                that
                will ultimately be recognized under your sales-type leases and ii)
                the
                degree of judgment and subjectivity involved with making such estimates,
                please tell us and expand your discussion of revenue recognition
                in the
                “Critical Accounting Policies and Estimates” section of MD&A to
                disclose information including, but not limited to, the
                following:

              ▪

              The
                manner in which management determines the un-guaranteed residual
                value of
                assets leased under sales-type leases.

              ▪

              The
                manner in which management determines the implicit interest rate
                which is
                applied to determine the present value of both the minimum lease
                payments
                and the un-guaranteed residual value associated with your sales-type
                leases.

          Mr.
            Michael Fay

          Securities
            and Exchange Commission

          Page
            4

              ▪

              How
                accurate your estimates of the un-guaranteed residual value of your
                leased
                assets have been in the past.

              ▪

              Whether
                your estimates and assumptions have changed in the past and/or likely
                to
                change in the future.

              ▪

              The
                reason (s) there is uncertainty attached to your estimates and
                assumptions.

    Refer
      to the “Commission Guidance Regarding Management’s Discussion and Analysis of
      Financial Condition and Results of Operations” (FR-72) for further
      guidance.

    The
      Company notes the Staff’s comments and advises the Staff that it intends to
      expand its discussion under Critical Accounting Policies and Estimates
      in future filings, to include the following information:

              ●

              There
                is a degree of uncertainty involved in the estimation of the un-guaranteed
                residual values of SFIL’s assets leased under sales-type and direct
                finance leases. Global effects of supply and demand for oil, and
                changes
                in international government regulations cause volatility in the spot
                market for used vessels. Where assets are held until the end of their
                useful lives, the un-guaranteed residual value (scrap value) will
                fluctuate with the price of steel and any changes in laws related
                to the
                ship scrapping process, commonly known as ship
                breaking.

              ●

              The
                Company estimates the un-guaranteed residual value of its assets
                at the
                end of the leases by calculating depreciation in accordance with
                its
                accounting policies over the estimated useful life of the asset.
                Discussion of the Company’s policy on depreciation is expanded under point
                12 below.

              ●

              Residual
                values are reviewed at least annually to assure that original estimates
                remain appropriate. To date, SFIL has not changed its original estimates;
                however it is possible that future events and circumstances could
                cause us
                to change our estimates.

              ●

              The
                implicit rate of return for each of the Company’s leases is derived,
                according to FASB 13 paragraph 5k, from the fair value of the asset
                at the
                lease inception (which is either the cost of the asset if acquired
                from an
                unrelated third party, or independent valuation if acquired from
                a related
                party), the minimum contractual lease payments and the estimated
                residual
                values.

    The
      Company advises the Staff supplementally that it has considered the question
      of
      how accurate its estimates have proved in the past. None of the leases has
      run
      to term.  Accordingly, the Company does not have sufficient experience
      to date to comment on the accuracy of its estimates of the un-guaranteed
      residual values of its leased assets.  The Company expects to continue
      monitoring this issue, and will provide appropriate disclosure when the basis
      for such disclosure is available.

          Mr.
            Michael Fay

          Securities
            and Exchange Commission

          Page 5

    Results
      of Operations

              4.

              We
                note that your reported profit-sharing revenue decreased significantly
                in
                fiscal years 2005 and 2006, despite an increase in the number of
                vessels
                that have transitioned into operation under their charter agreements
                with
                Frontline Charterers.  You have attributed the decline in profit
                sharing revenue to the decrease in average TCE revenue earned by
                your
                vessels while employed by Frontline Charterers.  To the extent
                known, please tell us and expand your discussion in MD&A to discuss
                the underlying factors which have resulted in the decline in TCE
                revenue
                earned by your vessels that are employed by Frontline
                Charterers.

    As
      discussed in the Form 20-F, profit sharing revenue is calculated as 20 percent
      of Frontline Charterers’ annual time charter equivalent, or TCE, earnings in
      excess of the daily base charter rate paid to SFIL for lease of its
      vessels.  Total TCE earnings are calculated as the sum of Frontline
      Charterers’ time charter, voyage charter and bareboat charter revenues, less
      voyage expenses for the vessels under lease from the
      Company.  Frontline Charterers’ charter revenues were stable between
      2005 and 2006.  However, voyage expenses, which offset revenues in the
      calculation of TCE earnings, increased between 2005 and 2006, primarily due
      to
      increased fuel prices.

    In
      addition, during 2005, a number of Suezmax vessels were sold and the leases
      with
      Frontline Charterers cancelled.  These vessels were replaced with
      VLCCs, which have a higher daily base charter rate than the
      Suezmaxes.  Because of the higher daily base rate, for a given level
      of earnings, a fleet with more VLCCs earns lower profit sharing
      revenues.

    The
      Company intends to expand its discussion of profit sharing revenues in the
      MD&A accordingly.

