FreeSeas, Inc./Ion Varouxakis

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

FREESEAS INC.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

Y26496102

(CUSIP Number)

December 15, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

o Rule 13d-1 (c)

o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

13G

CUSIP No. Y26496102

1. Name of Reporting Person:
Ion G. Varouxakis I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) o

3. SEC Use Only:

4. Citizenship or Place of Organization:
Greece

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
1,837,500

6. Shared Voting Power:
-0-

7. Sole Dispositive Power:
1,837,500

8. Shared Dispositive Power:
-0-

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,837,500(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
28.57%(2)

12. Type of Reporting Person:
IN

(1) Represents 1,687,500 shares of FreeSeas Inc. (“FreeSeas”) common stock owned by The Mida’s Touch S.A., a Marshall Islands corporation wholly owned by the Reporting Person (“The Mida’s Touch”); 66,667 shares of FreeSeas common stock issuable upon the exercise of warrants issued to The Mida’s Touch; and 83,333 shares of FreeSeas common stock that may be acquired by the Reporting Person pursuant to immediately exercisable stock options.

(2) Calculated on the basis of 6,282,600 shares of FreeSeas common stock outstanding on December 15, 2005.

Page 2 of 5


Item 1(a).		Name of Issuer:

		FreeSeas Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		93 Akti Miaouli Piraeus, Greece

Item 2(a).		Name of Person Filing:

		Ion G. Varouxakis

Item 2(b).		Address of Principal Business Office or, if none, Residence:

		93 Akti Miaouli Piraeus, Greece

Item 2(c).		Citizenship: See Item 4 on Cover Page

		Mr. Varouxakis is a citizen of Greece. The Mida’s Touch is a corporation formed under the laws of the Republic of the Marshall Islands.

Item 2(d).		Title of Class of Securities:

		Common Stock, $.001 Par Value

Item 2(e).		CUSIP Number:

		Y26496102

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		Not applicable.

Item 4.		Ownership:


(a)		Amount Beneficially Owned: 1,837,500⁽¹⁾ shares.
(b)		Percent of Class: 28.57%⁽²⁾
(c)		Number of shares as to which such person has:


(i)	sole power to vote or to direct the vote:	1,837,500
(ii)	shared power to vote or to direct the vote:	-0-
(iii)	sole power to dispose or to direct the disposition of:	1,837,500
(iv)	shared power to dispose or to direct disposition of:	-0-


(1)		Represents 1,687,500 shares of FreeSeas common stock owned by The Mida’s Touch; 66,667 shares of FreeSeas common stock issuable upon the exercise of warrants issued to The Mida’s Touch; and 83,333 shares of FreeSeas common stock that may be acquired by the Reporting Person pursuant to immediately exercisable stock options.

(2)		Calculated on the basis of 6,282,600 shares of FreeSeas common stock outstanding on December 15, 2005.

Page 3 of 5


Item 5.		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

		Not applicable.

Item 8.		Identification and Classification of Members of the Group:

		Not applicable.

Item 9.		Notice of Dissolution of Group:

		Not applicable.

Item 10.		Certification:

		Not applicable.

Page 4 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: December 15, 2005	By:	/s/ Ion G. Varouxakis
		Ion G. Varouxakis, Individually and as President of The Mida’s Touch S.A., a corporation formed under the laws of the Republic of the Marshall Islands

Page 5 of 5


13G
CUSIP No. Y26496102

	1.	Name of Reporting Person: Ion G. Varouxakis			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Greece

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,837,500

			6.	Shared Voting Power: -0-

			7.	Sole Dispositive Power: 1,837,500

			8.	Shared Dispositive Power: -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,837,500(1)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 28.57%(2)

	12.	Type of Reporting Person: IN