SecProbe.io

CORRESP
 1
 filename1.htm

 TOP Ships Inc.

 20 Iouliou Kaisara Str

 19002 Paiania

 Athens, Greece

 September 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 TOP Ships Inc.

 Registration Statement on Form F-3

 Originally filed on September 12, 2025

 File No. 333-290238

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the
above captioned Registration Statement on Form F-3, that was originally filed with the U.S. Securities and Exchange Commission on September
12, 2025, be accelerated so that it will be made effective at 4:00 p.m. Eastern time on September 30, 2025, or as soon thereafter as practicable,
pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the " Act ").

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

 Should you have any questions regarding this request, please do not hesitate
to contact Will Vogel at (212) 922-2280 of Watson Farley & Williams LLP, counsel to the undersigned registrant.

 Yours truly,

 TOP SHIPS INC.

 By:
 /s/ Evangelos Pistiolis

 Name: Evangelos Pistiolis

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 2025

Evangelos J. Pistiolis
Chief Executive Officer
TOP Ships Inc.
20 Iouliou Kaisara Str,
19002 Paiania, Athens, Greece

 Re: TOP Ships Inc.
 Registration Statement on Form F-3
 Filed September 12, 2025
 File No. 333-290238
Dear Evangelos J. Pistiolis:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

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

CORRESP
1
filename1.htm

Top
Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

December 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-3

    Originally filed on November 18, 2022

    File No. 333-268475

Ladies and Gentlemen:

The undersigned registrant hereby
requests that the effectiveness of the above captioned Registration Statement on Form F-3, that was originally filed with the U.S. Securities
and Exchange Commission on November 18, 2022, be accelerated so that it will be made effective at 4:00 p.m. Eastern time on December 16,
2022, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

Should you have any questions
regarding this request, please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson (212) 922-2258 of Watson Farley
& Williams LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
    /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

    December 2, 2022

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

              Re:

              Top Ships Inc.

                Registration Statement on Form F-1, as amended

                Originally filed on September 22, 2022

                File No. 333-267545

    Ladies and Gentlemen:

      Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
        as amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Friday, December 2, 2022, or
        as soon thereafter as may be practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated December 1, 2022 have
      been distributed to prospective dealers, institutional investors, retail investors and others.

    The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Clifford A. Teller

            Name: Clifford A. Teller

            Title: Co-President

CORRESP
1
filename1.htm

      TOP Ships Inc.

      1 Vas. Sofias and Meg. Alexandrou Str.

      15124 Maroussi

      Greece

    December 2, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

              Re:

              Top Ships Inc.

                Registration Statement on Form F-1, as amended

                Originally filed on September 22, 2022

                File No. 333-267545

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-1, as amended, that was originally filed with the U.S. Securities and Exchange Commission on
      September 22, 2022, be accelerated so that it will be made effective at 5:00 p.m. Eastern time on December 2, 2022, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

    Should you have any questions regarding this request, please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson at (212) 922-2258, each of Watson Farley & Williams LLP, counsel to the
      undersigned registrant.

             Yours truly,

             TOP SHIPS INC.

            By:

            /s/ Evangelos Pistiolis

            Name: Evangelos Pistiolis

            Title:   Chief Executive Officer

CORRESP
1
filename1.htm

November 30, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       Top
Ships Inc.

Registration Statement on Form F-1, as amended

Originally filed on September 22, 2022

File No. 333-267545

Ladies and Gentlemen:

On November 28, 2022, Maxim Group LLC, as placement
agent, along with the above referenced registrant, requested acceleration of the effectiveness of the above-captioned Registration Statement
on Form F-1 so that it would be made effective on November 30, 2022. The undersigned hereby withdraws such request.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Co-President

CORRESP
1
filename1.htm

Top
Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

November 30, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-1, as amended

    Originally filed on September 22, 2022

    File No. 333-267545

Ladies and Gentlemen:

On November 28, 2022, the undersigned registrant requested
acceleration of the effectiveness of the above-captioned Registration Statement on Form F-1 so that it would be made effective on November
30, 2022. The undersigned registrant hereby withdraws such request.

Should you have any questions regarding this letter,
please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson at (212) 922-2258, each of Watson Farley & Williams
LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
    /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

United States securities and exchange commission logo
November 28, 2022
Evangelos J. Pistiolis
Director, President and Chief Executive Officer
TOP Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str
15124 Maroussi, Greece
Re:TOP Ships Inc.
Registration Statement on Form F-3
Filed November 18, 2022
File No. 333-268475
Dear Evangelos J. Pistiolis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Laura Nicholson, Special
Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

CORRESP
1
filename1.htm

November 28, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       Top Ships Inc.

Registration Statement on Form F-1, as amended

Originally filed on September 22, 2022

File No. 333-267545

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time,
on Wednesday, November 30, 2022, or as soon thereafter as may be practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that copies of the Preliminary Prospectus dated October 20, 2022 have been distributed to prospective
dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Co-President

CORRESP
1
filename1.htm

Top
Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

November 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-1, as amended

    Originally filed on September 22, 2022

    File No. 333-267545

Ladies and Gentlemen:

The undersigned registrant
hereby requests that the effectiveness of the above captioned Registration Statement on Form F-1, as amended, that was originally filed
with the U.S. Securities and Exchange Commission on September 22, 2022, be accelerated so that it will be made effective at 9:00 a.m.
Eastern time on November 30, 2022, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended
(the "Act").

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

Should you have any questions regarding this request, please do not hesitate to contact Will
Vogel at (212) 922-2280 or Todd Johnson at (212) 922-2258, each of Watson Farley & Williams LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
    /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

Top
Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

November 17, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-1, as amended

    Originally filed on September 22, 2022

    File No. 333-267545

Ladies and Gentlemen:

On November 16, 2022, the undersigned
registrant requested acceleration of the effectiveness of the above captioned Registration Statement on Form F-1, as amended, so that
it would be made effective at 9:00 a.m. Eastern time on November 18, 2022, or as soon thereafter as practicable, pursuant to Rule 461(a)
of the Securities Act of 1933, as amended. In accordance with our telephonic advice to you through our counsel, we hereby withdraw our
request for acceleration at the aforementioned effective date.

Thank you for the Staff’s
cooperation in connection with this matter. Should you have any questions regarding this request, please do not hesitate to contact Will
Vogel at (212) 922-2280 or Todd Johnson (212) 922-2258 of Watson Farley & Williams LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
    /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

November 17, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Top Ships Inc.

    Registration Statement on Form F-1, as amended

    Originally filed on September 22, 2022

    File No. 333-267545

Ladies and Gentlemen:

As the placement
agent of the proposed offering of Top Ships Inc. (the “Company”),
we hereby withdraw our prior letter to join the acceleration request of the Company dated November 16, 2022 for the above-referenced Registration
Statement

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

    Title: Co-President

CORRESP
1
filename1.htm

November 16, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       Top Ships Inc.

Registration Statement on Form F-1, as amended

Originally filed on September 22, 2022

File No. 333-267545

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time,
on Friday, November 18, 2022, or as soon thereafter as may be practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that copies of the Preliminary Prospectus dated October 20, 2022 have been distributed to prospective
dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Co-President

CORRESP
1
filename1.htm

Top Ships Inc.

1 Vas. Sofias and Meg. Alexandrou Str.

15124 Maroussi

Greece

November 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-1, as amended

    Originally filed on September 22, 2022

    File No. 333-267545

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness
of the above captioned Registration Statement on Form F-1, as amended, that was originally filed with the U.S. Securities and Exchange
Commission on September 22, 2022, be accelerated so that it will be made effective at 9:00 a.m. Eastern time on November 18, 2022, or
as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

Should you have any questions regarding this request,
please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson (212) 922-2258 of Watson Farley & Williams LLP, counsel
to the undersigned registrant.

Yours truly,

TOP SHIPS INC.

By:   /s/ Evangelos Pistiolis                                  

Name: Evangelos Pistiolis

Title: Chief Executive
Officer

CORRESP
1
filename1.htm

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Washington, D.C.

Our Reference  32408.50008/US/80842236v2

November 3, 2022

TOP Ships Inc.

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

Filed October 20, 2022

File No. 333-267545

Ladies and Gentlemen:

On behalf of TOP Ships Inc. (the “Company”), we respond
as follows to the comment letter dated November 1, 2022 (the “Comment Letter”), relating to the Amendment No. 1 to
the Company’s Registration Statement on Form F-1 (File No. 333-267545) filed on October 20, 2022 (the “Registration Statement”).

Capitalized terms used in this letter that are not otherwise
defined herein have the meanings ascribed to them in the Registration Statement. The following sets forth for your convenience the comment
included in the Comment Letter followed by the Company’s response.

Cover Page

 1 We note your response to prior comment 1 that the Units may be offered on a delayed or continuous basis,
and note that you have not disclosed the offering price of the Units in your prospectus. Please tell us your basis for determining that
the Units may be offered on a delayed or continuous basis. Refer to Securities Act Rules 415, 424 and 430A.

Page 2

The Company intends to conduct the offering of Units on a continuous
basis in reliance on Rule 415(a)(1)(ix) of the Securities Act. Consistent with the plan of distribution disclosed in the prospectus and
the form of Placement Agency Agreement filed as an exhibit to the Registration Statement, the offering of Units will commence immediately
upon effectiveness and will be made on a continuous basis at a fixed price for the duration of the offering, which may continue for a
period in excess of 30 days from the date of initial effectiveness of the Registration Statement, in accordance with Rule 415(a)(1)(ix).
Although the Registration Statement discloses the Company’s expectation that the Units will be issued in a single closing, the plan
of distribution and form of Placement Agency Agreement contemplate that sales in the offering may be settled in one or more closings.
At each such investor’s option, the Company may enter into one or more securities purchase agreements, materially in the form filed
as an exhibit to the Registration Statement, directly with investors who purchase our securities in this offering. The public offering
price and other information dependent on the offering price will be omitted from the prospectus at the time it is declared effective in
reliance on Rule 430A(a) of the Securities Act and will be contained in a prospectus supplement filed pursuant to Rule 424(b) of the Securities
Act within fifteen business days after effectiveness of the Registration Statement, in accordance with Rule 430A(a)(3), and no later than
the second business day following the date of determination of the offering price, in accordance with Rule 424(b)(1).

* * * * *

If you have any questions or comments concerning this letter, please do
not hesitate to contact the undersigned at 212-922-2280 or by email at wvogel@wfw.com.

Yours sincerely

Watson Farley & Williams
LLP

  By:
  /s/ Will Vogel

  Will Vogel

cc: Alexandros Tsirikos, Chief Financial Officer, TOP Ships Inc.

United States securities and exchange commission logo
November 1, 2022
Evangelos Pistiolis
Chief Executive Officer
TOP Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str.
15124 Maroussi, Greece
Re:TOP Ships Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 20, 2022
File No. 333-267545
Dear Evangelos Pistiolis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed October 20, 2022
Cover Page
1.We note your response to prior comment 1 that the Units may be offered on a delayed or
continuous basis, and note that you have not disclosed the offering price of the Units in
your prospectus.  Please tell us your basis for determining that the Units may be offered
on a delayed or continuous basis.  Refer to Securities Act Rules 415, 424 and 430A.

 FirstName LastNameEvangelos Pistiolis
 Comapany NameTOP Ships Inc.
 November 1, 2022 Page 2
 FirstName LastName
Evangelos Pistiolis
TOP Ships Inc.
November 1, 2022
Page 2
            You may contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707, or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

CORRESP
1
filename1.htm

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    Washington, D.C.

    Attention: Timothy Levenberg

    Our Reference  32408.50008/US/80841329v3

October 19, 2022

TOP Ships Inc.

Registration Statement on Form F-1 (File No.
333-267545)

Filed September 22, 2022

Dear Mr. Levenberg:

On behalf of TOP Ships Inc. (the “Company”),
we respond as follows to your comments conveyed by telephone on October 14, 2022 (the “Comments”), relating to the
Company’s Registration Statement on Form F-1 (File No. 333-267545) filed on September 22, 2022 (the “Original Registration
Statement”).

The Company is today submitting via EDGAR this
letter and filing contemporaneously its amended registration statement on Form F-1 (the “Amended Registration Statement”),
which includes changes responsive to the Comments. The Amended Registration Statement also includes updates related to the passage of
time. In addition, pursuant to your telephone communications on October 14, 2022, the Company notes that each exhibit identified in the
exhibit list of the Original Registration Statement as “to be filed either as an amendment to this Registration Statement or as
an exhibit to a report of the Registrant filed pursuant to the Exchange Act and incorporated by reference into this Registration Statement"
will be filed as an exhibit to the Amended Registration Statement, and notes also that the Company intends that FINRA will, prior to effectiveness
of the registration statement, provide a No Objection Letter with respect to the compensation arrangements described in the Amended Registration
Statement.

Capitalized terms used in this letter that are
not otherwise defined herein have the meanings ascribed to them in the Amended Registration Statement. Please note that for your convenience,
we have recited each of the the Comments below and provided the Company’s response to each request immediately thereafter.

      Page 2

Cover
Page

 1 Please tell us whether the registrant will offer the Units at a fixed price and confirm our understanding
that the Units will not be offered on a delayed or continuous basis.

In response to this Comment, the Company has revised the cover page of the Amended Registration Statement to reflect that the Units will
be offered at a fixed price. While the Amended Registration Statement discloses the Company’s expectation that the Units will be
issued in a single closing and the offering of Units will terminate two trading days after the Company first enters into a securities
purchase agreement relating to the offering, to the extent that expectation is not realized, the Units may be offered on a delayed or
continuous basis.

Part I,
Documents incorporated by reference, page 59

 2 Please ensure that the amended registration statement includes financial statements that are sufficiently
current to comply with the requirements of Item 8.A of Form 20-F. See Form F-1, Items 4A and 5. In that regard, we note that the Form
6-K containing interim results and furnished on September 27, 2022 does not identify this registration statement under “Information
Contained In This 6-K Report.”

In response to this
Comment, the Company has amended the section entitled “Documents Incorporated by Reference” to incorporate by reference into
the Amended Registration Statement the Form 6-K containing interim results filed on September 27, 2022.

If you have any questions, please do not hesitate
to contact Will Vogel at the undersigned at 212-922-2280 or by email at wvogel@wfw.com.

Yours sincerely

Watson
Farley & Williams LLP

    By:
    /s/ Will Vogel

    Will Vogel

cc: Alexandros Tsirikos, Chief Financial Officer,
TOP Ships Inc.

CORRESP
1
filename1.htm

Top Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

September 9, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-3

    Originally filed on August 31, 2022

    File No. 333-267170

Ladies and Gentlemen:

The undersigned registrant hereby
requests that the effectiveness of the above captioned Registration Statement on Form F-3, that was originally filed with the U.S. Securities
and Exchange Commission on August 31, 2022, be accelerated so that it will be made effective at 4:00 p.m. Eastern time on September 13,
2022, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

Should you have any questions
regarding this request, please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson (212) 922-2258 of Watson Farley
& Williams LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
    /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

United States securities and exchange commission logo
September 8, 2022
Evangelos Pistiolis
Chief Executive Officer
Top Ships Inc.
1 Vasilisis Sofias & Megalou Alexandro St
15124 Maroussi, Greece
Re:Top Ships Inc.
Registration Statement on Form F-3
Filed August 31, 2022
File No. 333-267170
Dear Mr. Pistiolis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

CORRESP
1
filename1.htm

Top Ships Inc.

1 Vas. Sofias and Meg.
Alexandrou Str.

15124 Maroussi

Greece

July 12, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Top Ships Inc.

    Registration Statement on Form F-1

    Originally filed on July 1, 2022

    File No. 333-266002

Ladies and Gentlemen:

The undersigned registrant hereby
requests that the effectiveness of the above captioned Registration Statement on Form F-1, that was originally filed with the U.S. Securities
and Exchange Commission on July 1, 2022, be accelerated so that it will be made effective at 4:00 p.m. Eastern time on July 14, 2022,
or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

Should you have any questions
regarding this request, please do not hesitate to contact Will Vogel at (212) 922-2280 or Todd Johnson (212) 922-2258 of Watson Farley
& Williams LLP, counsel to the undersigned registrant.

    Yours truly,

    TOP SHIPS INC.

    By:
       /s/ Evangelos Pistiolis

    Name: Evangelos Pistiolis

    Title: Chief Executive Officer

United States securities and exchange commission logo
July 12, 2022
Evangelos Pistiolis
Chief Executive Officer
Top Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str.
15124 Maroussi, Greece
Re:Top Ships Inc.
Registration Statement on Form F-1
Filed July 1, 2022
File No. 333-266002
Dear Mr. Pistiolis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Vogel, Esq.

CORRESP
1
filename1.htm

      TOP SHIPS INC.

      1 Vas. Sofias and Meg. Alexandrou Str

      15124 Maroussi

      Greece

    Telephone: +(30) 210-8128180

            January 16, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

              Re:

                TOP Ships Inc.

    Registration Statement on Form F-1 (File No. 333-234744)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission on November 18, 2019, as amended, be accelerated so that it will be made effective at 9:00 a.m. Eastern Time on Tuesday, January 21, 2020, or as soon thereafter as practicable, pursuant to Rule 461(a)
      of the Securities Act of 1933, as amended (the “Act”).

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

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

            Yours truly,

            TOP SHIPS INC.

            By:

            /s/ Evangelos J. Pistiolis

            Name: Evangelos J. Pistiolis

            Title:   Chief Executive Officer

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

            January 14, 2020

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, D.C. 20549

    Attn: Karina Dorin, Staff Attorney

              Re:

                TOP Ships Inc.

                  Amendment No. 2 to Registration Statement on Form F-1

                  Filed January 8, 2020

                  File No. 333-234744

    Dear Ms. Dorin:

    In response to discussions with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
      Company’s registration statement on Form F-1 (the “Form F-1”) that was initially filed via EDGAR on November 18, 2019 and thereafter amended on December 27, 2019 and January 8, 2020, the Company has added disclosure to the Form F-1 relating to the
      compensation of the directors and officers of the Company during fiscal year 2019. The Company has today filed via EDGAR this letter, together with its third amended Form F-1 (“Amendment No. 3”), which includes the added disclosure relating to
      compensation on page 5 and certain other updates for the passage of time.

    *********

    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

    cc:          Evangelos Pistiolis

    TOP Ships Inc.