    Financial
      Statements - Consolidated Balance Sheets

              5.

              You
                state in the section of your Form 20-F titled “Risks re

Mail Stop 3561
        August 24, 2007

Ole B. Hjertaker
Ship Finance International Limited
14 Par-la-Ville Road
Par-la-Ville Place
Hamilton, HM 08
Bermuda

Re: Ship Finance International Limited
 File No. 001-32199
 Form 20-F:  For the Year Ended December 31, 2006

Dear Mr. Hjertaker:

We have reviewed the above referenced filing and have the following comments.
Unless otherwise indicated, we believe you shoul d revise future filings in response to
these comments.  If you disagree, we will cons ider your explanation as to why a revision
is unnecessary.  Please be as detailed as necessary in your explanation.  We may also ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Ship Finance International Limited
August 24, 2007
Page 2

Form 20-F:  For the Fiscal Year Ended December 31, 2006

Item 5. Operating and Financial Review and Prospects

Overview

Revenues
1. We note that you allocate $6,500 per day from each time charter payment from
Frontline Charterers as finance lease se rvice revenue generated by your vessels.
Please tell us the reason that this amount is disaggregated and recorded as revenue
prior to allocating the charter payments (received) between fina nce lease interest
income and finance lease repayment.  Please cite any accounting literature that you believe supports your accounting treatment. As a part of your response, please describe the nature of the separate  services that you provide which result in
the recognition of finance lease service revenue.
2. We note that you have cancelled certain char ters with Frontline and agreed to pay
compensation to them as a result.  Please  tell us the type of leases you cancelled
(sales-type, direct fina ncing, or operating), whethe r your lease arrangements
provided for such compensation, how amounts were determined, and how you accounted for the compensation.

Critical Accounting Policies and Estimates

Revenue Recognition
3. We note that 48 of your company’s vessel charters were accounted for as sales-
type leases as of December 31, 2006.  We  also note that a)  the estimated un-
guaranteed residual value accruing to the benefit of the lessor and b) the implicit interest rate (of your leases), which is applied to determine the present value of
both the minimum lease payments and th e un-guaranteed residual value of your
sales-type leases, are important estim ates when determining the amount of
unearned income that should be recorded under sales-type  leases.  Due to i) the
significance of the aforementioned estimates  to the amount of income that will
ultimately be recognized under your sale s-type leases and ii) the degree of
judgment and subjectivity involved with ma king such estimates, please tell us and
expand your discussion of revenue rec ognition in the “Critical Accounting
Policies and Estimates” section of MD&A to disclose information including, but
not limited to, the following:

• The manner in which management determ ines the un-guaranteed residual value
of assets leased under sales-type leases.
• The manner in which management determines the implicit interest rate which is

Ship Finance International Limited
August 24, 2007
Page 3

applied to determine the present value of both the minimum lease payments and
the un-guaranteed residual value associated with your sales-type leases.
• How accurate your estimates of the un-guaranteed residual value of your leased
assets have been in the past.
• Whether your estimates and assumptions ha ve changed in the past and/or likely
to change in the future.
• The reason(s) there is uncertainty attach ed to your estimates and assumptions.

Refer to the “Commission Guidance Rega rding Management’s Discussion and
Analysis of Financial Condition and Resu lts of Operations” (FR-72) for further
guidance.

Results of Operations
4. We note that your reported profit-sharing re venue decreased significantly in fiscal
years 2005 and 2006, despite an increase in  the number of ve ssels that have
transitioned into operation under their charter agreements with Frontline
Charterers.  You have attributed the d ecline in profit sharing revenue to the
decrease in the average TCE revenue earned by your vessels while employed by
Frontline Charterers.  To the extent known, please tell us and expand your discussion in MD&A to discuss the underl ying factors which have resulted in the
decline in TCE revenue earned by your vessels that are employed by Frontline Charterers.

Financial Statements

Consolidated Balance Sheets
5. You state in the section of your Form 20-F titled “Risks relating to our Company”
that your loan facilities c ontain financial covenants that require you to maintain
available cash on a consolidated basis of not less than $25 million.  However, we
note that your balance sheet only refl ects a restricted cash balance of
approximately $12.9 million.  Furthermore, based upon your disclosure in Footnote 8 to your financial statements, it a ppears that the restri cted cash reflected
in your balance sheet is pr imarily comprised of deposits  held as collateral by
certain banks in connection with your  interest rate swap and bond swap
arrangements.  In this regard, please tell us why the $25 million of cash that you are required to maintain in connection w ith the financial covenants to your loan
facilities have not been incl uded in your restricted cash balance.  As a part of your
response, please specifica lly state whether you are
legally  restricted from the use
of this cash as a result of your financia l covenants or any other terms contained
within your loan facilities.