January 6, 2020
Evangelos J. Pistiolis
Chief Executive Officer
TOP Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str.
15124 Maroussi, Greece
Re:TOP Ships Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 27, 2019
File No. 333-234744
Dear Mr. Pistiolis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 13, 2019 letter.
Amendment No. 1 to Form F-1
General
1.We note your response to prior comment 3.  Please revise the prospectus to state clearly
whether you intend for the exclusive forum provision to apply to actions arising under
U.S. federal securities laws.

 FirstName LastNameEvangelos J. Pistiolis
 Comapany NameTOP Ships Inc.
 January 6, 2020 Page 2
 FirstName LastName
Evangelos J. Pistiolis
TOP Ships Inc.
January 6, 2020
Page 2
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or, in her absence,
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Gary Wolfe

December 13, 2019
Evangelos J. Pistiolis
Chief Executive Officer
TOP Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str.
15124 Maroussi, Greece
Re:TOP Ships Inc.
Registration Statement on Form F-1
Filed November 18, 2019
File No. 333-234744
Dear Mr. Pistiolis:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Selling Shareholders, page 20
1.It appears that you are registering the common shares, including shares underlying
warrants, pursuant to a provision of the November 6, 2019 Securities Purchase
Agreement.  Please expand your disclosure to also quantify the number of shares
outstanding prior to these transactions, the percentage of shares issued and issuable in
connection with these transactions, and the number of common shares outstanding held by
persons other than the selling shareholders and its affiliates, and the company and their
affiliates. To the extent that any of the selling shareholders previously purchased or sold a
material amount of your shares during the past three years, please revise to discuss the
particulars.

 FirstName LastNameEvangelos J. Pistiolis
 Comapany NameTOP Ships Inc.
 December 13, 2019 Page 2
 FirstName LastName
Evangelos J. Pistiolis
TOP Ships Inc.
December 13, 2019
Page 2
2.Please expand your tabular disclosure or the footnotes to separately disclose the number of
common shares presently owned by each selling shareholder, including any shares
purchased in your registered offering on November 7, 2019, and the number of common
shares underlying the warrants held by each selling shareholder. See Item 9.D of Form 20-
F.
Description of Share Capital
Shareholders' Derivative Actions, page 27
3.We note that your forum selection provision identifies the High Court of the Republic of
the Marshall Islands as the exclusive forum for certain litigation, including any "derivative
action."  Please disclose whether this provision applies to actions arising under the U.S.
federal securities laws.  If the provision applies to claims under the U.S. federal securities
laws, please also revise your prospectus to state that investors cannot waive compliance
with the federal securities laws and the rules and regulations promulgated thereunder.  In
addition, please provide risk factor disclosure describing any risks to investors, including
that there is uncertainty as to whether a court would enforce such provision, potential
increased costs to bring a claim, and that these provisions can discourage claims or limit
shareholders´ ability to bring a claim in a judicial forum that they find favorable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or, in her
absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Gary Wolfe

CORRESP
1
filename1.htm

      TOP SHIPS INC.

      1 Vas. Sofias and Meg. Alexandrou Str

      15124 Maroussi

      Greece

    Telephone: +(30) 210-8128180

            November 1, 2019

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            TOP Ships Inc.

            Registration Statement on Form F-3 (File No. 333-234281)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form
      F-3 filed with the U.S. Securities and Exchange Commission on October 21, 2019 be accelerated so that it will be made effective at 5:00 p.m. Eastern Time on Monday, November 4, 2019, or as soon thereafter as practicable, pursuant to Rule 461(a) of
      the Securities Act of 1933, as amended (the “Act”).

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

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

            Yours truly,

            TOP SHIPS INC.

            By:

            /s/ Evangelos J. Pistiolis

            Name: Evangelos J. Pistiolis

            Title:   Chief Executive Officer

October 31, 2019
Evangelos J. Pistiolis
Chief Executive Officer
TOP SHIPS INC.
1 Vas. Sofias and Meg. Alexandrou Str
15124 Maroussi, Greece
Re:TOP SHIPS INC.
Registration Statement on Form F-3
Filed October 21, 2019
File No. 333-234281
Dear Mr. Pistiolis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Gary Wolfe

CORRESP
1
filename1.htm

      TOP SHIPS INC.

      1 Vas. Sofias and Meg. Alexandrou Str

      15124 Maroussi

      Greece

    Telephone: +(30) 210-8128180

    September 10, 2019

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            TOP Ships Inc.

            Registration Statement on Form F-1 (File No. 333-232851)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form F-1 filed with the
      U.S. Securities and Exchange Commission on July 26, 2019, as thereafter amended, be accelerated so that it will be made effective at 9:10 a.m. Eastern Time on Wednesday, September 11, 2019, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

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

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

            Yours truly,

            TOP SHIPS INC.

            By:

            /s/ Evangelos J. Pistiolis

            Name: Evangelos J. Pistiolis

            Title:   Chief Executive Officer

      September 10, 2019

      VIA EDGAR

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

      Attn:Theresa Brillant

              Re:

              TOP Ships Inc.

              Registration Statement on Form F-1, as amended (File No. 333-232851)

      Ladies and Gentlemen:

      As the underwriter of the proposed offering of TOP Ships Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 9:10 a.m.,
          Eastern Time, on September 11, 2019, or as soon thereafter as is practicable.

        The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

              Very truly yours,

              Maxim Group LLC

              By:

              /s/ Clifford A. Teller

              Name: Clifford A. Teller

                Title: Head of Investment Banking, Executive Managing Director

July 31, 2019
Alexandros Tsirikos
Chief Financial Officer
Top Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str,
15124 Maroussi, Greece
Re:Top Ships Inc.
Form F-1
Filed July 26, 2019
File No. 333-232851
Dear Mr. Tsirikos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Theresa Brillant at 202-551-3307 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK   10004

WRITER'S DIRECT
DIAL
(212) 574 -1223  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 23, 2016

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:                           Laura Nicholson
  Re: Top Ships Inc.
Post-Effective Amendment to Form F -1
Filed May 9, 2016
File No. 333 -194690

Dear Ms. Nicholson:
Reference is made to the post -effective amendment filed on May 9, 2016, relating to Form  F-1 (333 -
194690) (the " Post-Effective Amendment ") by Top Ships Inc. (the " Company ") in connection with the registration
of the Company's common stock, par value $0.01 per share (the " Common Shares "), preferred stock purchase rights,
warrants (the " Warrant s"), Common Shares underlying the warrants, underwriters' warrants (the " Underwriters'
Warrants ") to purchase Common Shares and Common Shares underlying the underwriters' warrants.   By letter dated
May 25, 2016 (the " Comment Letter "), the Staff (the " Staff ") of the U.S. Securities and Exchange Commission (the
"Commission ") has provided its comments to the Registration Statement.
This letter sets forth the response of the Company to the Comment Letter.   The Company has today filed
via EDGAR its Post -Effective Amendment No. 2 (the " Post-Effective Amendment No. 2 "), which responds to the
Staff's comments contained in the Comment Letter. Post -Effective Amendment No. 2 also includes certain updates
related to the  passage of time.
Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to
them in Post -Effective Amendment No. 2. The following numbered paragraphs correspond to the numbered
paragraphs in the Comment Lette r. For your convenience, each response is prefaced by the exact text of the Staff's
corresponding comment in bold text. We will also supplementally provide the Staff with a redline of Post -Effective
Amendment No. 2 showing changes made from the Post -Effect ive Amendment. Page numbers referenced are to
Post-Effective Amendment No. 2.
General
 1. We note that your post -effective amendment relates
to the registration statement on Form F -1 (333 -

194690) in which you calculated the fee based on the
maximum a ggregate offering price using Rule
457(o) of the Securities Act.   It appears that in your
prospectus supplement filed pursuant to Rule
424(b)(4) of the Securities Act on June 9, 2014 you
increased the offering value by increasing the
number of shares offer ed.  Please tell us why you
believe it was not necessary to file a new
registration statement to cover the additional
securities offered and to pay a filing fee for the
increased value of the offering.   Refer to Rule
413(a) of the Securities Act. In additi on, please
provide your analysis as to why it is appropriate to
include 4,693,700 common shares in the post -
effective amendment.

Securities and Exchange Commission
Page 2

The Company paid $4,588.50 in filing fees with the registration statement on Form F -1 (333 -194690) (the
"Registration Statement ") registering $35,625,000 worth of securities under Rule 457(o) and Rule 457(g) of the
Securities Act.   This was also the amount indicated on the originally filed Registration Statement, Pre -Effective
Amendment No. 1 and Pre -Effective Amendment No. 2 to t he Registration Statement.   Attached hereto as Exhibit A
is the Company's Securities and Exchange Commission Account Activity Statement for the period ending April 30,
2014, which reports the fee paid to the Commission in connection with the Registration S tatement.
The Company inadvertently reported on Pre -Effective Amendment No. 3 to the Registration Statement, the final
amendment of the Registration Statement filed with the Commission prior to effectiveness, that it paid a filing fee of
$4,284 to the Comm ission, which registered $33,262,469 worth of securities, which was less than the actual amount
paid and registered by the Company.   Specifically the fee table was divided into three categories which consisted of
the following: $20,007,500 worth of Common Shares pursuant to Rule 457(o) of the Securities Act; $12,504,688
worth of Common Shares underlying the Warrants pursuant to Rule 457(g) of the Securities Act; and $750,281
worth of Common Shares underlying the Underwriters' Warrants pursuant to Rule 457(g ).
The maximum offering price calculated on the Registration Statement pursuant to Rule 457(o) was based on the last
reported sales price of the Common Shares of $3.02 per share as reported on the Nasdaq Global Select Market on
June 3, 2014.   The actual sa les price of the Common Shares represented on the prospectus supplement filed on June
9, 2014, was $2.00 per share for the 10,000,000 Common Shares sold in the offering.   This decrease in the sales
price per Common Share resulted in a maximum aggregate off ering price that was less than the $20,007,500 worth
of Common Shares reported as registered on Pre -Effective Amendment No. 3 to the Registration Statement.
The maximum offering prices calculated on the Registration Statement pursuant to Rule 457(g) for th e Common
Shares underlying the Warrants and Underwriters' Warrants were based on the exercise prices of $2.50 for the
Warrants and Underwriters' Warrants.   The Warrant Agreement contains provisions that require that the total
proceeds from the Warrants rem ain the same regardless of any adjustments to the exercise price. The Underwriters'
Warrants contain provisions that result in corresponding adjustments between the exercise price and the shares
issuable upon exercise that result in the same amount of tota l proceeds received by the Company.   The 5,000,000
Common Shares originally underlying the Warrants and the 300,000 Common Shares originally underlying the
Underwriters' Warrants at an exercise price of $2.50 per warrant, which was registered pursuant to R ule 457(g)
resulted in maximum aggregate exercise prices of $12,500,000 and $750,000, respectively, which amounts were less
than the $12,504,688 and $750,281 listed as registered on Pre -Effective Amendment No. 3 to the Registration
Statement.

The Company c losed an over -allotment issuance of an additional 660,000 Common Shares and 330,000 Warrants
which was announced on June 24, 2014 (the " Over -Allotment Option ").  The maximum dollar amount inadvertently
reported in the table entitled "Calculation of Registr ation Fee" on Pre -Effective Amendment No. 3 to the
Registration Statement was less than the value of the securities sold in the offering. However, as discussed above,
the Company paid a registration fee in excess of what was reported on the cover page of P re-Effective Amendment
No. 3 in an amount that included the maximum dollar value of all of the securities sold in the offering, including the
Over -Allotment Option.   The prospectus at page 133, listed the amount actually paid of $4,589 in the section entit led
"Other Expenses of Issuance and Distribution".   The Company offered $35,395,364 worth of securities under the
Registration Statement pursuant to Rules 457(o) and 457(g) and paid a fee to the Commission for $35,625,000 worth
of securities.
Since the Com pany did not register a share amount pursuant to Rule 457(a) but instead registered maximum
aggregate offering prices pursuant to Rule 457(g) and Rule 457(o) and the Company's offering fell within the limits
of the maximum aggregate offering prices registe red, the Company believes that Rule 413(a) is not applicable and it
covered any additional securities offered.

Securities and Exchange Commission
Page 3

In response to the Staff's comment, the Company has removed reference to the 4,693,700 Common Shares in Post -
Effective Amendment No. 2, since, as discussed above, the Company registered a maximum dollar amount of
securities for sale pursuant to Rule  457(o) and 457(g) and not a share amount pursuant to Rule 457(a).   Instead the
Company has listed $13,325,000, which is the total amount of proceeds that can be received by the Company in
connection with the exercise of the warrants and consistent with Ru le 457(g).
 2. It appears that preferred stock purchase rights trade
with each share of common stock offered in your
post-effective amendment to your registration
statement on Form F -1 (333 -194690).   Please revise
your post -effective amendment to bri efly describe
the preferred stock purchase rights or tell us why
you believe this is not necessary.
The preferred stock purchase rights attached to each common share were part of a stockholder rights agreement,
which expired in August 2015.   As such, preferred stock purchase rights no longer trade with each Common Share
and the Company does not believe that a description of the preferred stock purchase rights should be included in th e
Registration Statement.
Description of Capital Stock, page 11
Share History, page 11
Share Issuances, page 11
 3. We note that your registration statement on
Form F -1 (333 -194690) was declared effective
on June 6, 2014 and that the post -effective
amendment filed on May 9, 2016 was your
first post -effective amendment to this
registration statement. If an offering
continues for more than nine months, you are
generally required to update your registration

statement by post -effective amendment if the
information in the prospectus is more than
sixteen months old. Refer to Section 10(a)(3)
of the Securities Act. Please tell us whether
any offers or sales were made after April 30,
2015.   In this regard, we note your disclosure
on page 11 that "[a]s of the d ate of this
prospectus, an aggregate of 56,180 Warrants
have been exercised for a total issuance of
50,000 common shares." If any offers or sales
were made after April 30, 2015, please tell us
why you believe you were able to offer and sell
such securities  without updating your
registration statement by post -effective
amendment.
The original offering of the Warrants closed in June 2014.   From the time of their issuance, the Warrants were
deeply out of the money and the Registration Statement was not kept c urrent during that period.   See C&DI
239.05.   Due to a corporate transaction, that took place at the end of December 2015 and operation of certain anti -
dilution provisions, the Warrants closed in the money for a period of 17 days during the two -month perio d following
the transaction.   There were no exercises during that period.   After a reverse stock split was completed on February
22, 2016, the Warrants again closed in the money for a period of 10 days.   One Warrant holder exercised two equal
increments of  28,090 warrants each on February 26, 2016, and March 2, 2016, and received a total of 50,000
common shares.
In early 2016, the Company began considering strategic transactions to assist it in achieving its long -term
operational and financial goals.   Durin g the course of such consideration, the Company became aware of the
significance of the Warrant exercises by the one Warrant holder.   The Company immediately instructed the Warrant
agent not to permit any additional exercises of Warrants until further noti ce.  After inquiring of the single warrant
holder discussed above, the Company determined that the shares received on the exercise of the warrants had been
sold.   The Company also commenced preparation of the Post -Effective Amendment.
In addition, the Comp any has adopted a policy for a responsible officer (the " Responsible Officer ") to monitor the
Company's trading price for its Common Shares as compared to its then current Warrant exercise price.   Under the
policy, for any period during which the Warrants are in the money, the Company shall not permit any exercises
unless the Registration Statement is current.   In this connection, the Responsible Officer shall consult with the
Company's outside counsel to receive confirmation that the Registration Statement  is current. The Warrant agent has
been notified that no exercises shall be permitted unless the Warrant agent has received instructions from the
Company to permit exercises.

Securities and Exchange Commission
Page 4

If you have any questions or comments concerning the enclosed, please f eel free to telephone 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

cc: Evangelos Pistiolis
  Top Ships Inc.

Exhibit A

Page1 of 1

SECURITIES AND EXCHANGE COMMISSION
ACCOUNT ACTIVITY STATEMENT
PERIOD ENDING APRIL 30, 2014

TOP SHIPS INC.
1, VASSILISSIS SOFIAS STR. & MEG.
ALEXANDROU STR.
151 24, MAROUSSI, GREECE  Account Number :
Statement Period : 12/01/2013 -
04/30/2014

Beginning of Period  Current Activity  End of Period
Due SEC  Available  Payment/Applied  Filing Fees
Incurred  Due SEC  Available
$0.00  $6,531.86  $0.00  $4,588.50  $0.00  $1,943.36

Transactional Detail
Transaction
Date  Activity Description  Receipt
Date  Form Type/
Reference
Number  Amount  Balance
03/19/2014  333-194690  03/19/2014  F-1 $4,588.50  $1,943.36

  *** FISMA & OMB Memorandum M-07-16 ***

Attention Account Holder: The SEC will return to you any outstanding balance in your account if there has
been no account activity for 180
days. See Rule 3a [17 CFR 202.3a].

For inquiries concerning this statement and
instructions  Remit Check Payment to:  Remit Wire Payment
to:
regarding refunds, go to
http://www.sec.gov/info/edgar.shtml , Securities and Exchange
Commission  U.S. Bank
or fax your request to:  P.O. Box 979081
OFM / Branch of Fee Account Services
6432 General Green Way (Mail Stop 0 -3)
Alexandria, VA 22312
Fax number 703 -914-2754  ST. LOUIS, MO 63197 -9000
CIK: 0001296484

 *** FISMA & OMB Memorandum M-07-16 ***

CORRESP
1
filename1.htm

TOP SHIPS INC.

1 Vas. Sofias and Meg. Alexandrou Str

15124 Maroussi

Greece

Telephone: +(30) 210-8128180

                 August 8, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Tops Ship Inc.

Form F-1 (No. 333–194690)

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

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 4 to the Registration Statement on Form F-1 that was filed with the U.S. Securities and Exchange Commission (the "Commission") on August 5, 2016 be accelerated so that it will be made effective at 3:00 p.m. New York City time on August 10, 2016 or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended.

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

Yours faithfully,

TOP SHIPS INC.

By:

/s/ Evangelos J. Pistiolis

Name:          Evangelos J. Pistiolis

Title:            Chief Executive Officer

CORRESP
1
filename1.htm

TOP SHIPS INC.

1 Vas. Sofias and Meg. Alexandrou Str

15124 Maroussi

Greece

Telephone: +(30) 210-8128180

                             August 8, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Tops Ship Inc.

Form F-1 (No. 333–194690)

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

Ladies and Gentlemen:

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

Yours faithfully,

TOP SHIPS INC.

By:

/s/ Evangelos J. Pistiolis

Name:  Evangelos J. Pistiolis

Title:    Chief Executive Officer

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

(212) 574-1223

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 22, 2016

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:                          Laura Nicholson

Re:

Top Ships Inc.

Post-Effective Amendment No. 2 to Form F-1

Filed May 9, 2016

 File No. 333-194690

Dear Ms. Nicholson:

Reference is made to the post-effective amendment no.1 filed on May 9, 2016 ("Post-Effective Amendment No. 1"), relating to Form F-1 (333-194690) (the "Registration Statement") and post-effective amendment no. 2 filed on June 23, 2016 ("Post-Effective Amendment No.2") by Top Ships Inc. (the "Company") in connection with the registration of the Company's common stock, par value $0.01 per share (the "Common Shares"), preferred stock purchase rights, warrants (the "Warrants"), Common Shares underlying the warrants, underwriters' warrants (the "Underwriters' Warrants") to purchase Common Shares and Common Shares underlying the underwriters' warrants.  By letter dated July 13, 2016 (the "Comment Letter"), the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") has provided its comments to Post-Effective Amendment No. 2.

This letter sets forth the response of the Company to the Comment Letter.  The Company has today filed via EDGAR its Post-Effective Amendment No. 3 (the "Post-Effective Amendment No. 3"), which responds to the Staff's comments contained in the Comment Letter. Post-Effective Amendment No. 3 also includes certain updates related to the passage of time.  The Company has also filed via EDGAR correspondence a letter of representation containing an acknowledgement and undertaking in response to Comment 1 of the Staff.

Capitalized terms used in this letter that are not otherwise defined herein have the meanings ascribed to them in Post-Effective Amendment No. 3. The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text. We will also supplementally provide the Staff with a redline of Post-Effective Amendment No. 3 showing changes made from the Post-Effective Amendment No. 2. Page numbers referenced are to Post-Effective Amendment No. 3.

General

1.
We note your response to prior comment 1, including your statement that the company's offering fell within the limits of the maximum aggregate offering prices registered. However, your calculations regarding the amount offered appear to omit the amounts offered pursuant to the over-allotment option. Please advise.

The Company hereby acknowledges to the Staff that it offered more securities than were registered under the Registration Statement and hereby undertakes that in the future the Company shall register any additional shares by means of filing a prospectus supplement or registration statement, including a registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act"), if available, and pay any additional fees.  The Company has filed via EDGAR correspondence a letter of representation containing such acknowledgement and undertaking.

Securities and Exchange Commission

Page 2

2.
We note your response to prior comment 3, including your representation that under the company's policy, the company will not permit any warrant exercises during any period during which the warrants are in the money unless the registration statement is current. Please confirm that the company will also cause the prospectus to become current at such time as the exercise of the warrants becomes in the money. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation 239.05.

The Company hereby confirms that it shall cause the prospectus to become current at such time as the exercise of the warrants becomes in the money.

3.
Based on your response to prior comment 3, it appears that a warrant holder exercised warrants while the registration statement was not current. Please tell us what consideration you gave to including disclosure in your post-effective amendment in this regard.

The Company hereby confirms that it has carefully considered including disclosure about the one warrant holder who received a total of 50,000 common shares via the exercise of warrants while the Registration Statement was not current.  The Company has been advised by this warrant holder that it sold the 50,000 common shares.  As such, this warrant holder does not have a right of rescission.  In addition, the Company believes that the cash amount received by the Company on exercise of the warrants is not material to the Company.  Accordingly, the Company does not believe that separate disclosure of these warrant exercises would be material to investors.

Prospectus Cover Page

4.
We note that you have revised your disclosure on your prospectus cover page and throughout your filing to remove reference to an offering amount of 4,693,700 common shares, and to instead reference an offering amount of $13,325,000. Please revise to specify the number of common shares to be offered and sold under the registration statement. Refer to Item 501(b)(2) of Regulation S-K.

As discussed in our letter dated June 23, 2016, the warrants contain a floating conversion rate which requires that the total proceeds from the warrants remain the same regardless of any adjustments to the exercise price.  The Company initially sold 5,330,000 warrants with an exercise price of $2.50, which were exercisable into 5,330,000 common shares, and equate to total proceeds of $13,325,000.  The exercise price of the warrants has since been adjusted to $2.80 and 56,180 warrants have been exercised since the initial offering of the warrants.  The warrant agreement therefore entitles each warrant holder to 0.89 Warrant Shares based on the following formula: 2.80*5,330,000*0.89~$13,325,000.  Furthermore, the result when the 0.89 Warrant Share ratio is applied to the 5,273,820 outstanding warrants is approximately 4,693,700 common shares.  As such, the maximum number of common shares issuable by the Company at the current exercise price of $2.80 is 4,693,700.  Therefore the Company has inserted 4,693,700 common shares on the prospectus cover page and throughout Post-Effective Amendment No. 3.  The Company believes this is also consistent with Question 139.10 of the Securities Act Sections Compliance and Disclosure Interpretations updated July 11, 2016 and with the Company's good faith estimate of the maximum number of shares it may issue on conversion of the outstanding warrants at the current exercise price of $2.80.

If you have any questions or comments concerning the enclosed, please feel free to telephone 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

cc:

Evangelos Pistiolis

 Top Ships Inc.

TOP SHIPS INC.

1 Vas. Sofias and Meg. Alexandrou Street

15124 Maroussi, Greece

July 22, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549-7010

Attention:  Laura Nicholson, Special Counsel

Re:

Top Ships Inc.

Post-Effective Amendment No. 2 to Form F-1

Filed May 9, 2016

File No. 333-194690

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges to the Securities and Exchange Commission and the Staff that it offered more securities than were registered under the registration statement on Form F-1 (File No. 333-194690) and hereby undertakes that in the future the Company shall register any additional shares by means of filing a prospectus supplement or registration statement, including a registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act"), if available, and pay any additional fees.

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

Yours faithfully,

TOP SHIPS INC.

By:

/s/ Evangelos Pistiolis

Name:

Evangelos Pistiolis

Title:

President and Chief Executive Officer

Mail Stop 3561
July 13, 2016

Evangelos J. Pi stiolis
Chief Executive Officer
Top Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str .
15124 Maroussi, Greece

Re: Top Ships Inc.
 Post-Effective Amendment No. 2 to Form  F-1
Filed  June 23 , 2016
 File No.  333-194690

Dear Mr. Pistiolis :

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

Please respond to this letter by amending your post -effective amendment and providing
the requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amend ment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our May 25 , 2016 letter .

General

1. We note your response to prior comment 1, including your statement that the company’s
offering fell within the limits of the maximum aggregate offering prices registered.
However, your calculations regarding the amount offered appear to omit the amounts
offered pursuant to the over -allotment option.  Please advise.

2. We note your response to prior comment 3 , including your representation that under the
company’s policy, the c ompany will not permit any warrant exercises during any period
during which the warrants are in the money unless the registration statement is current.
Please confirm that the company will also cause the prospectus to become current at such
time as the ex ercise of the warrants becomes in the money.   For guidance, refer to
Securities Act Sections  Compliance and Disclosure Interpretation 239.05.

Evangelos J. Pistiolis
Top Ships Inc.
July 13, 2016
Page 2

3. Based on your response to prior comment 3, it appears that a warrant holder exercised
warrants while the registr ation statement was not current.  Please tell us what
consideration you gave to including disclosure in your post -effective amendment  in this
regard.

Prospectus Cover Page

4. We note that you have revised your disclosure on your prospectus cover page and
throughout your filing to remove reference to an offering amount of 4,693,700 common
shares, and to instead reference an offering amount of $13,325,000.  Please revise to
speci fy the number of common shares to be offered and sold under the registration
statement.  Refer to Item 501(b)(2) of Regulation S -K.

Please contact Sonia Bednarowski  at (202) 551 -3666  or me at  (202) 551 -3584  with any
questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

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

Mail Stop 3561
May 25 , 2016

Evangelos J. Pi stiolis
Chief Executive Officer
Top Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str .
15124 Maroussi, Greece

Re: Top Ships Inc.
 Post-Effective Amendment to Form  F-1
Filed  May 9, 2016
 File No.  333-194690

Dear Mr. Pistiolis :

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

Please respond to this letter by amending your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

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

General

1. We note that your post -effective am endment relates to the registration statement on Form
F-1 (333-194690)  in which  you calculated the fee based on the maximum aggregate
offering price  using Rule 457(o) of the Securities  Act.  It appears that in your  prospectus
supplement filed pursuant to Rule 424(b)(4) of the Securities Act  on June 9, 2014  you
increased the offering value  by increasing the number of shares offered.  Please tell us
why you believe it was not necessary to file a new registration statement to cover the
additional securities o ffered  and to pay a filing fee for the increased value of the offering .
Refer to Rule 413(a) of the Securities Act.   In addition, please provide your analysis as to
why it is appropriate to include 4,693,700 common shares in the post -effective
amendment.

2. It appears that preferred stock purchase right s trade  with each share of common stock
offered in your post -effective amendment to your registration statement on Form F -1

Evangelos J. Pistiolis
Top Ships Inc.
May 25 , 2016
Page 2

 (333-194690) .  Please revise your post -effective amendment to briefly describe the
preferred stock purchase rights or tell us why you believe this is not necessary.

Description of Capital Stock, page 11

Share History, page 11

Share Issuances, page 11

3. We note that your registration statement on Form F -1 (333 -194690) was declared
effec tive on June 6, 2014 and that the post -effective amendment filed  on May 9, 2016
was your first post -effective amendment to this registration statement.  If an offering
continues for more than nine months, you are generally required to update your
registrat ion statement by post -effective amendment if the information in the prospectus is
more than sixteen months old.  Refer to Section 10(a)(3) of the Securities Act.  Please tell
us whether any offers or sales were made after April 30, 2015.  In this regard, we note
your disclosure on page 11 that “[a]s of the date of this prospectus, an aggregate of
56,180 Warrants have been exercised for a total issuance of 50,000 com mon shares.”   If
any offers or sales were made after April 30, 2015, please tell us why you believe you
were able to offer and sell such securities without updating your registration statement by
post-effective amendment.

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

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

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

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

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

Evangelos J. Pistiolis
Top Ships Inc.
May 25 , 2016
Page 3

 Please contact Sonia Bednarowski  at (202) 551 -3666  or me at  (202) 551 -3584 with any
questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

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

January 20, 2012
 Via E-mail

Alexandros Tsirikos Chief Financial Offi cer and Director
Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece
Re: Top Ships Inc.
 Form 20-F for Fiscal Year Ended December 31, 2010
Filed April 11, 2011 File No. 000-50859

Dear Mr. Tsirikos:
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 the filings 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 lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Lyn Shenk

Lyn Shenk Branch Chief

CORRESP
1
filename1.htm

    d1255900_corresp.htm

January 13, 2012

VIA EDGAR

Mr. Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

CF/AD5

100 F Street, N.E.

Washington, D.C. 20549

Re:          Top Ships Inc.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed April 11, 2011

File No. 001-50859

Dear Mr. Shenk:

This letter responds to the comment of the staff, or the Staff, of the Securities and Exchange Commission, or the SEC, to the Form 6-K filed on October 21, 2011 of Top Ships Inc., or the Company, as provided in a letter to the Company, dated December 19, 2011, or the Comment Letter.  This letter sets forth the Company's response to the Comment Letter.

For your convenience, the Staff's comment has been restated in its entirety, with the Company's response set forth immediately under the comment.

Form 6-K Filed October 21, 2011

1.

      We note your response to prior comment 4 and the issuance of common stock pursuant to an equity line financing agreement per the Form 6-K filed on October 21, 2011. We note that these shares were sold to an affiliate, Sovereign Holdings, Inc., a Company wholly owned by the Company's President, Chief Executive Officer and Director, Evangelos J. Pistiolis. This issuance of 11,111,111 shares for $5 million resulted in a stock price of $.45 per share. This price represents a discount of approximately 80% from the October 21st share price of $2.16 per share, and a 55% discount from the share price on October 11th, the date of the stock's lowest price in fiscal 2011, of $1.02 per share.

Please tell us the reason the shares were sold at such a significant discount from their market price. Also tell us how you have accounted for this transaction, including whether the discount given on the share price is attributable to any item that requires specific accounting treatment in the financial statements. As we note several relationships between Mr. Pistiolis and the Company, your response should also address whether there is an accounting impact resulting from any of these relationships. Lastly, assuming a satisfactory response to the above items, please provide disclosure in your Form 20-F for the period ended December 31, 2011 to include the following:

Securities and Exchange Commission

January 13, 2012

Page 2

·

the stock sale to an affiliate, including a description of the relationship

·

 the reasons for the financing as well as the terms of the agreement

·

the amount of the discount to market price and the reasons for such discount

·

the accounting treatment for the transaction(s)

Please provide a draft of your intended disclosure in your response.

Response:

The Sovereign Transaction

On August 24, 2011, the Company entered into a common stock purchase agreement, or the Agreement, with Sovereign Holdings Inc., or Sovereign, a company controlled by the Company's Chief Executive Officer, or CEO.  Under the Agreement, commonly known as an equity line, Sovereign committed to purchase up to $10 million of the Company's common shares, to be drawn down from time to time at the request of the Company over the next 12 months, or the Sovereign Transaction. Shares purchased under the Agreement are priced at the greater of (i) $0.45 per share and (ii) a per-share price of 35% of the volume weighted average price of the Company's common shares for the previous 12 trading days.  The Company drew down $2 million under the Agreement at a price of $0.7793 per share on September 1, 2011, and on October 19, 2011 drew down $5 million under the Agreement at a price of $0.45 per share.

Background to the Sovereign Transaction

The objective of the Company in undertaking the transaction with Sovereign was to meet the urgent short-term liquidity needs of the Company, especially its debt service obligations. Prior to the Sovereign Transaction, the Company was under significant pressure from its lenders, as detailed below.  Most urgently, the Company was at risk of defaulting on a $2 million bridge loan with an unrelated party which was due to be repaid on August 17, 2011. Default on this loan would have triggered a cross-default on all of the Company's debt facilities and could have pushed the Company into bankruptcy.

The discount at which the Company's shares were sold to Sovereign should be considered in the context of the alternatives available to the Company.  At the time of the transaction, the Company was negotiating a debt-for-equity exchange with the lender of its $2 million bridge loan and was offered a conversion price which was below the prices at which the Company sold shares in the drawdowns under the Sovereign Transaction.  In addition, the transaction gave the Company the flexibility to draw down the equity line only if and when the Company needed it, with no commitment fee and no penalty if the Company did not draw down the equity line.

Overall, the Sovereign Transaction provided the Company with a flexible solution at a time of distress. A subcommittee of independent directors of the Company's Board of Directors fully considered the transaction, obtained an independent fairness opinion, and recommended the transaction as being in the best interest of the Company and its shareholders.

2

Securities and Exchange Commission

January 13, 2012

Page 3

The direction of the Company's share price after the Company entered into the equity line indicates that investors viewed the Sovereign Transaction as being positive for the Company: The closing price of the Company's common shares on Nasdaq was $1.89 as of the first drawdown on September 1, 2011, $2.30 as of the second drawdown on October 19, and subsequently increased to $2.82 as of October 28, 2011, representing an increase of more than 49% since the first drawdown.  The closing price of the Company's common shares on January 12, 2012 was $1.84 per share.

The Company's Urgent Liquidity Needs

The Company's decision to enter into the Sovereign Transaction was made against the background of very difficult shipping, equity and debt markets, which have caused many shipping companies to face similar cash flow problems, and some to seek bankruptcy protection. In 2011, shipping asset values dropped significantly, especially for dry bulk vessels. The decline in dry bulk asset values in 2011 resulted in a deterioration of the Company's loan to asset values.  As a result the Company was in breach of asset maintenance covenants on all its debt facilities and received notifications from its lenders informing the Company that these breaches constitute events of default under the Company's loan agreements. In addition, most of the Company's time charters of dry bulk vessels terminated in 2011 and the rates at which those vessels could be re-chartered were significantly lower. The Company was therefore under significant pressure to raise capital.

The Company had publicly disclosed the breach of loan covenants and its projections of a cash flow shortfall prior to the Sovereign Transaction. In the Company's 2010 Annual Report on Form 20-F, filed on April 12, 2011, the Company stated that "based on our cash flow projections for 2011, cash provided by operating activities is expected to amount to $29.0 million and is not sufficient to cover scheduled debt repayments as of December 31, 2010." In each of the Company's earnings releases for the first and second quarter of 2011, the Company disclosed the breach of loan covenants "relating to earnings before interest, taxes, depreciation and amortization (EBITDA), overall cash position (minimum liquidity covenants), adjusted net worth and asset cover."  By August 2011, the Company was in need of immediate cash in order to avoid a default on its $2 million bridge loan with an unrelated party.  This was disclosed in the Company's earnings release for the second quarter and first half of 2011, filed on Form 6-K on August 3, 2011, as follows: "Our indebtedness includes an unsecured credit facility of $2 million which is due to be repaid on August 17, 2011. Due to limited liquidity, we are in negotiations with our creditor to accept repayment of this facility in Top Ships shares as provided in the loan agreement."

As of early August, 2011, the Company's projections were that a cash flow shortfall of about $10 million would accumulate during the first quarter of 2012.  The Sovereign Transaction, under which the Company may raise up to $10 million, was structured to address this projected shortfall.

As of the beginning of August, 2011, the Company had immediate liquidity needs resulting from:

·

The $2 million bridge loan with an unrelated party which was due to be repaid on August 17, 2011.  The Company made numerous attempts throughout the year to defer the repayment date of this loan into 2012.  On August 1, 2011, the Company informed the lender that it would not be able to make the $2 million payment and invited the lender to discuss the option of converting the debt into shares, as provided in the loan agreement. As described above, the lender replied that it would be willing to convert the debt into shares at a conversion price which was below the prices that ended up being paid in both drawdowns under the Sovereign Transaction. Default on this loan would have triggered a default on all of the Company's debt facilities and could have pushed the Company into bankruptcy.

3

Securities and Exchange Commission

January 13, 2012

Page 4

·

Charterhire owed by the Company.

·

Delays in the payment of charterhire from certain charterers.