Ship Finance International Limited
August 24, 2007
Page 4

Consolidated Statements of Cash Flows
6. We note that the operating activities secti on of your consolidated statement of
cash flows for the fiscal year ended De cember 31, 2006 includes an adjustment
for the gain on sale of assets of a pproximately $26.5 million.  However, we note
that your consolidated statement of operat ions for the fiscal year ended December
31, 2006 only reflects a “Profit / (loss) on sale of assets” of approximately $9.8
million.  Please reconcile between the am ounts disclosed in your statement of
cash flows and your statement of operations .  Alternatively, if the aforementioned
amounts are unrelated, please disclose the caption in the statement of operations
that includes the gain on the sale of assets.  In addition, please expand the
footnotes to your financial statements to include all other disclosures outlined in
paragraph 47 of SFAS No. 144.
7. We note that the cash outflows associated with deemed dividends paid have been
reported in the financing activities sections  of your consolidated statements of
cash flows.  However, we are unclear as  to where you have reported i) the cash
inflows related to revenues generated unde r third-party charter agreements, which
are ultimately paid back out to Frontline as the deemed  dividend payments or ii)
the cash inflows from deemed equity c ontributions received, which relate to
charter revenues received from Frontline Charterers prior to their charter
agreements becoming effective for accounting purposes.  As such, please tell us where the aforementioned cash flows have been classified in your statement of cash flows and your rationale behind such classification.  Please cite any accounting literature which you believe s upports your conclusions.  Furthermore,
to the extent that neither of the aforementioned items have been classified as cash
flows from financing activit ies, please tell us why you believe financing activities
is the appropriate section of the cash flow  statement to classify deemed dividends
paid, which reflect the pa ss-through of revenues genera ted under the third-party
charter agreements.

Notes to the Consolidated Financial Statements

2. Accounting Policies

Leases
8. We note that you classify vessel leases for which you are the lessor as either
finance leases or operating leases base d on an assessment of the terms of each
lease.  We also note from Footnote 11 to  your financial statem ents that 48 of your
company’s vessel charters were accounted fo r as sales type leases as of December
31, 2006.  As your leases to Frontline Charte rers range in length from six to 20
years, please describe in detail how you determined the appropriate accounting treatment for your shorter leases to Frontline  Charterers.  We note that the criteria
outlined in paragraphs 7(c) and 7(d) of SFAS No. 13 should not be used to

Ship Finance International Limited
August 24, 2007
Page 5

determine the appropriate lease classificat ion if the beginning of the lease term
falls within the last 25 percent of the total estimate life of the leased property,
including earlier years of use.
9. We note that the majority of your vessels  have been acquired from Frontline Ltd.
and chartered back to subsidiaries of Frontline Ltd. (the “Frontline Charterers”) under charter arrangements that became economically effective January 1, 2004
(the approximate timing of acquisition).  In this regard, tell us whether you
believe that the vessels acquired from Frontline Ltd., and subsequently chartered
back to Frontline Charterers, qualify for sale-leaseback accounting treatment.  Please cite any accounting literature wh ich you have relied upon to reach your
conclusion.  To the extent that you belie ve the acquisitions of vessels from
Frontline Ltd. and subsequent charters of the same vessels back to Frontline Charterers qualify as sale-leaseback transactions, please tell us why the
subsequent charters have been classified as sales-type leases, as opposed to, direct
financing leases.  Please refer to pa ragraph 34 of SFAS No. 13 for further
guidance.
10. Assuming sufficient response to the comme nts above regarding your treatment of
your leases to the Frontline Charterers as  sales-type leases, please tell us how your
policies regarding revenue and expense r ecognition comply with paragraph 17(c)
of SFAS No. 13.  In this regard, please te ll us i) how you have determined the
sales prices and costs of your vessels which have b een leased to Frontline
Charterers and ii) where th e sales prices and costs of your vessels have been
reflected in your financial statements.

11. Investments in Finance Leases
11. Please disclose the minimum lease payments  to be received from your sales-type
leases for each of the five succeeding fis cal years as of the date of your latest
balance sheet that has been presented.  Refer to the requirements of paragraph
23(a)(ii) of SFAS No. 13.

20. Subsequent Events
12. We note that certain of your vessels that  are being acquired and chartered back on
a bareboat charter basis include fixed pr ice purchase options throughout the term
of the charter agreement.  Please tell us how the purchas e options contained in the
charter agreements are expected to impact the carrying value of the related assets
(i.e. investment in finance leases ba lance or plant, pr operty, and equipment
balance, depending upon the type of lease) .  In this regard, please tell us i)
whether the fixed purchase prices of the vessels are expected to be exceed, be
equal to, or be below the carrying valu e of the respective vessels when the
purchase options become exercisable and ii) your intended accounting treatment,

Ship Finance International Limited
August 24, 2007
Page 6

to the extent that the carrying value of  the respective assets will exceed the
respective vessels’ purchase prices, when the purchase options become
exercisable.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  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.

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

‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeffrey Sears at 202-551-3302 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3812.

Sincerely,

Michael Fay
Branch Chief