·

A shortfall of approximately $1.5 million in connection with the sale of the MV Amalfi.  The said shortfall represents the difference between the net proceeds from the sale of the vessel and the outstanding debt plus the termination cost of the interest rate swaps on the vessel.

·

Anticipated shortfalls from the planned sale of the MV Cyclades and the MV Evian (ex MV Papillon) during the fourth quarter of 2011. The shortfall from the sale of the MV Cyclades was financed from the second drawdown under the Sovereign Transaction.

The Sovereign Transaction prevented default on the $2 million bridge loan, provided a solution for the Company's short-term liquidity needs and gave the Company leverage to negotiate solutions with its banks.

Alternatives to Raise Capital

To meet its liquidity needs, the Company had since 2010 made extensive attempts to access the equity and debt markets, including the filing of a registration statement on Form F-1 on May 9, 2011, for an underwritten offering of up to $100 million of its common shares, which was ultimately unsuccessful. During this period, the Company was unable to access the capital markets due to the following factors:

·

An audit opinion with an emphasis of matter on the Company's ability to continue as a going concern , included in the Company's 2008, 2009, and 2010 Annual Reports;

·

the breach of loan covenants from 2008 onward and the reluctance of financing banks to provide waivers for these covenant breaches, thereby making any debt or equity offering highly unattractive to potential investors;

·

the Company's status as a passive foreign investment company, or PFIC;

·

the Company's small capitalization;

·

the thin trading volume of the Company's common stock;

·

the Company's ineligibility to use shelf offering registration statements on Form F-3 due to the decline in its market capitalization; and

·

unfavorable market conditions and, in particular, a very low appetite for shipping equity and debt, especially in 2011.

4

Securities and Exchange Commission

January 13, 2012

Page 5

Board Approval of the Sovereign Transaction

Sovereign's proposal to enter into an equity line financing agreement was first considered by the Board of Directors of the Company, or the Board, in early August, 2011.  At that meeting, the Company's Chief Financial Officer presented the Company's cash flow position and cash projections and emphasized the urgency of the Company's situation, as the repayment of the Company's $2 million bridge loan was due shortly.  The Board proceeded to establish a special committee composed of independent directors, or the Special Committee, to consider the Sovereign proposal and make a recommendation to the Board.  The Special Committee negotiated terms with Sovereign, including a lock-up which prevented Sovereign from selling common shares purchased in the Sovereign Transaction for 12 months from the relevant drawdown.  This provision, which the Special Committee considered in the best interests of the Company and its other shareholders, made the common shares that Sovereign received illiquid and affected the pricing of those shares.  In the course of its deliberations, the Special Committee hired an independent investment bank which had never previously done any work for the Company or for Sovereign and obtained a fairness opinion from that investment bank.  On August 24, 2011, the Special Committee determined that the Sovereign Transaction was fair to and in the best interest of the Company and the Company's shareholders.  Upon the recommendation of the Special Committee, the Board approved the Sovereign Transaction on August 24, 2011 and the Company entered into the Agreement on that date.

The Drawdowns

The prices paid by Sovereign for the common shares purchased by it were the result of the application of a formula, described above, resulting in a discount of no greater than 65% from the volume weighted average price of the Company's common shares for the previous 12 trading days.  This formula was negotiated by the parties and was agreed to on August 24, 2011, that is, a week before the first drawdown and almost eight weeks before the second drawdown.  The difference in the price paid by Sovereign in the two drawdowns resulted from the objective application of this formula.

Accounting for the Sovereign Transaction

The Company will treat the Sovereign contract as a freestanding financial instrument  settled in the Company's common stock. As such, according to guidance outlined in Accounting Standards Codification ASC 480-10, the obligation will be recognized in the balance sheet at fair value. The Company will record all changes in its fair value in earnings. The Company will reflect the Sovereign Transaction in its financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2011.

No other accounting implications in connection with the Company's relationship with its President and CEO derive from the Sovereign Transaction, as the transaction does not provide for any dividend issues or any warrants, and it is not deemed to be share-based compensation as there is no performance or service condition. The Sovereign Transaction, together with all other related party transactions, will be disclosed in the Company's Annual Report on Form 20-F. The Company has determined that historical related party transactions have no accounting impact on the Company other than as disclosed in the Company's Annual Report on Form 20-F for the year ended December 31, 2010. Other than historical transactions already disclosed in the Annual Report on Form 20-F for the year ended December 31, 2010, on July 1, 2011, the Company entered into an unsecured credit facility with Shipping Financial Services Inc, a related party ultimately controlled by the family of the Company's Chief Executive Officer, for 350,000 EUR, to be used for general working capital purposes. The Company has undertaken to repay the loan within 12 months of its receipt. The loan bears interest at a rate of 8% per annum. Furthermore, on July 16, 2011, the Company entered into an unsecured credit facility with Central Mare Inc, a related party ultimately controlled by the family of the Company's Chief Executive Officer, for 1,800,000 EUR, to be used for general working capital purposes. The Company has undertaken to repay th

December 19, 2011
 Via E-mail

Alexandros Tsirikos Chief Financial Offi cer and Director
Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece
Re: Top Ships Inc.
 Form 20-F for Fiscal Year Ended December 31, 2010
Filed April 11, 2011 File No. 000-50859

Dear Mr. Tsirikos:
 We have reviewed your response letter date d December 9, 2011 and have the following
comment.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 6-K Filed October 21, 2011

1. We note your response to prior comment 4 and the issuance of common stock pursuant to
an equity line financing agreement per the Form 6-K filed on October 21, 2011.  We note
that these shares were sold to an affiliat e, Sovereign Holdings, Inc., a company wholly
owned by the company’s President, Chief Ex ecutive Officer and Director, Evangelos J.
Pistiolis.  This issuance of 11,111,111 shares fo r $5 million resulted in  a stock price of
$.45 per share.  This price represents a disc ount of approximately 80% from the October
21st share price of $2.16 per share, and a 55% discount from the share price on October
11th, the date of the stock’s lowest pri ce in fiscal 2011, of $1.02 per share.

Please tell us the reason the shares were sold  as such a significan t discount from their
market price.  Also tell us how you have accounted for this transaction, including whether
the discount given on the share pr ice is attributable to any it em that requires specific
accounting treatment in the financial statem ents.  As we note several relationships
between Mr. Pistiolis and the company, your response should also address whether there
is an accounting impact resulting fr om any of these relationships.

Alexandros Tsirikos  Top Ships Inc. December 19, 2011 Page 2

Lastly, assuming a satisfactory response to th e above items, please provide disclosure in
your Form 20-F for the period ended December 31, 2011 to include the following:

 the stock sale to an affiliate, incl uding a description of the relationship
 the reasons for the financing as well as the terms of the agreement
 the amount of the discount to market price and the reasons for such discount
 the accounting treatment for the transaction(s)

Please provide a draft of your intende d disclosure in your response.

You may contact Theresa Me ssinese at 202-551-3307 or Jo e Foti at 202-551-3816 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact me at 202-551-3380 w ith any other questions.

Sincerely,
   /s/ Lyn Shenk    Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

    d1249188_corresp.htm

SEWARD & KISSEL LLP

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

1200 G STREET, N.W.

WASHINGTON, D.C. 20006

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

December 9, 2011

VIA EDGAR

Mr. Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

CF/AD5

100 F Street, N.E.

Washington, D.C. 20549

Re:          Top Ships Inc.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed April 11, 2011

File No. 001-50859

Dear Mr. Shenk:

This letter responds to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Annual Report on Form 20-F for the fiscal year ended December 31, 2010 (“Form 20-F”) filed April 11, 2011 and to the Form 6-K, Second Quarter 2011 Financial Results, furnished on August 3, 2011, of Top Ships Inc. (the “Company”), as provided in a letter to the Company, dated November 17, 2011 (the “Comment Letter”).  This letter sets forth the Company’s responses to the Comment Letter.

For your convenience, the Staff’s comments have been restated in their entirety, with the responses to each comment set forth immediately under the comment.

Form 20-F For the Year Ended December 31, 2010

Tabular Disclosure of Contractual Obligations, page 80

Comment 1.

As all your debt has been classified as current because of the covenant violations and cross default provisions in all your bank facilities, it is appropriate to reflect the debt as due within 1 year in the contractual obligations table since the debt can be called in for payment at any time. Although you have provided a complete discussion of each debt agreement in narrative form in the pages (81-90) that follow the contractual table, it appears than an additional financial table that supplements your contractual obligations table (and presented before your narrative information on the various debt agreements) may provide additional clarity and ease of analysis for readers. In this regard, the additional financial table should detail the payments for each debt agreement due by periods, as provided in the debt agreements since your outstanding loans require balloon payments and have different repayment terms. You should also provide a headnote to the table disclosing that the entire amount of debt due has been classified as current in the contractual obligation table, as your consolidated financial statements presents the debt as a current liability, as the debt can be called for payment by the lender at any time. We believe this would assist an investor in understanding your liquidity position in a more complete manner.

Securities and Exchange Commission

December 9, 2011

Page 2

Response:

Using the Staff’s recommendations as guidance, the Company undertakes to revise its disclosure in all future filings and include an additional financial table in relation to debt repayment in order to provide additional clarity and ease of analysis for readers. Specifically we intend to use the following template under Item 7, following the contractual obligations table:

As a supplement to our contractual obligations table, the following schedule sets forth our loan repayment obligations as required under our loan facilities as of December 31, 20xx. Note that the entire amount of debt shown below has been classified as ‘Less than 1 year’ in the contractual obligations table to be consistent with the classification of the debt as a current liability within our consolidated financial statements.  The debt is classified as a current liability as the debt may be called for payment by the lender at any time.

Supplementary Loan Repayment Schedule Table Template (in millions of USD)

Year:

2012

2013

20..

2019

Debt Agreement A

xx

xx

xx

xx

Debt Agreement B

xx

xx

xx

xx

Note 2(j) Impairment of Long-Lived Assets, page F-11

Comment 2.

We note that three vessels have been sold subsequent to year end at losses totaling $105 million. Please tell us what factors changed from the date of your last impairment test performed as of December 31, 2010 when it was determined that the carrying value of the vessels were recoverable. Also tell us whether these factors have impacted the ten vessels currently held. Include in your response whether you plan to perform an additional impairment analysis for these vessels.

Response:

The Company respectfully advises the Staff that at December 31, 2010, consistent with the Company’s accounting policy, an impairment test was performed based on undiscounted cash flows and that undiscounted cash flows exceeded carrying amounts for all vessels tested. As of December 31, 2010, the Company had no intention to sell the vessels, did not have an active program to locate any buyers nor was it marketing the vessels for sale. Accordingly, the undiscounted cash flows used by the Company in the vessel impairment analysis reflect the use and eventual disposal of the vessel through the end of its estimated useful life.

Change in dry bulk charter hire rate and asset value expectations

As of December 31, 2010, the Company had a total of five dry bulk vessels (three Panamax, one Supramax and one Handymax) under time charters, three of which were scheduled to expire during 2011.

Charter rates declined in the first quarter of 2011 compared to 2010 average rates; however management believed that the decline was temporary and the market would improve in the remainder of 2011. At the end of the second quarter of 2011, rates remained at levels similar to those of the first quarter but management changed its outlook for the shipping markets and more specifically, it adopted the expectation that charter rates will decline further in 2011. The table that follows illustrates that management’s expectations were correct.

Average rate $ per day

3 year TIC

2010

2011 (up to

Apr 1st)

2011 (up to

Jul 1st)

2011 (up to

Nov 25th)

Panamax

modern

19,547

16,500

16,500

14,452

Supramax

modern

17,302

15,250

15,250

13,963

Handymax

modern

13,939

12,750

12,750

11,907

Average daily rate

16,929

14,833

14,833

13,441

Change in average daily rate between periods

28
%

-12
%

0
%

-9
%

Industry Sources

Securities and Exchange Commission

December 9, 2011

Page 3

In conjunction with the charter rates, the Company’s drybulk vessel values also declined from December 31, 2010 to June 30, 2011 by about 20% as shown in the table below.

Vessel Values (all figures in USD million)

Bulkers

4Q '10

2Q '11

Cyclades

30.00

23.0

Amalfi

22.5

19.0

Papillon

23.8

20.0

Astrale

30.0

23.0

Pepito

31.5

24.0

Total

137.8

109.0

 Company estimates supported by industry sources

Values continued to drop further after the end of the second quarter.

Change in strategy

In June 2011, management actively started to search for a new time charter for the M/V Astrale, whose charter was due to expire in late July 2011. Based on discussions with brokers, the M/V Astrale would have been re-chartered at rates below management’s expectations and caused the Company to re-assess its business strategy in June 2011. The revised expectation was that drybulk vessels values and charter rates would further decrease and hence a decision was taken to dispose of the vessels with charters expiring in 2011 (i.e., M/V Astrale, M/V Amalfi and M/V Papillon).

The Company commenced activities to market the M/V Astrale and M/V Amalfi for sale and as the criteria in ASC 360 were met these vessels were categorized as held for sale and written down to fair value less costs to sell upon meeting those criteria in June 2011.  The M/V Papillon did not meet the criteria in ASC 360 to be categorized as held for sale as management did not intend to initiate active marketing until closer to the end of the charter. However for the impairment test at June 30, 2011, management assigned a high probability to sell the M/V Papillon upon the expiration of the charter. This assumption significantly reduced the probability weighted undiscounted expected cash flows, which were determined to be lower than the vessel’s carrying value. The Company wrote the vessel, including the time charter attached, down to fair value. Fair value was calculated by the sum of the vessel’s charter free value, as determined by the Company and supported by a broker valuation, and the fair value of the cash flows until the earliest expiration date of the charter at the end of December 2011. As a result, an impairment charge for the three vessels of $101.5 million was recorded in the second quarter of 2011.

The remaining two drybulk vessels for which no impairment charge was recorded (the M/V Cyclades and the M/V Pepito) had time charters expiring in the first quarter of 2014 and the first quarter of 2013, respectively, and hence management assigned a lower probability to sell those vessels at June 30, 2011. However, during August the Company reconsidered its position in relation to these two vessels. In the case of M/V Pepito, the charterers approached the Company to acquire the vessel and discussions are still ongoing. In the case of MV Cyclades, the vessel was sold at a price that the company considered to be above market. The vessel was delivered to her new owner in November and the charter was terminated.

At June 30, 2011, the six 2009-built product tankers had long-term charters that expire between the first quarter of 2018 and the second quarter of 2019. The charter-free market value of the vessels remained below the carrying value and therefore, the Company performed an impairment test by estimating the undiscounted cash flows of the vessels. A low probability to sell those vessels was assigned as management’s intention was to hold those vessels through the remainder of their useful life. As a result, the undiscounted cash flows for those vessels exceeded their net book value and no impairment was recorded. The M/T Ioannis P did not have an indication of impairment since the fair vale exceeded the carrying amount at June 30, 2011. The M/T Delos was chartered in under an operating lease until October 15, 2011.

In accordance with the Company’s accounting policy and ASC 360, the vessels shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.  In the case of M/V Papillon, there has been a further drop in its charter free market value since June 30, 2011, and the vessel may be impaired in view of the Company’s intention to dispose of it following the expiration of its charter scheduled in the first to third quarter of 2012.  In the case of M/V Pepito, there is a high probability that the vessel will be sold. As for the remaining six product tanker vessels, management is currently re-evaluating its strategy which may affect the assigned probability of disposing these vessels.

Securities and Exchange Commission

December 9, 2011

Page 4

Comment 3.

In addition, your risk factor on breach of certain loan covenants on page 15 specifies that a violation of covenants provide the lender with the right to require you to sell vessels in the fleet. Your impairment accounting policy for vessels (long-lived assets), as disclosed on pages 92 and F-11, state that impairment occurs when future undiscounted cash flows expected to be earned by such vessels over their operating lives (or use of the asset) is less than its carrying value. As your accounting policy only states that future undiscounted cash flows are considered over the operating life or use of the asset, it is unclear if your assumptions on impairment and future undiscounted cash flows consider the probability that your lender will require the sale of any vessels. Please tell us in detail if your probability-weighted approach considers any assumptions on the likelihood that the lender may require a sale of an asset(s) prior to the period that you would have sold or eventually dispose of the asset. As a decision to sell a vessel does not appear to be under your unilateral discretion (or control), it appears that your assumptions in your impairment analysis should consider the probability of this event. In your response, please completely and clearly address this specific issue, including additional disclosures that may be required to clarify your accounting policy, accordingly. Lastly, please tell us whether any of the three vessel sales in 2011 were required by your lender.

Response:

The Company intends to revise the risk factor to clarify that the decision to sell a vessel cannot be imposed by a lender.  Specifically, the Company intends to revise the risk factor in all future filings to read as follows: “the lender has the right to require us to post additional collateral, increase our interest payments and/or pay down our indebtedness to a level where we are in compliance with our loan covenants. Furthermore, the lenders may accelerate our indebtedness and foreclose their liens on our vessels, in which case our vessels may be auctioned or otherwise transferred.”

If a lender chooses to foreclose on a vessel, it must provide a notice of default to the borrower, accelerate the relevant loan and otherwise comply with the procedures under the relevant loan agreement and proceed to enforce its rights, including taking control of the mortgaged vessel. As a result, the Company did not assign a probability to the assumption that the lender could require a sale of a vessel in its impairment analysis.

The Company advises the Staff that none of its vessel sales have been imposed by any of the Company’s lenders or is the result of foreclosure.

Form 6-K furnished on August 3, 2011

Comment 4.

We note that as of the date of this release, you were still in breach of loan covenants and that you are still in discussions with these banks to amend covenants or receive waivers for these breaches. We also note that you expect your lenders will not demand payment of your loans before maturity, provided you pay loan installments and accumulated or accrued interest as they fall due. Although the statement of cash flows shows debt payments of $14,383 million for the period ended June 30, 2011, it is not clear as to whether you are in fact current on loan installments and interest. Please tell us whether these payments are current, the status of negotiations with your lenders, and provide us an update on management’s plan for liquidity.

Response:

As of the date of this letter, all principal and interest payments to lenders have been made when due. The Company believes that it will continue to make payments of principal and interest as required under the loan agreements and therefore the Company does not expect that the lenders will declare an event of default. In response to the Staff’s comment, the Company undertakes to revise its disclosure in all future filings and disclose whether it is current or not with loan installments and interest, in order to provide additional clarity and ease of analysis for readers.

With respect to recent developments relating to the Company’s liquidity, on August 24, 2011, the Company entered into the Common Stock Purchase Agreement (the “Purchase Agreement”) with Sovereign Holdings Inc. (“Sovereign”), a company controlled by the Company’s Chief Executive Officer. Under the Purchase Agreement, commonly known as an equity line, Sovereign committed to purchase up to $10 million of the Company’s common shares, to be drawn down from time to time at the request of the Company over a period of 12 months (the “Sovereign Transaction”). Shares purchased under the Agreement are priced at the greater of (i) $0.45 per share and (ii) a per-share price of 35% of the volume weighted average price of the Company’s common shares on the Nasdaq Global Select Market for the previous 12 trading days.

The Sovereign Transaction provide

November 17, 2011
 Via E-mail

Alexandros Tsirikos Chief Financial Offi cer and Director
Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece
Re: Top Ships Inc.
 Form 20-F for Fiscal Year Ended December 31, 2010
Filed April 11, 2011 File No. 001-50859

Dear Mr. Tsirikos:
 We have reviewed your filing and have the following comments.  In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, 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 Fiscal Year Ended December 31, 2010

 Tabular Disclosure of Contractual Obligations, page 80

1. As all your debt has been clas sified as current because of the covenant violations and
cross default provisions in all your bank facilitie s, it is appropriate to  reflect the debt as
due within 1 year in the contra ctual obligations table since th e debt can be called in for
payment at any time.  Although you have provi ded a complete discussion of each debt
agreement in narrative form in the pages (81- 90) that follow the contractual table, it
appears that an additional fi nancial table that supplement s your contractual obligations
table (and presented before your narrative in formation on the various debt agreements)
may provide additional clarity and ease of anal ysis for readers.  In this regard, the
additional financial table should detail th e payments for each debt agreement due by
periods, as provided in the debt agreements  since your outstanding loans require balloon
payments and have different repayment terms.   You should also provide a headnote to the
table disclosing that the entire amount of debt due has been classified as current in the
contractual obligation tabl e, as your consolidated financial statements presents the debt as

Alexandros Tsirikos  Top Ships Inc. November 17, 2011 Page 2

 a current liability, as the debt can be calle d for payment by the lende r at any time.  We
believe this would assist an investor in understanding your liquidity position in a more
complete manner.

Note 2(j) Impairment of Long-Lived Assets, page F-11

2. We note that three vessels have been sold s ubsequent to year end at losses totaling $105
million.  Please tell us what factors changed fr om the date of your last impairment test
performed as of December 31, 2010 when it was determined that the carrying value of the
vessels were recoverable.  Also tell us whether these factors have impacted the ten
vessels currently held.  Include in your response whether you pl an to perform an
additional impairment analysis for these vessels.

3. In addition, your risk factor on breach of certain loan covena nts on page 15 specifies that
a violation of covenants provide  the lender with the right to require you to sell vessels in
the fleet.  Your impairment accounting policy fo r vessels (long-lived assets), as disclosed
on pages 92 and F-11, state that impairment oc curs when future undiscounted cash flows
expected to be earned by such vessels over th eir operating lives (or us e of the asset) is
less than its carrying value.  As your acc ounting policy only states that future
undiscounted cash flows are considered over the operating life or use of the asset, it is
unclear if your assumptions on impairment a nd future undiscounted cash flows consider
the probability that your lender will require the sale of any vessels.   Please tell us in detail
if your probability-weighted approach cons iders any assumptions on the likelihood that
the lender may require a sale of  an asset(s) prior to the peri od that you would have sold or
eventually dispose of the asset.  As a decisi on to sell a vessel does not appear to be under
your unilateral discretion (or control), it appears that your assumptions in your
impairment analysis should consider the proba bility of this event.  In your response,
please completely and clearly address this sp ecific issue, including additional disclosures
that may be required to clarify your accounting policy, accordingly.  Lastly, please tell us
whether any of the three vessel sales in  2011 were required by your lender.
 Form 6-K filed August 3, 2011

4. We note that as of the date of this release, you were still in breach of loan covenants and
that you are still in discussions with these banks to amend covenants or receive waivers
for these breaches.  We also note that you expect your lenders will not demand payment
of your loans before maturity, provided you pa y loan installments and accumulated or
accrued interest as they fall due.  Although the statement of cash flows shows debt
payments of $14,383 million for the period en ded June 30, 2011, it is not clear as to
whether you are in fact current on loan insta llments and interest.  Please tell us whether
these payments are current, the status of nego tiations with your lenders, and provide us an
update on management’s plan for liquidity.

Alexandros Tsirikos  Top Ships Inc. November 17, 2011 Page 3

 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 Theresa Me ssinese at 202-551-3307 or Jo e Foti at 202-551-3816 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact me at 202-551-3380 w ith any other questions.

Sincerely,
   /s/ Lyn Shenk
 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

    d1025773_corresp.htm

TOP SHIPS INC.

1 VAS. SOFIAS AND MEG. ALEXANDROU STR

15124 MAROUSSI, GREECE

August 27, 2009

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Re:

Top Ships Inc. Registration Statement on Form F-3 (No. 333-161022)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-3 on August 4, 2009, as amended on August 18, 2009, be accelerated so that it will be made effective at 4:30 p.m. Eastern Daylight Time on August
31, 2009, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

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

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

    Yours truly,

    TOP SHIPS INC.

 By:
 /s/ Alexandros Tsirikos

 Name:     Alexandros Tsirikos

 Title:        Chief Financial Officer

SK 231160001 1025773

Mail Stop 3561
August 14, 2009

VIA US MAIL AND FACSIMILE (212) 480-8421

Gary J. Wolfe, Esq.  Seward & Kissel LLP  One Battery Park Plaza  New York, NY 10004
 Re: Top Ships Inc.
  Registration Statement on Form F-3
  Filed August 4, 2009    File No. 333-161022
Dear Mr. Wolfe:
  We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional concerns.    Please understand that the purpose of our re view 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.

Plan of Distribution, page 14

1. We note the disclosure th at Hongbo Shipping Company Limited “may be deemed
to be” an underwriter.  Please revise he re and on the prospectus cover page to
affirmatively identify Hongbo Shipping as an underwriter.
 Exhibit 5.1

2. Please have counsel define the term “O ffering” in the third paragraph of the
opinion as the term “Offering” is not defined elsewhere in the opinion.

Gary J. Wolfe, Esq.
Seward & Kissel LLP
August 14, 2009  Page 2

3. Please have counsel delete assumption (ii) in the third paragraph.  We view this
statement as a legal conclusion that should be opined upon by legal counsel.
4. Please have counsel delete the last paragraph on page one as it does not appear
this paragraph is applicable to this offering.
5. Please have counsel revise the first pa ragraph on page two to opine that the
Securities are fully paid and non-assessable as  it appears that th e Securities have
already been issued.

*  *  *  *  *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in your filing to be certain that  the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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.    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking action with respect
to the filing;

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

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

Gary J. Wolfe, Esq.
Seward & Kissel LLP
August 14, 2009
Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact J. Nolan McWilliams at  (202) 551-3217 or, in his absence, me
at (202) 551-3412 if you have any qu estions regarding comments.
          S i n c e r e l y ,              A m a n d a  R a v i t z           B r a n c h  C h i e f  –  L e g a l

CORRESP
1
filename1.htm

    d1010507_corresp.htm

TOP SHIPS INC.

1 VAS. SOFIAS AND MEG. ALEXANDROU STR

15124 MAROUSSI, GREECE

         August 11, 2009

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Re:

Top Ships Inc. Registration Statement on Form F-3/A (No. 333-160412)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on Form F-3 on July 1, 2009, as amended on July 27, 2009 and August 4, 2009, be accelerated so that it will be made effective at 4:30 p.m. Eastern
Daylight Time on August 13, 2009, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

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

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

Yours truly,

TOP SHIPS INC.

By:  /s/ Alexandros Tsirikos

 Name:    Alexandros Tsirikos

 Title:      Chief Financial Officer

SK 23116 0005 1010507 v4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
July 23, 2009
Gar J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Re: Top Ships Inc.
Registration Statement on Form F-3
Filed July 1,2009
File No. 333-160412
Dear Mr. Wolfe:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unecessar. Please be as detailed as necessar
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 ths
information, we may raise additional concerns.
Please understand that the purose 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.
Plan of Distribution. page 16
1. We note that Y A Global is identified as an underwriter on page 16. Please revise
the prospectus cover page to identify Y A Global as an underwiter.
2. We note that Y A Global is identified as the sellng shareholder on page 14.
However; we also note the disclosure on page 16 that other sellng shareholders
may be identified as underwiters. Please clarfy whether there are any additional
sellng shareholders.
*****

Gary J. Wolfe, Esq.
Seward & Kissel LLP
July 23, 2009
Page 2
As appropriate, please amend your registration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please fush a cover letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.
We urge all persons who ate responsible for the accuracy and adequacy of the
disclosure in your filing to be certain that the filing includes all inormation required
under the Securities Act of 1933 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.
Notwthstanding our comments, in the event the company requests acceleration of
the effective date ofthe pending registration statement, it should fush a letter, at the
time of such request, acknowledging that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from takng action with respect
to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
· the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
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 connection
with our review of your filing or in response to our comments on your filing.
We wil consider a wrtten request for acceleration of the effective date of the
registration statement as coiirmation of the fact that those requesting acceleration are
aware of their respective responsibilties under the Securties Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement. Please allow adequate time after the fiing of any amendment
for fuher review before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested effective date.

Gar J. Wolfe, Esq.
Seward & Kissel LLP
July 23, 2009
Page 3
You may contact J. Nolan McWillams at (202) 551-3217 or, in his absence, me
at (202) 551-3412 if you have any questions regarding comments.
Sincerely,
Amanda Ravitz
Branch Chief - Legal
cc: Via Facsimile (212) 480-8421

Mail Stop 3561
        December 12, 2008   Evangelos J. Pistiolis Chief Executive Officer Top Ships, Inc. 1 Vas. Sofias and Meg. Alexandrou Street 151 24 Maroussi Athens, Greece

Re: Top Ships, Inc.
 File No. 000-50859  Form 20-F:  For the fiscal year ended December 31, 2007  Form 6-K furnished on June 20, 2008

Dear Mr. Pistiolis:
  We have completed our review of your Form 20-F and related filing and have no
further comments at this time.

        S i n c e r e l y ,

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

    d937597_corresp.htm

    November
12, 2008

    VIA
EDGAR

    Mr. Lyn
Shenk

    Branch
Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    CF/AD5

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Re:     Top
Ships Inc.

     File
No. 000-50859

    Form 20-F
for Fiscal Year Ended December 31, 2007

    Form 6-K
furnished on June 20, 2008

    Dear Mr.
Shenk:

    We
represent TOP SHIPS INC. (the “Company”).  This letter responds to
comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) to the Annual Report on Form 20-F for the fiscal year ended December
31, 2007 (“Form 20-F”) filed May 21, 2008 and to the Form 6-K submitted to the
SEC on June 20, 2008 of the Company, as provided in a letter to Evangelos J.
Pistiolis, the Company’s President and Chief Executive Officer, dated October
10, 2008 (the “Comment Letter”).  This letter sets forth the Company’s
responses to the Staff’s comments.

    For your
convenience, the Staff’s comments have been restated in their entirety, with the
responses to each comment set forth immediately under the comment.

    Form 20-F For the Year Ended
December 31, 2007

    Item 5.  Operating
and Financial Review and Prospects

    A. Operating
Results

              Comment
      1.

              We
      note that a significant portion of your results of operations disclosure
      is dedicated to stating, in narrative text form, dollar and percentage
      changes in accounts. In addition, while you discuss certain factors to
      which changes are attributable, you do not quantify the impact of certain
      of these factors nor analyze the underlying business reasons for the
      changes. For example, you state that voyage expenses increased in 2007
      because i) your vessels operated 32.9% in the spot market in 2007,
      compared to 27.9% in the spot market in 2006 and ii) there was an increase
      in the number of times your vessels passed through
  canals.

              However
      you have not explained why canal passes increased or the amount by which
      additional canal passes increased voyage expenses. Furthermore, it is
      unclear why a portion of the increase in voyage expenses would be
      explained by the percentage of voyage days that your vessels operated in
      the spot market, when the aggregate number of days that your vessels
      operated in the spot market declined. In this regard, we note that the
      increase in voyage expense recognized in 2007 could have been more
      effectively described by a) presenting the table included in Note 18 to
      your financial statements and b) discussing the operating and business
      factors that contributed to the changes in each significant expense
      category shown in the table.

    ·       In general, we believe that the
MD&A disclosure in your annual report on Form 20-F could be improved and
made more user friendly and clear by:

    ·       Increasing the use of tables to
present the dollar and percentage changes in accounts, rather than including
such information in narrative text form;

    ·       Using tables to list, quantify and
sum all of the material individual factors to which changes in accounts are
attributable;

    ·       Refocusing the narrative text portion
of the disclosure on an analysis of the underlying business reasons and / or
industry and operating trends driving the individual factors in the tables
above;

    ·       Ensuring that all material factors
are quantified and analyzed;

    ·       Quantifying the effects of changes in
both price and volume on revenues and expenses categories, where appropriate
(for example quantifying the change in bunker expense that was related to price
increases as well as usage).

    Please
revise your MD&A disclosure in future filings accordingly.

              Response:

              Using
      the Staff’s recommendations as guidance, the Company will revise its
      MD&A disclosure in its future filings and submissions in order to make
      the presented information more user-friendly and
  clear.

    B. Liquidity and capital
resources, page 52

              Comment
      2.

              You
      state that you expect your working capital generation, in combination with
      your existing cash balances and recent equity offerings, will be
      sufficient to cover your liquidity requirements (page 53). However, we
      note the following with regard to your working capital, existing cash,
      liquidity and capital resources:

              ·

              You had a working capital
      deficit of approximately $51.1 million as of December 31,
      2007.

              ·

              Per the Form 6-K furnished on
      June 20, 2008, your working capital and available cash appear to have
      declined during the three month period ended March 31,
      2007.

          2

              ·

              There may be underlying
      limitations on your future borrowing capacity under certain of your credit
      facilities, given that many of your credit facilities include a covenant
      requiring that the aggregate market values of your mortgaged vessels equal
      or exceed the aggregate outstanding principal amounts under the facilities
      by a percentage in the range of 25% to
  45%.

              ·

              It appears that certain of the
      credit facilities entered into by your subsidiaries may limit the amount
      of income distributions that the subsidiaries can make to the parent
      company.

              ·

              The 15.5% discount that was
      given on your privately placed common shares issued in April of 2008, as
      well as the reverse stock split effected in March of 2008 in order to
      encourage greater interest in your shares by both the financial community
      and investors, may be indicators of challenges for your company to raise
      capital in the equity
markets.

              ·

              The equity capital raised by
      your company in April of 2008 was used to fund another 2008 loan, was used
      to prepay a bridge loan, and will be used to fund your diversification
      into the dry bulk sector and your “newbuilding”
      program.

    Given
that your current liabilities (including the current portion of long-term debt)
significantly exceeded your current assets as of December 31, 2007 and March 31,
2008, we believe that you should enhance your MD&A disclosure regarding your
short-term capital needs. We believe that your expanded disclosure should
include, but not limited to, a discussion of i) your current working capital
position, including the amount of debt due to be repaid in the next year, ii)
the specific sources of funding available to satisfy your short-term capital
needs particularly if spot rates do not recover to levels necessary to return
your company to profitability, iii) the aggregate borrowing capacity available
to your company, as well as any known terms related to such borrowing capacity,
and iv) any restrictions on your ability to satisfy the short-term liquidity
needs of your company or your subsidiaries through the distribution of income or
borrowings of other subsidiaries. Please provide your proposed
expanded disclosure as part of your response.

              Response:

              As
      per the Staff’s recommendation, the Company will expand its disclosure
      regarding short term capital needs. Specifically, the company proposes the
      following expanded disclosure in its discussions of liquidity and capital
      resources:

    Our
material capital requirements for the coming 12 months are as
follows:

    Total
current liabilities as at [year end]

    Interest
payment

    Newbuildings

    Operating
leases

          3

    Lease
payments under sale leasebacks

    The
capital currently available to cover the above capital requirements is as
follows:

    Funds as
at [year end]

    Cash
balances, excluding restricted cash

    Undrawn
amount from bank facility for newbuildings

    Subtotal

    We expect
to finance the remaining $____ of material capital requirements from our
operations.

    If funds
generated from operations do not suffice to cover the capital requirements, we
will consider one or more of the three following options for raising additional
capital in order to cover the shortfall: sale of assets, bank financing or
raising funds through sale of [debt or] equity.  When deciding which
of these options to pursue, we will take into consideration stock market
conditions, the interest rate environment, credit market conditions, vessel sale
and purchase market conditions and valuations as well as other factors that we
will consider important at that time.

    The
Company will also include a narrative of the prevailing conditions in each of
the aforementioned markets and our current working capital
position.  Furthermore, the Company will include a discussion of any
limitations on the use of cash, the transfer of funds between the different
companies of the group, or on the drawdown of bank facilities.

    Item 18
.  Financial Statements

    Notes to the consolidate
financial statements

    Note 4. Segment
Reporting

              Comment
      3.

              Per
      your disclosure, it appears that “Operating income (loss)” is the measure
      of segment profit or loss reviewed by your chief operating decision maker.
      However, we note that your ship-owning subsidiaries often borrow
      significant amounts of debt in order to fund the acquisition of vessels.
      In this regard, it appears that your recent entry into the dry bulk
      shipping sector may result in the issuance of a significant amount of debt
      in connection with the acquisition of dry bulk vessels. To the extent that
      you plan to finance the acquisition of dry bulk vessels using debt, please
      tell us whether each segment’s interest expense will be a measure
      regularly reviewed by your chief operating decision maker. If so, in
      future filings, please expand your footnote to reconcile the total of the
      reportable segments “Operating income
(loss)”

          4

    to
your consolidated income before income taxes, extraordinary items, and
discontinued operations, in accordance with paragraph 32(b) of SFAS No.
131.

              Response:

              As
      noted by the Staff, the Company recently entered the dry bulk
      market.  Currently, its dry bulk fleet consists of one vessel
      delivered to it in December of 2007 and four vessels delivered to it in
      the first and second quarters of 2008. The Company’s chief operating
      decision maker started reviewing interest expense by segment beginning in
      the second quarter of 2008 when interest expense for its dry bulk vessels
      became significant.

    As per
the Staff’s recommendation, the Company will expand the footnote to reconcile
the total of the reportable segments “Operating income (loss)” to “Net income
(loss)” in all future filings and submissions.

    Form 6-K furnished on June
20, 2008

    Appendix A – Specific Items
Affecting Net Income (Loss)

              Comment
      4.

              We
      note that you disclose the non-GAAP measure “Net income (loss) after
      specific items”. However, we do not believe that you have adequately
      explained why the presentation of this non-GAAP performance measure
      provides useful information to investors regarding your results of
      operations or your financial condition. In this regard, we do not believe
      that security analysts’ election to exclude certain items from “reported
      net income (loss)” for purposes of their published estimates of the
      company’s financial results adequately supports the disclosure of your
      non-GAAP measure. As such, please tell us and revise your disclosure to
      discuss the substantive reasons, specific to you, which demonstrate the
      usefulness of disregarding recurring items such as stock-based
      compensation, changes in the fair value of your financial instruments, and
      unexpected repairs when evaluating your performance. Alternatively, please
      discontinue the presentation of this non-GAAP measure. Refer to item
      10(e)(1)(i)(C) of regulation S-K for further
  guidance.

              Response:

              As
      per the Staff’s recommendation, the Company will discontinue the
      presentation of “Net income (loss) after specific items” which is a
      non-GAAP measure.

          5

    The
Company hereby acknowledges that (i) the Company is responsible for the adequacy
and accuracy of the disclosures in the filings; (ii) Staff comments or changes
to disclosures in response to Staff comments in the filings reviewed by the
Staff do not foreclose the SEC from taking any action with respect to the
filing; and (iii) the Company may not assert Staff comments as a defense in any
proceedings initiated by the SEC or any person under the federal securities laws
of the United States.

    Thank you
for your attention to the Company’s reports.  If you have any
additional comments or questions, please contact the undersigned at (212)
574-1223 or Anthony Tu-Sekine at (202) 737-8833.

              Very
      truly yours,

              Seward
      & Kissel llp

              By:

              /s/
      Gary J. Wolfe

              Gary
      J. Wolfe

              Cc:

              Jeffrey
      Sears, SEC

              Evangelos
      Pistiolis

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

November 1, 2007

Via Facsimile

Stamatios N. Tsantanis
Chief Financial Officer
Top Tankers Inc.
1 Vassilissis Sofias and Meg.
Alexandrou Street, 15124
Maroussi, Greece

 RE:  Top Tankers Inc.
   Form 20-F for the Year Ended December 31, 2006
   File Number: 000-50859

Dear Mr. Tsantanis:

 We have completed our review of your Form 20-F and related filings, and at this time do
not have further comments.

       S i n c e r e l y ,

       M i c h a e l  F a y
       A c c o u n t i n g  B r a n c h  C h i e f

cc: Gary J. Wolfe, Seward & Kissel LLP

CORRESP
1
filename1.htm

    d823228_corresp.htm

        October 31, 2007

      VIA
        EDGAR

      Mr.
        Michael Fay

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      CF/AD5

      100
        F Street, N.E.

      Washington,
        D.C. 20549

      Re:  TOP
        Tankers Inc. Form 20-F for Fiscal Year

      Ended
        December 31, 2006 (File No. 000-50859)

      Dear
        Mr. Fay:

      This
        letter responds to comments of the
        staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) made
        to Stamatios Tsantanis, the Chief Financial Officer of Top Tankers Inc. (the
        “Company”) in a telephone conversation on October 25, 2007.  During
        the telephone conversation the Staff and Mr. Tsantanis discussed the Company’s
        letter to the Staff dated October 24, 2007 (the “Second October Letter”), which
        together with letters to the Staff dated October 18, 2007, September 18,
        2007
        and August 24, 2007 responded to the Staff’s comments to the Annual Report on
        Form 20-F for the fiscal year ended December 31, 2006 (“Form 20-F”) of the
        Company filed April 20, 2007.

      In
        the Second October Letter, the Company reiterated its view that the deferral
        method is one of three generally accepted methods of accounting for costs
        incurred in connection with Planned Major Maintenance Activities
        (“PMMA”).  However, the Company also acknowledged the view that the
        direct expense method is a preferable method of accounting for costs incurred
        in
        connection with PMMA and proposed to change its method of accounting for
        PMMA
        from the deferral method to the direct expense method commencing with the
        first
        quarter of fiscal year 2008 as a change in accounting principle in accordance
        with Statement of Financial Accounting Standards No. 154 Accounting Changes
        and Error Corrections (“SFAS No. 154”).

      In
        its oral comments expressed in the telephone conversation on October 25,
        2007,
        the Staff accepted the Company’s proposal to change its accounting policy with
        respect to its drydocking costs or PMMA as proposed in the Second October
        Letter
        from an accepted accounting principle to a preferable accounting principle
        in
        accordance with U.S. Generally Accepted Accounting
        Principles.  However, the Staff requested that the Company commence
        the change in accounting policy beginning with the fourth quarter of the
        fiscal
        year ending

          Mr.
            Michael
            Fay

            October
              31, 2007

Page
            2

      December
        31, 2007, rather than the first quarter of fiscal year 2008 as proposed by
        the
        Company.  The Company advises the Staff that it will make the proposed
        change in accounting policy beginning with the fourth quarter of fiscal year
        2007.

      The
        Company will announce this change
        in accounting policy in its earnings release for the third quarter of 2007,
        which will also be filed on Form 6-K on EDGAR.  The Company’s proposed
        announcement is as follows:

                “Change
                  of Accounting Principle

                The
                  Company has historically accounted for drydocking costs that qualified
                  as
                  “Planned Major Maintenance Activities” (“PMMA”) using the deferral method.
                  Beginning with the fourth quarter of 2007 the Company intends to
                  change
                  its accounting policy for PMMA from the deferral method, under
                  which the
                  Company amortized drydocking costs over the estimated period of
                  benefit
                  between drydockings, to the direct expense method, under which
                  the Company
                  will expense all drydocking costs as incurred.  We believe the
                  direct expense method is preferable as it eliminates the significant
                  amount of time and subjectivity involved to determine which costs
                  and
                  activities related to drydocking qualify as PMMA under the deferral
                  method..  The Company will reflect this change as a change in
                  accounting principle from an accepted accounting principle to a
                  preferable
                  accounting principle in accordance with Statement of Financial
                  Accounting
                  Standards No. 154, Accounting Changes and Error Corrections. The
                  new accounting principle will be presented retrospectively to all
                  periods
                  presented in future earnings releases and filings.  When the
                  accounting principle is retrospectively applied, net income for
                  the year
                  ended December 31, 2006 and the nine month period ended September
                  30, 2007
                  will decrease by approximately $[__] million and $[__], or $[__]
                  and
                  $[__]per share, respectively.”

      The
        Company’s independent registered public accounting firm has reviewed this letter
        and has agreed with the Company’s proposal to account for this change as a
        change in accounting principle in accordance with SFAS No. 154.

      The
        Company hereby acknowledges that (i) the Company is responsible for the adequacy
        and accuracy of the disclosures in the filings; (ii) Staff comments or changes
        to disclosures in response to Staff comments in the filings reviewed by the
        Staff do not foreclose the SEC from taking any action with respect to the
        filing; and (iii) the Company may not assert Staff comments as a defense
        in any
        proceedings initiated by the SEC or any person under the federal securities
        laws
        of the United States.

          Mr.
            Michael
            Fay

            October
              31, 2007

Page
            3

      Thank
        you for your attention to the Company’s reports.  If you have any
        additional comments or questions, please contact the undersigned at (212)
        574-1223 or Anthony Tu-Sekine at (202) 737-8833.

                Very
                  truly yours,

                SEWARD
                  & KISSEL
                  LLP

                By:

                /s/
                  Gary J. Wolfe

                Gary
                  J. Wolfe

                Cc:

                Doug
                  Jones, SEC

                Lyn
                  Shenk, SEC

                Top
                  Tankers Inc.

                George
                  Cambanis, Deloitte Hadjipavlou Sofianos & Cambanis
                  S.A.

                Jack
                  Azose, Deloitte & Touche, LLP

      SK
        23116 0001 823228 v2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        October 18, 2007

Via Mail and Fax

Stamatios N. Tsantanis
Chief Financial Officer
Top Tankers Inc.
1 Vassilissis Sofias and Meg.
Alexandrou Street, 15124
Maroussi, Greece

 RE:  Top Tankers Inc.
   Form 20-F for the Year Ended December 31, 2006
   File Number: 000-50859

Dear Mr. Tsantanis:

 We have reviewed your corresponden ce dated September 18, 2007, and have the
following comment.  We believe you should amend your filings as indicated in our
comment.  If you disagree, we will consider you r explanation as to why an amendment is
not necessary.  Please be as detailed as neces sary in your explanation.  Please file your
response to our comment via EDGAR, under the label “corresp,” within 10 business days
from the date of this letter.

Form 20-F for the Year Ended December 31, 2006

Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
(m) Accounting for Dry-Docking Costs

1. We note your response to our prior comment number 3.  The fact that you have begun
labeling these costs as Planned Major Maintenance Activities (or “PMMA”) in
response to our comments does not change the underlying natu re of the large majority
of the costs that you have cap italized as drydocking; they  are expenditures incurred
for repair and maintenance that do not apprec iably extend the useful life, increase the
earning capacity, or improve the efficiency of  vessels, but rather allow vessels to
continue to be operated in their current capacity.  With respect to your reference to
FSP AUGAIR-1, we believe the guidance was in tended solely to eliminate use of the
accrue-in-advance method.  While we understand your effort to analogize to the AICPA Airline Guide and its reference to th e deferral method, it is important to note

Top Tankers Inc.
October 18, 2007
Page 2
that the deferral method is ra rely used in practice by air lines.  In fact, the largest
airlines expense maintenance as incu rred and do not use the deferral method.
Because direct expensing, rather than defe rral, is the predominant method used in
practice in the airline indus try, we do not find your analogy to the Airline Guide’s
deferral method to be a compelling reason to allow you to capitalize non-betterment
repair and maintenance costs incurred duri ng drydocking.  In a ddition, your practice
of capitalizing these repair and maintenance costs is problematic because it implies that estimated useful lives assigned to a portion of your vessels’ initial costs were
greater than they should have been (built-in overhaul method) .  It is also problematic
because it results in inconsistent treatmen t by you of repair and maintenance costs,
with some being capitalized and some bei ng expensed depending solely on whether
the costs were performed before or afte r being noted as necessary by a drydocking
inspection.  We do not object to you capitalizing the actual  cost of the regulatory
inspection and the drydocking itself (i.e., the cost to put the ship  in the dry dock and
have it stored there temporarily).  However, we continue to believe repair and maintenance costs that are not betterment s do not qualify for deferral but rather
should be expensed as incu rred in accordance with your accounting policy for repair
and maintenance costs, which states that  all repair and maintenance costs are
expensed as incurred.  We believe you should amend your Form 20-F for the year
ended December 31, 2006 and subsequent fili ngs, as appropriate, to restate your
financial statements to expense, rather  than defer and amortize, repair and
maintenance costs incurred during drydockings  in conformity with your repair and
maintenance costs accounting policy.

  You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3816
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief

cc: Gary J. Wolfe, Seward & Kissel LLP

CORRESP
1
filename1.htm

    d820829.htm

    SEWARD
      & KISSEL LLP

    One
      Battery Park Plaza

    New
      York, New York 10004

    October
      24, 2007

    VIA
      EDGAR

    Mr.
      Michael Fay

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    CF/AD5

    100
      F Street, N.E.

    Washington,
      D.C. 20549

    Re:  TOP
      Tankers Inc. Form 20-F for Fiscal Year

    Ended
      December 31, 2006 (File No. 000-50859)

    Dear
      Mr. Fay:

    This
      letter responds to follow-on comments of the staff (the “Staff”) of the
      Securities and Exchange Commission (the “SEC”) to the Annual Report on Form 20-F
      for the fiscal year ended December 31, 2006 (“Form 20-F”) of TOP Tankers Inc.
      (the “Company”) filed April 20, 2007, as provided in a letter to Stamatios
      Tsantanis, the Company’s Chief Financial Officer, dated October 18, 2007 (the
“October Comment Letter”).  The Staff had initially provided comments
      to the Company’s Form 20-F in a letter dated August 2, 2007 (the “August Comment
      Letter”), to which the Company responded in correspondence filed on EDGAR on
      August 24, 2007 (the “Initial Response Letter”).  The Staff provided
      follow-on comments to in a letter dated September 5, 2007 (the “September
      Comment Letter” and, together with the October Comment Letter and the August
      Comment Letter, the “Comment Letters”), to which the Company responded in
      correspondence on EDGAR on September 18, 2007 (the “Second Response
      Letter”).  This letter sets forth the Company’s responses to the
      Staff’s comments.

    For
      your convenience, the Staff’s comments have been restated in their entirety,
      with the responses to each comment set forth immediately under the
      comment.

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

    Notes
      to Consolidated Financial Statements

    Note
      2. Significant Accounting Policies

    (m)
      Accounting for Dry-Docking Costs

              Comment
                1.

              We
                note your response to our prior comment number 3.  The fact that
                you have begun labeling these costs as Planned Major Maintenance
                Activities (or “PMMA”) in response to our comments does not change the
                underlying nature of the large majority of the  costs that you have
                capitalized as drydocking; they are expenditures incurred for repair
                and
                maintenance that do not appreciably extend the useful life, increase
                the
                earning capacity, or improve the efficiency of vessels, but rather
                allow
                vessels to continue to be operated in their current
                capacity.  With respect to your reference to FSP AUGAIR-1, we
                believe the guidance was intended solely to eliminate use of the
                accrue-in-advance method.  While we understand your effort to
                analogize to the AICPA Airline Guide and its reference to the deferral
                method, it is important to note that the deferral method is rarely
                used in
                practice by airlines.  In fact, the largest airlines expense
                maintenance as incurred and do not use the deferral
                method.  Because direct expensing, rather than deferral, is the
                predominant method used in practice in the airline industry, we do
                not
                find your analogy to the Airline Guide’s deferral method to be a
                compelling reason to allow you to capitalize non-betterment repair
                and
                maintenance costs incurred during drydocking.  In addition, your
                practice of capitalizing these repair and maintenance costs is problematic
                because it implies that estimated useful lives assigned to a portion
                of
                your vessels’ initial costs were greater than they should have been
                (built-in overhaul method).  It is also problematic because it
                results in inconsistent treatment by you of repair and maintenance
                costs
                with some being capitalized and some being expensed depending solely
                on
                whether the costs were performed before or after being noted as necessary
                by a drydocking inspection.  We do not object to you
                capitalizing the actual costs of the regulatory inspection and the
                drydocking itself (i.e., the cost to put the ship in the dry dock
                and have
                it stored there temporarily).  However, we continue to believe
                repair and maintenance costs that are not betterments do not qualify
                for
                deferral but rather should be expensed as incurred in accordance
                with your
                accounting policy for repair and maintenance costs, which states
                that all
                repair and maintenance costs are expensed as incurred.  We
                believe you should amend your Form 20-F for the year ended December
                31,
                2006 and subsequent filings, as appropriate, to restate your financial
                statements to expense, rather than defer and amortize, repair and
                maintenance costs incurred during drydockings in conformity with
                your
                repair and maintenance costs accounting
                policy.

              Response:

              As
                discussed in our Second Response Letter, we have historically accounted
                for costs incurred with PMMA we deemed directly related to drydocking
                using the deferral method and costs we deemed to be repair and maintenance
                using the direct expense method.  We continue to believe that
                the deferral method is one of three generally accepted methods of
                accounting for costs incurred with PMMA for the reasons indicated
                in our
                Second Response Letter.  We believe our analogy to FSP AUGAIR-1
                (“FSP AIR”) is relevant to our industry as the Financial Accounting
                Standards Board (“FASB”) staff noted during the deliberation of the FSP
                AIR that the primary guidance on accounting for PMMA is the AICPA
                Industry
                Audit Guide, Audits of Airlines (the “Guide”). The FASB
                staff also noted during the FSP AIR deliberations that there is
                significant diversity in the way companies define PMMA and specifically
                noted that entities in the shipping industry typically account for
                PMMA
                using the deferral method.  Section 3.64 of the Guide notes the
                following regarding PMMA:

                “For
                  accounting purposes, airframe and aircraft engine overhauls
                  encompass all inspections or replacements of major components,
                  which the civil air regulations require at specific maximum periodic
                  intervals to recertify that the frame or engine is completely
                  airworthy.  An overhaul does not include, however, the cost of
                  routine replacement of minor parts and servicing or inspection
                  of
                  airframes and aircraft engines.” [Emphasis
                  added]

                Section
                  3.69 of the Guide notes the following regarding the accounting
                  methods:

                “Air
                  carriers should adopt an accounting method that recognizes overhaul
                  expenses in the appropriate period…The following methods are most often
                  employed:…Deferral method.”

              Section
                3.72 of the Guide notes the following regarding the deferral
                method:

                 “Deferral
                  Method.  Under the deferral method, the actual cost of each
                  overhaul is capitalized and amortized to the next
                  overhaul.”

              While
                PMMA are not well defined in the Guide, an overhaul as described
                in the
                Guide includes the cost of all inspections required by civil air
                regulations.  The Guide further supports the capitalization of
                overhaul costs following the deferral method.  We believe the
                costs we incur in connection with drydocking are directly analogous
                to
                overhaul costs required by civil air regulations as drydocking is
                a
                mandatory step that must be undertaken in order to satisfy statutory
                requirements by the International Maritime Organization (“IMO”) and to
                obtain or continue a vessel’s class certification.  As noted in
                our Second Response Letter, we have policies and procedures in place
                to
                distinguish normal repairs and maintenance costs from PMMA that are
                incurred in connection with drydocking.  As noted above, we
                expense as incurred repairs and maintenance cost regardless if those
                costs
                are incurred before, during or after the drydocking
                process.

              Based
                on the above, we believe our current accounting policy for PMMA is
                not an
                error and is in accordance with U.S. Generally Accepted Accounting
                Principles and shipping industry practice.  Notwithstanding the
                foregoing, we understand that the SEC Division of Corporation Finance's
                staff believes that the direct expense method is the preferable method
                of
                accounting for costs incurred in connection with
                PMMA.  Accordingly, after reviewing the alternative PMMA
                accounting methods and their impact on our results of operations
                and
                administrative requirements of the different accounting methods, we
                have decided to change our method of accounting for PMMA from the
                deferral
                method to the direct expense method. We will reflect this change
                as a
                change in accounting principle from an accepted accounting principle
                to a
                preferable accounting principle in accordance with Statement of Financial
                Accounting Standards No. 154 “Accounting Changes and Error Corrections”
                commencing with the first quarter of 2008.1

    The
      Company hereby acknowledges that (i) the Company is responsible for the adequacy
      and accuracy of the disclosures in the filings; (ii) Staff comments or changes
      to disclosures in response to Staff comments in the filings reviewed by the
      Staff do not foreclose the SEC from taking any action with respect to the
      filing; and (iii) the Company may not assert Staff comments as a defense in
      any
      proceedings initiated by the SEC or any person under the federal securities
      laws
      of the United States.

      1           We
        propose to adopt the change beginning
        with the first quarter of fiscal year 2008 consistent with Accounting Principles
        Board Opinion No. 28 "Interim Financial Reporting" paragraph 28, which states,
        "The Board recommends that, whenever possible, companies adopt any accounting
        changes during the first interim period of a fiscal year.  Changes in
        accounting principles and practices adopted after the first interim period
        in a
        fiscal year tend to obscure operating results and complicate disclosure of
        interim financial information."

    Thank
      you for your attention to the Company’s reports.  If you have any
      additional comments or questions, please contact the undersigned at (212)
      574-1223 or Anthony Tu-Sekine at (202) 737-8833.

              Very
                truly yours,

              SEWARD
                & KISSEL LLP

              By:

              /s/
                Gary J. Wolfe

              Gary
                J. Wolfe

              Cc:

              Doug
                Jones, SEC

              Lyn
                Shenk, SEC

    SK
      23116 0001 820829

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                              SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

                           TELEPHONE: (212) 574-1200
                           Facsimile: (212) 480-8421
                                 www.sewkis.com

                                                   September 18, 2007

VIA EDGAR

Mr. Michael Fay
Division of Corporation Finance
Securities and Exchange Commission
CF/AD5
100 F Street, N.E.
Washington, D.C. 20549

               Re:  TOP Tankers Inc. Form 20-F for Fiscal Year
               Ended December 31, 2006 (File No. 000-50859)

Dear Mr. Fay:

          This letter responds to follow-on comments of the staff (the "Staff")
of the Securities and Exchange Commission (the "SEC") to the Annual Report on
Form 20-F for the fiscal year ended December 31, 2006 ("Form 20-F") of TOP
Tankers Inc. (the "Company") filed April 20, 2007, as provided in a letter to
Evangelos J. Pistiolis, the Company's President and Chief Executive Officer,
dated September 5, 2007 (the "September Comment Letter"). The Staff had
initially provided comment to the Company's Form 20-F in a letter dated August
2, 2007 (the "August Comment Letter"), and the Company responded to the August
Comment Letter in correspondence filed on EDGAR on August 24, 2007 (the "Initial
Response Letter"). This letter sets forth the Company's responses to the Staff's
comments.

          As discussed with the Staff, we are providing the following appendices
to this letter supplementally:

          Appendix B,
          Appendix C(i), (ii) and (iii),
          Appendix D.

          For your convenience, the Staff's comments have been restated in their
entirety,  with the  responses to each comment set forth  immediately  under the
comment.

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

Item 3.  Key Information
Selected Financial Information

Comment 1.     Refer to your response to our prior comment 1. You state EBITDA
               is useful because it is used by financial analysts and because it
               facilitates operating performance comparisons from period to
               period and from company to company by backing out differences
               caused by variations in capital structure, tax positions, and
               facilities and equipment. With regard to its use by financial
               analysts, this is not a substantive reason specific to you that
               justifies usefulness. Refer to footnote 44 of FR-65. With regard
               to facilitating operating performance comparisons from period to
               period, it does not appear that you have explained how this
               measure is useful. If your implication is that EBITDA facilitates
               period to period comparisons by eliminating certain variances in
               items eliminated, we caution you that a non-GAAP measure should
               never be used in an attempt to smooth earnings. With regard to
               facilitating operating performance comparisons from company to
               company, it is not clear why you believe it is useful for
               investors to ignore factors such as capital structure, tax
               positions, and facilities and equipment when making such
               comparisons. Additionally, interest and tax expenses we already
               excluded from operating income, a GAAP measure, so it is not
               clear why an alternative measure is necessary to exclude such
               amounts. Based on your response, you have not provided
               substantive justification as to the usefulness of EBITDA to
               investors. Therefore, please revise your filings to eliminate
               presentation of this non-GAAP measure.

Response:      The Company will refrain from including EBITDA in future filings
               on Form 20F.

Consolidated Statements of Cash Flows
-------------------------------------

Comment 2.     Refer to your response to our prior comment number 3. Please
               consider adding disclosure consistent with your response that
               explains why restricted cash is presented as both an investing
               and financing activity in the statements of cash flows as
               applicable.

Response:      The Company will add such disclosure in future filings.

Notes to Consolidated Financial Statements
Note 2.  Significant Accounting Policies
(m) Accounting for Dry-Docking Costs

Comment 3.     We note your responses to our prior comment numbers 4, 5, and 6
               and appreciate your detailed responses. You state that upon
               survey or inspection of your vessels, you incur costs for tasks
               necessary to satisfy requirements of the vessel's classification
               society and that you capitalize such costs. The fact that certain
               repair and maintenance activities are determined to be necessary
               as a result of regulatory inspections should not affect how you
               account for the associated costs. While you deem these costs to
               be "non-routine" and integral to satisfying inspection
               requirements, in large part they appear to be incurred for
               repairs and maintenance that do not appreciably extend the useful
               life, increase the earning capacity, or improve the efficiency of
               the vessels, but rather allow the vessels to continue to be
               operated in their current capacity. In this regard, it appears
               these costs do not qualify for capitalization but rather should
               be expensed as incurred in accordance with your accounting policy
               for repairs and maintenance costs, which states that all repairs
               and maintenance costs are expensed as incurred. Based on the cost
               categories outlined in your response to our prior comment 6,
               steelworks, coating of tanks and other components, piping and
               valves, and machinery and electrical works costs do not generally
               appear eligible for capitalization. With regard to the "other
               expenses" category, "oil sludge," "sewage and garbage removal,"
               "temporary lighting," "telephone and ventilation services," and
               "cleaning of debris" also do not appear eligible for
               capitalization. We believe you should amend your Form 20-F for
               the year ended December 31, 2006 and subsequent filings, as
               appropriate, to restate your financial statements to expense when
               incurred the costs indicated in this comment that had been
               previously capitalized.

Response:      The Company respectfully disagrees with the Staff's assessment
               that drydocking costs (also referred to herein as Planned Major
               Maintenance Activities or PMMA) should be expensed when incurred
               rather than deferred.

               Survey processes for tankers are made up of integral steps set
               out by the International Maritime Organization ("IMO") and Class
               Societies to promote safety of life at sea, to certify the
               vessels' seaworthiness, to protect the environment, as well as to
               regulate all aspects of a vessel's construction and operation.
               IMO requirements are adopted by flag administrations which in
               turn delegate the implemenation and issuance of the relevant
               certificates to the classification societies.

               As discussed below, drydocking occurs in connection with class
               and statutory surveys required by a vessel's classification
               society and flag. Drydocking is a mandatory step that must be
               undertaken in order to satisfy statutory requirements by the IMO
               and to obtain or continue a vessel's class certification. Without
               the above required certifications, both class and statutory, a
               vessel is not able to operate in trade. Therefore, drydocking is
               directly analogous to airframe and aircraft engine overhauls
               required by civil air regulations at specific maximum periodic
               intervals to recertify that the airframe or engine is completely
               airworthy.(1) The Airline Guide , as amended in September 2006 by
               FASB Staff Position FSP AUG AIR-1 ("FSP AIR"), notes the
               principal source of guidance on the accounting for PMMA is the
               Airline Guide. FSP AIR permits three alternative methods of
               accounting for PMMA as follows: (1) direct expense, (2) built-in
               overhaul and (3) deferral.(2) We understand during the
               deliberation of the FSP AIR, the Financial Accounting Standards
               Board ("FASB") recognized in its meetings that entities in the
               shipping industry typically account for PMMA using the deferral
               method.(3) FSP AIR further notes the guidance in the FSP is
               applicable to entities in all industries.(4)

----------
(1)  AICPA Industry Audit Guide, Audits of Airlines, With Conforming Changes as
     of May 2005, Section 3.64. This guide will be referred to hereinafter as
     "Airline Guide." It is widely recognized that the Airline Guide is often
     applied by analogy by companies in other industries. See, e.g., FASB Staff
     Position FSP AUG-AIR-1, paragraph 4 ("The guidance in this FSP is
     applicable to entities in all industries").

(2)  FSP AUG AIR-1 amended the Airline Guide to delete, effective beginning with
     the first fiscal year beginning after December 15, 2006, the
     accrual-in-advance method for PMMAs.

(3)  Discussed during Board Meeting of the Financial Accounting Standards
     Board--Planned Major Maintenance Activities Agenda Request, March 8, 2006.

(4)  FASB Staff Position FSP AUG-AIR-1, paragraph 4.
<PAGE>

               Drydocking costs may be deferred because they are analogous to
               the airframe and engine overhauls discussed in the Airline Guide.
               The Federal Aviation Administration ("FAA") has established
               overhaul cycles for each airframe and engine component in an
               effort to prevent potential hazards and to ensure transportation
               safety.(5) For accounting purposes, airframe and aircraft engine
               overhauls encompass all inspections or replacements of major
               components, which the civil air regulations require at specific
               maximum periodic intervals to recertify that the airframe or
               engine is completely airworthy(6). An overhaul does not include,
               however, the cost of routine replacement of minor parts.(7) Under
               the Airline Guide, carriers should adopt an accounting method
               that recognizes overhaul expenses in the appropriate period.(8)
               One acceptable method contained in FSP AIR and the Airline Guide
               is the deferral method, under which the actual cost of each
               overhaul is deferred and amortized to the next overhaul.(9)

               In accordance with FSP AIR, we believe drydocking costs may be
               deferred as they are directly analogous to the airframe and
               engine overhauls discussed in the Airline Guide. With very few
               exceptions, vessels are drydocked only in connection with
               statutory and class requirements and the necessary overhauling
               performed needs to comply with classification standards and
               statutory requirements in order to obtain or maintain the
               relevant certificates. As with aircraft, which cannot operate
               commercially without being recertified by civil aviation
               authorities, a cargo vessel (regardless of whether it is a
               tanker, drybulk carrier or container vessel) is not considered
               seaworthy, cannot be insured and therefore cannot operate unless
               it is certified as being "in class" by the applicable
               classification society and in compliance with flag statutory
               requirements.(10)

----------
(5)  Airline Guide, Section 3.63.

(6)  Airline Guide, Section 3.64.

(7)  Id. Also excluded from overhauls are costs accounted for as restoration of
     assets, such as extraordinary costs associated with the renewal of major
     structural parts beyond the scope of normal periodic overhauls, and other
     costs with a life span similar to the depreciable service life of the
     related airframe or aircraft engine.

(8)  Airline Guide, Section 3.69.

(9)  Id. As discussed below, the use of the deferral method for drydocking
     expenses has been adopted by almost every listed shipping company.

(10) The International Maritime Organization ("IMO") in its regulation of the
     Safety Of Life At Sea ("SOLAS), Regulation 10.a(v), specifically defines
     the mandatory survey Dry-Dock ("DD") cycles of all cargo vessels. A copy of
     the regulation is attached to this letter as Appendix A. Flag
     administrations have approved classification societies that are responsible
     for the implementation of these survey requirements.
<PAGE>

               Each classification society imposes its own requirements that
               must be fulfilled in order for the society to issue a
               classification certificate to a vessel. With respect to
               drydocking requirements, these classification societies'
               requirements coincide with the International Maritime
               Organization's SOLAS regulation. These requirements concern all
               PMMAs, including steelworks, coating of tanks, piping and valves,
               etc.(11) These activities and tasks are performed during
               drydocking only because they are required for classification
               purposes. Unless these tasks and activities are performed
               completely and to the full satisfaction of the classification
               society, the vessel could not achieve its class certificate.

               The International Association of Classification Societies (IACS)
               has developed a set of common rules for the vessels' construction
               and periodical survey certification process. These common rules
               are attached in Appendix D. Each classification society has
               adjusted their requirements based on the IACS guidelines.

----------
(11) Attached as Appendix B are the survey requirements of one of the
     classification societies, Det Norske Veritas (DNV), which is currently the
     classification society for 12 of the Company's vessels. In addition,
     attached as Appendix C(i), C(ii) and C(iii), respectively, are Class Status
     Report, Survey Report and Condition Evaluation Report for the vessel
     Priceless, which underwent drydocking in 2006. (12) Airline Guide, Section
     3.64.

<PAGE>

               The Company, in accordance with the requirements set by its
               classification societies, has developed the following main
               drydock works categories, in order to better monitor each process
               and account for the relevant expenses accordingly. All of the
               following categories include all the works that are required by
               IACS Common Rules in sections Z10.1, titled "Hull Surveys of Oil
               Tankers" and Sections Z18-Z22,

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        September 5, 2007

Via Mail and Fax

Evangelos J. Pistiolis
Chief Executive Officer, President
Top Tankers Inc.
1 Vassilissis Sofias and Meg.
Alexandrou Street, 15124
Maroussi, Greece

 RE:  Top Tankers Inc.
   Form 20-F: For the Year Ended December 31, 2006
   File Number: 000-50859

Dear Mr. Pistiolis:

 We have reviewed your corresponden ce dated August 24, 2007, and have the
following comments.  We believe you should amend you filings as indicated in comment
numbers 3 and 4, and you should revise future filings in response to the other comments
where a revision is indicated.  If you disagree, we will cons ider your explanation as to
why a revision or amendment is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  We also ask you to provid e us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  Please file your response to  our comment via EDGAR, under the label
“corresp,” within 10 business days from the date of this letter.

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

Item 3. Key Information
Selected Financial Information

1. Refer to your response to our prior comment 1.  You state EBITDA is useful because it is used by financial analysts and b ecause it facilitates operating performance
comparisons from period to period and from company to company by backing out differences caused by variations  in capital structure, tax positions, and facilities and
equipment.  With regard to its use by fina ncial analysts, this is not a substantive
reason specific to you that justifies usefulne ss.  Refer to footnote 44 of FR-65.  With
regard to facilitating opera ting performance comparisons from period to period, it
does not appear that you have explained how this measure is useful.  If your

Top Tankers Inc.
September 5, 2007
Page 2
implication is that EBITDA facilitates pe riod to period comparisons by eliminating
certain variances in items eliminated, we caution you that a non-GAAP measure should never be used in an attempt to sm ooth earnings.  With regard to facilitating
operating performance comparisons from co mpany to company, it is not clear why
you believe it is useful for i nvestors to ignore factors such  as capital structure, tax
positions, and facilities and equipment when making such comparisons.  Additionally, interest and ta x expenses are already excl uded from operating income, a
GAAP measure, so it is not clear why an al ternative measure is necessary to exclude
such amounts.  Based on your response , you have not provided substantive
justification as to the useful ness of EBITDA to investors.  Therefore, please revise
your filings to eliminate presenta tion of this non-GAAP measure.

Consolidated Statements of Cash Flows

2. Refer to your response to our prior comme nt number 3.  Please consider adding
disclosure consistent with your response that  explains why restricted cash is presented
as both an investing and fi nancing activity in the stat ements of cash flows as
applicable.

Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
(m) Accounting for Dry-Docking Costs

3. We note your responses to our prior co mment numbers 4, 5, and 6 and appreciate
your detailed responses.  You state that upon survey or inspection of your vessels,
you incur costs for tasks necessary to satisfy requirements of the vessel’s classification society and that you capitalize such costs.  Th e fact that certain repair
and maintenance activities are determined to  be necessary as a result of regulatory
inspections should not affect how you account for the associated costs.  While you deem these costs to be “non-routine” and integral to satisfying inspection
requirements, in large part they appear to be incurred for repairs and maintenance that
do not appreciably extend the useful life, increase the earning capacity, or improve the efficiency of the vessels, but rather allo w the vessels to conti nue to be operated in
their current capacity.  In this regard, it appears these costs do not qualify for
capitalization but rath er should be expensed as in curred in accordance with your
accounting policy for repairs and maintenance co sts, which states that all repairs and
maintenance costs are expensed as incurred.  Based on the cost categories outlined in your response to our prior comment 6, steelworks, coating of tanks and other components, piping and valves, and machin ery and electrical works costs do not
generally appear eligible for capitalization.  With re gard to the “other expenses”
category, “oil sludge,” “sewage and garb age removal,” “temporary lighting,”
“telephone and ventilation se rvices,” and “cleaning of debris” also do not appear
eligible for capitalization.  We believe you should amend your Form 20-F for the year
ended December 31, 2006 and subsequent fili ngs, as appropriate, to restate your

Top Tankers Inc.
September 5, 2007
Page 3
financial statements to expense when incu rred the costs indicated in this comment
that had been previously capitalized.

4. Additionally, in reference to your response to our prior comment number 5, “costs to
be expensed when incurred” should be identified and recorded in the period in which incurred rather than at the conclusion of the dry docking, particularly when a vessel is
dry docked for more than one reporting peri od.  Please reflect this treatment in the
amendments referred to in the preceding co mment.  If you believ e such identification
and accounting is not practicable, please disc lose this and the reason for your belief.

5. Further, please revise your disclosure cons istent with the treatm ents specified in the
two preceding comments, and consistent with  your responses to our prior comment
numbers 4, 5 and 6 to describe in more deta il the types of costs c onsidered to be dry
docking costs that are deferred and amorti zed and those that are expensed when
incurred as repair and maintenance or othe r expenses.  Also, include a description of
how such costs are identified by you.

Note 11. Sale and Leaseback of Vessels

6. Refer to your response to our prior comment number 7 in regard to your analysis of
criterion number 4.  It is not clear why your incremental borrowing rate for 2006
assumed in your analysis would be signi ficantly greater than  the borrowing rates
associated with the financing of vessel s acquired in 2005.  Plea se advise.  Also,
provide us with details of how you determined the 12% rate  used in your analysis and
why this is representative of your increm ental borrowing rate, and provide us with
copies of independent documentation in support of any portion of your computation
of this rate (e.g., rates available from traditional bank financing and mezzanine financing reflected in the analysis).  Furt her, explain to us in greater detail how
traditional bank financing assumed in your 2006 incremental borrowing rate analysis differs from financing you obtained in prior acquisitions of vessels.

7. Refer to your response to our prior comment  number 8.  Please explain to us in
sufficient detail the operating expenses asso ciated with the repurchased vessels that
exceeded your expectations and the factors th at contributed to the difference in actual
results compared to expectations and why su ch difference was not determinable at the
time of the sale/leaseback transaction.

8. Also, tell us whether your e xpectations for the repurchased  vessels were significantly
different from those associated with  the other vessels subject to the 2006
sales/leaseback transactions, and if so, why.  Tell us whether or not there was a
similar difference between actual results and expectations for these other vessels as
there was for the repurchased vessels.  If a similar variance existed for these other vessels, tell us and disclose why you did not repurchase these vessels as well and the actions you are taking or expect to take to rectify any negative cash flow associated
with them or, if true, why you are not taking any action to rectify th is situation.  If a

Top Tankers Inc.
September 5, 2007
Page 4
similar variance was not experienced, explain to us the fact ors that contributed to the
differences in your experience between the repur chased vessels and the other vessels.

  You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3816
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief

cc: Stamatios N. Tsantanis, Chief Financial Officer

CORRESP
1
filename1.htm

    d803791_corresp.htm

       August 24, 2007

    VIA
      EDGAR

    Mr.
      Michael Fay

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    CF/AD5

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Re:  TOP
      Tankers Inc. Form 20-F for Fiscal Year

    Ended
      December 31, 2006 (File No. 000-50859)

    Dear
      Mr.
      Fay:

    This
      letter responds to comments of the staff (the “Staff”) of the Securities and
      Exchange Commission (the “SEC”) to the Annual Report on Form 20-F for the fiscal
      year ended December 31, 2006 (“Form 20-F”) of TOP Tankers Inc. (the “Company”)
      filed April 20, 2007, as provided in a letter to Evangelos J. Pistiolis, the
      Company’s President and Chief Executive Officer, dated August 2,
      2007.  This letter sets forth the Company’s responses to the Staff’s
      comments.

    For
      your
      convenience, the Staff’s comments have been restated in their entirety, with the
      responses to each comment set forth immediately under the comment.

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

    Item
      3.  Key Information

    A.
      Selected Financial Information

              Comment
                1.

              You
                present the non-GAAP measure “adjusted EBITDA” because you believe it
                provides investors with an understanding of operating performance
                over
                comparative periods.  However, it is not clear why the GAAP
                measure “operating income” would not provide the appropriate level of
                understanding of your operating performance to investors.  In
                this regard, please tell us and expand your disclosure to demonstrate
                clearly: (i) the substantive reasons specific to you how the measure
                is
                useful in assessing your operating performance; and (ii) the
                meaningfulness of each reconciling item presented in arriving at
                the
                measure specific to your circumstances.  Further, disaggregate
                the reconciling item “interest and finance, net” into its separate
                components for more transparency of what this item represents and
                the
                related amounts therein. In the alternative, please consider eliminating
                use of this non-GAAP performance measure in your
                filings.

              Response:

              Use
                of Adjusted EBITDA

              While
                the Company recognizes that EBITDA is a non-GAAP performance measure
                and
                acknowledges this point in its Form 20-F, it believes that this measure
                is
                useful, as a supplemental information, in assessing its operating
                performance and is a measure that is extensively utilized in financial
                reporting (both in earnings announcements and SEC filings) by many
                companies within the shipping industry. Specifically, the Company
                understands that financial analysts who follow the shipping industry
                use
                EBITDA in assessing and comparing the operating performance of companies
                within the shipping industry because EBITDA facilitates operating
                performance comparisons from period to period and company to company
                by
                backing out potential differences caused by variations in capital
                structure (which impacts relative interest expense); tax positions
                (such
                as the impact on periods or companies of changes in effective tax
                rates or
                net operating losses); the age, book depreciation, changes in the
                fair
                value that affect acquisition prices of facilities and equipment
                (which
                impacts relative depreciation expense); and timing and costs of
                dry-docking (which impacts relative amortization
                expense).

              Traditionally,
                EBITDA is calculated as earnings before interest, taxes, depreciation
                and
                amortization. The Company makes further adjustments to traditional
                EBITDA
                to arrive at adjusted EBITDA to primarily eliminate the financial
                accounting effects attributable to interest rate swaps. The Company
                believes that such effects are directly related to the interest expense
                adjustment used in calculating traditional EBITDA since the Company
                uses
                interest rate swaps as economic hedges of fluctuations in the interest
                rate on its variable rate debt.  Thus, for reasons stated in the
                foregoing, the Company believes that the following items are meaningful
                adjustments in determining adjusted EBITDA: (a) depreciation and
                amortization, which includes vessels and other fixed assets’ depreciation
                and amortization of dry docking expenses according to the Company’s
                relevant accounting policies, and (b) interest and finance costs,
                net,
                which includes all financing related expenses, such as loan interest
                expenses, amortization of financing fees associated with loans, gain
                or
                loss from termination of interest rate swaps, fair value changes
                of
                interest rate swaps, bank charges and other financial costs, less
                interest
                income.

              The
                reconciling item “Interest and Finance Costs, Net” is derived by deducting
                “Interest Income” from “Interest and Finance Costs,” both of which are
                separate line items under the “Other Income (Expense) section of the
                Company’s consolidated statements of income. In addition, the composition
                of “Interest and Finance Costs” is shown in Note 17 to the notes to
                the Company’s consolidated financial statements. The Company respectfully
                advises the Staff that the Company will disaggregate the reconciling
                item
                “Interest and Finance Costs, Net” in its future filings and present
                “Interest and Finance Costs” and “Interest Income” as separate reconciling
                items.

              The
                Company respectfully advises the Staff that in future filings, it
                will
                enhance disclosures to more specifically address the points made
                in the
                Staff’s comment and that the disclosures will include the points described
                above.

              Item
                11.

              Quantitative
                and Qualitative Disclosure About Market Risk

              Comment
                2.

              Please
                expand your disclosure to discuss how interest rate swaps were factored
                in
                the interest rate sensitivity presented and the impact of the swaps
                on the
                amounts presented.

              Response:

              The
                interest rate sensitivity analysis takes into account the impact
                of the
                interest rate swaps.  The interest the Company pays on its
                variable rate debt (which is based on LIBOR plus a margin) matched
                the
                interest that the Company received on its interest rate swaps (which
                are
                also based on LIBOR plus a margin).  So, in the sensitivity
                analysis, the Company excluded the interest expense impact attributable
                to
                the portion of the principal of its variable rate debts covered by
                an
                interest rate swap.  The table below represents the Company’s
                total outstanding debt (all debt of the Company is variable rate
                debt), as
                of the end of the presented years, including existing and expected
                indebtedness for scheduled loan drawdowns until the delivery of contracted
                new vessel constructions. It also includes the outstanding principal
                amount of the Company’s variable debt and the aggregate outstanding
                notional amount of the Company’s interest rate swaps.  The
                sensitivity to 100 basis points of interest rate change is calculated
                by
                applying 100 basis points to the portion of the Company’s outstanding
                variable rate debts not covered by our interest rate
                swaps:

              Date

              Total
                Variable Rate Debt Outstanding

              Outstanding
                Amounts of Interest Rate Swaps

              Total
                Variable Rate Debt Outstanding Not Recovered by Interest Rate
                Swap

              Interest
                Rate Impact of a 100bp Change

              31-Dec-07

              213,000,000

              145,939,848

              67,060,153

              670,602

              31-Dec-08

              285,896,000

              138,934,303

              146,961,697

              1,469,617

              31-Dec-09

              348,802,100

              109,770,320

              239,031,780

              2,390,318

              31-Dec-10

              337,802,100

              80,000,000

              257,802,100

              2,578,021

              31-Dec-11

              292,637,827

              80,000,000

              212,637,827

              2,126,378

              31-Dec-12

              247,473,554

              80,000,000

              167,473,554

              1,674,736

              The
                Company respectfully advises the Staff that the following format will
                be used to present the Item 11 interest rate sensitivity disclosure
                in
                future filings:

              Interest
                Rate Fluctuation. The international tanker shipping industry is capital
                intensive, requiring significant amounts of investment.  Much of
                this investment is provided in the form of long-term
                debts.  Interest expense on the variable
                rate debt that is not fixed through interest rate
                swaps is affected by changes in the general level of interest rates,
                and increasing interest rates could adversely impact future
                earnings.

              Consolidated
                Statements of Cash Flows

              Comment
                3.

              Please
                explain to us why the increase in restricted cash is presented as
                a
                financing activity for 2004 and 2005 and an investing activity for
                2006.

              Response:

              The
                Company, as more fully described in Note 11(b) and Note 11(c) to
                the
                financial statements, entered into sale and leaseback transactions
                in
                March 2006 and April 2006.  Also, as disclosed in Note 11 to the
                financial statements, the bareboat charter agreements related to
                the March
                and April 2006 sale and leaseback transactions require that a minimum
                amount of $20 million (through December 15, 2006) and $25 million
                (thereafter and until the final date of the bareboat charters) shall
                be
                maintained on deposit by the Company.  In addition, the Company,
                during the period covered by the bareboat charter agreements, is
                required
                to maintain consolidated cash balances of at least $50 million, including
                the $20 million or $25 million, as the case may be, mentioned
                above.  The $50 million required to be maintained is presented
                in the balance sheet as of December 31, 2006 as restricted cash and
                the
                corresponding increase in restricted cash in 2006 of $36.5 million
                as
                required under the bareboat charter agreements was presented as cash
                flows
                from investing activities in the statements of cash
                flows.

              The
                Company believes that restricted cash represents an investment;
                accordingly, a balance on deposit in a restricted cash account should
                be
                deemed the equivalent of an investment whose return of principal
                requires
                the satisfaction of conditions rather than a mere withdrawal demand.
                Therefore, deposits and withdrawals of principal balances in restricted
                cash accounts represent the creation or return of investment, which
                generally should be presented as investing activities in the statement
                of
                cash flows. In addition, the Company believes that the foregoing
                is
                consistent with views that the Staff of the Commission expressed
                during
                the 2006 AICPA National Conference on Current SEC and PCAOB Developments
                that for most entities, changes in restricted cash represent investing
                activities.

              The
                Company believes, however, that in certain instances, other cash
                flow
                classifications are appropriate. In particular, the Company believes
                that
                if restricted cash is maintained as a condition of debt financing,
                it is
                appropriate to present changes in such restricted cash as a financing
                activity in the statement of cash flows. In connection with its debt
                financings in 2004 and 2005 (as discussed in Note 8 to the Company’s
                financial statements), the lending banks required the Company to
                maintain
                liquid funds in an amount equal to the higher of $10 million or $0.5
                million per vessel. The Company has determined that such a requirement
                meets the condition for classification as restricted cash. The Company
                presented the gross proceeds from its bank loans as cash inflow from
                financing activities. Because the requirement to maintain liquid
                funds was
                a covenant under the 2004 and 2005 debt financings, the Company has
                determined that it is appropriate to present the cash outflow associated
                with maintenance of such liquid funds as a financing
                activity.

              Notes
                to Consolidated Financial Statements

              Note
                2. Significant Accounting Policies

              (m)
                Accounting for Dry docking Costs

              Comment
                4.

              Please
                explain to us what “dry dock dues” and “general services for vessel
                preparation” represent and why it is appropriate to consider these as dry
                docking costs that are deferred and amortized.

              Response:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        August 2, 2007

Via Mail and Fax

Evangelos J. Pistiolis
Chief Executive Officer, President
Top Tankers Inc.
1 Vassilissis Sofias and Meg.
Alexandrou Street, 15124
Maroussi, Greece

 RE:  Top Tankers Inc.
   Form 20-F: For the Year Ended December 31, 2006
   File Number: 000-50859

Dear Mr. Pistiolis:

 We have reviewed the above referenced filing and have the following comments.
We believe you should revise future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  We 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 10 business days from the date of this letter.

Top Tankers Inc.
August 2, 2007
Page 2
Form 20-F: For the Year Ended December 31, 2006

Item 3. Key Information
A. Selected Financial Information

1. You present the non-GAAP measure “adjusted EBITDA” because you believe it provides investors with an understanding of operating performance over comparative
periods.  However, it is not clear why the GAAP measure “operating income” would
not provide the appropriate level of unders tanding of your operating performance to
investors.  In this regard , please tell us and expand your  disclosure to demonstrate
clearly: (i) the substantive reasons specifi c to you how the measure is useful in
assessing your operating performance; and (ii) the meaningfulness of each reconciling
item presented in arriving at the measure specific to your circ umstances.  Further,
disaggregate the reconciling item “interest and finance, net” into its separate
components for more transparency of what  this item represents and the related
amounts therein.  In the alternative, pleas e consider eliminating use of this non-
GAAP performance measure in your filings.

Item 11. Quantitative and Qualitative Disclosure About Market Risk

2. Please expand your disclosure to discuss how in terest rate swaps were factored in the
interest rate sensitivity presented and the impact of the swaps on the amounts presented.

Consolidated Statements of Cash Flows

3. Please explain to us why the increase in restricted cash is presented as a financing activity for 2004 and 2005 and an investing activ ity for 2006.

Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
(m) Accounting for Dry-Docking Costs

4. Please explain to us what “dry-dock due s” and “general services for vessel
preparation” represent and w hy it is appropriate to consid er these as dry docking costs
that are deferred and amortized.

5. Also, it appears to us that coating of tanks and other components during dry docking
periods may be a routine function to main tain expected operating performance that
should be expensed when incurred as “rep air and maintenance” rather than deferred
and amortized as dry docking costs.  Please advise.

6. Further, please explain to us in clear detail how activities performed during dry docking periods are distinguished between re pair and maintenance that are expensed
as incurred and dry docking costs that are deferred and amortized.  Tell us the types

Top Tankers Inc.
August 2, 2007
Page 3
of costs directly associated with classification and rating agencies that are recorded as
dry docking costs, and the natu re and category of other cost s incurred that are directly
associated with dry dockings costs, along with the related amounts incurred in each of
the last three fiscal years and unamortized balance of each categor y of costs included
in dry docking costs at December 31, 2006 and March 31, 2007.

Note 11. Sale and Leaseback of Vessels

7. In regard to the five vessels subject to th e sale and leaseback tr ansacted in April 2006,
it is not clear to us from disclosures in your filing and related exhibits how you
concluded that the related leas es should be classified as operating.  In particular, your
weighted average interest ra te for 2006 and daily lease payments and lease terms for
these vessels suggest that the leases may be capital with respec t to paragraph 7d of
FAS 13, with the fair values of the vessels being their respective gross sale prices.
Please provide us with your analysis used in determining the classification of these
leases that shows all relevant factors, in particular those us ed in assessing the criterion
in paragraph 7d of FAS 13.

8. In the chief executive officer’s presentation of your 2006 annual report, you state that you entered into sale and leaseback transact ions on various vessels in early 2006 to
capitalize on high second hand tanker values prevailing at the time.  Approximately one year later, in May 2007, you agreed to repu rchase four of the five vessels sold in
the April 2006 sale and leaseb ack transaction.  In this regard, it is not clear how
reacquiring these vessels at a price slightly  in excess of the original sales price
allowed you to capitalize on the high second hand tanker values in 2006.  Further, we note from your June 5, 2007 Form 6-K that you expect the reacquisition to improve
breakeven rates.  However, if this was the primary reason for reacquiring the vessels,
it is not clear why you would ha ve initially agreed to sell  and leaseback these vessels,
given that breakeven rates were known at th e time you originally sold these vessels.
Therefore, please explain to us the busine ss reason for both selling these vessels and
repurchasing them in a relatively short period of time at prices slightly higher than the “high” prices for which you originally sold them.  Also, tell us whether repurchase of
the vessels was contemplated by either party at the time the sale and leaseback was
originally transacted  and the terms and conditions of any agreement to do so, whether
formal or informal.  Please be detailed in your response.

9. Please explain to us what consideration you ga ve, if any, to accounting for the sale of
the vessels as an in-substance borrowing a nd the factors and accounting guidance you
considered in arriving at your treatment.

10. Further, please explain to us your accoun ting for the offset to the discount in
recording the receivable for the unpaid sales prices.  Provide us with the journal entries for the initia l recording of the discount and for recording the subsequent
accretion of the receivable, and explain the basis for the respective accounts in which
the amounts were recorded.

Top Tankers Inc.
August 2, 2007
Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include 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 disclosures in the 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 filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

  You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3816
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Accounting Branch Chief

cc: Stamatios N. Tsantanis, Chief Financial Officer

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                      [LETTERHEAD OF SEWARD & KISSEL LLP]

Gary J. Wolfe
   Partner
212 574 1223

                                              November 15, 2004

Katherine Hsu, Esq.
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, DC 20549

                    Re:  Top Tankers, Inc.
                         Reg No. 333-119806
                         ------------------

Dear Ms. Hsu:

          You have inquired as to the filing by Top Tankers, Inc. (the
"Company") of an opinion of counsel by way of a post-effective amendment to the
captioned registration statement.

          I have checked, and have confirmed that the failure to file an opinion
of counsel pre-effectiveness was inadvertent. I was under the impression that
our legal opinion had been filed pre-effectiveness, but the form of legal
opinion contained Marshall Islands disclaimers that we had previously agreed
with Michael Pressman of the Staff in an earlier transaction not to include.
Even though the registration statement had not been reviewed, I was of the view
that we should file an opinion in the proper form.

          Accordingly, we drafted what I thought was a second legal opinion
without the disclaimers and filed it post-effectiveness. That legal opinion
covers the due authorization of the shares that were issued pursuant to the
registration statement, and I confirm that the opinion relates to the time of
effectiveness of the registration statement.

          To the extent the Staff believes that a clarification shall be filed,
we are happy to do so.

          Please contact me with any questions.

                                        Sincerely yours,

                                        Gary J. Wolfe

23116.0001 #526500

</TEXT>
</DOCUMENT>