F-3/A

As filed with the Securities and Exchange Commission on July 1, 2009

Registration No. 333-159218

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TSAKOS ENERGY NAVIGATION LIMITED

*And the Guarantors listed in the Table of Additional Registrants

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Bermuda	Not Required
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

367 SYNGROU AVENUE

175 64 P. FALIRO

ATHENS, GREECE

011 30 210 9407710

(Address and telephone number of Registrant’s principal executive offices)

FRANCIS T. NUSSPICKEL

463 GEORGE PLACE

WYCKOFF, NEW JERSEY 07481

(201) 891-2754

(Name, address and telephone number of agent for service)

Copies to:

STEPHEN P. FARRELL

MORGAN, LEWIS & BOCKIUS LLP

101 PARK AVENUE

NEW YORK, NEW YORK 10178

(212) 309-6000

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: From time to time after the effective date of this Registration Statement, as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

TABLE OF ADDITIONAL REGISTRANTS*

Company	Country of Incorporation
Oak Shipping Co. Ltd.	Liberia
Avra Trading Co. Ltd.	Liberia
Romeo Shipping Company Limited	Liberia
Figaro Shipping Company Limited	Liberia
Juliet Shipping Company Limited	Liberia
Rigoletto Shipping Company Limited	Liberia
Grevia Marine Co. Ltd.	Cyprus
Azimuth Shipping Company Ltd.	Liberia
Bosphorus Shipping Co. Ltd.	Liberia
Oceana Shipping Company Ltd.	Liberia
Fortitude Shipping Co. Ltd.	Malta
Klera Navigation Co. Ltd.	Cyprus
Freeport Dominion S.A.	Panama
Freeport Faith S.A.	Panama
Ergo Glory S.A.	Panama
World Excellence S.A.	Panama
Apollo Honour S.A.	Panama
Apollo Glory S.A.	Panama
Apollo Excellence S.A.	Panama
Activity Excellence S.A.	Panama
Worldwide Overseas S.A.	Panama
Sea Mentor S.A.	Panama
Sea Polar S.A.	Panama
Fortune Faith S.A.	Panama
Victory Faith S.A.	Panama
Victory Spirit S.A.	Panama
Victory Mare S.A.	Panama
Universal Reserve S.A.	Panama
Sea Countess S.A.	Panama
Global Triumph S.A.	Panama
Fairsea Enterprises S.A.	Panama
Freeport Champion S.A.	Panama
Prosperity Faith S.A.	Panama
Prosperity Success S.A.	Panama
Mercury Emerald S.A.	Panama
Powerful Shipping S.A.	Panama
Sea Optima S.A.	Panama
Shipping Celebrity S.A.	Panama
Southport Marine S.A.	Panama
Southport Maritime S.A.	Panama
Sea Pioneer S.A.	Panama
Sea Celebrity S.A.	Panama
Gladiator Shipping Services S.A.	Panama
Southport Navigation S.A.	Panama

Triton Success S.A.	Panama
Triton Triumph S.A.	Panama
Optima Maritime S.A.	Panama
Optima United S.A.	Panama
Bayswater Trading Co. Ltd.	Liberia
Kerry Trading Company Limited	Liberia
Mare Success S.A.	Panama

* Addresses and telephone numbers for each of the Additional Registrants are the same as those of Tsakos Energy Navigation Limited. I.R.S. Employer Identification Numbers are not required for the Additional Registrants.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

The sole purpose of this Amendment No. 2 to the Registration Statement on Form F-3 is to amend the exhibit index, to file revised Exhibits 5.1 and 5.3 to the Registration Statement and to revise the first line of Part II, Item 10 of the Registration Statement to state that each registrant is furnishing the undertakings therein. No other changes have been made to the Registration Statement. Accordingly, the amendment consists only of the facing page, this explanatory note and Part II of this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

EXPENSES

The following table sets forth the expenses (other than underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation, if any) expected to be incurred by us in connection with a possible offering of $100.0 million of the securities registered under this registration statement. All amounts other than the SEC registration fee and FINRA filing fee are estimates.

SEC Registration Fee (1)	$	33,023
Printing and Engraving Expenses		125,000
Legal Fees and Expenses		250,000
Accountants’ Fees and Expenses		150,000
FINRA Filing Fee		10,500
Trustee’s fees and expenses		10,000
Miscellaneous Costs		71,477
Total	$	650,000

(1) Previously paid

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Bye-laws provide that its directors and officers and former directors and officers shall be indemnified to the fullest extent permitted by The Companies Act of Bermuda 1981, as amended, from time to time, and provides for advances to any indemnified director or officer of expenses in connection with actual proceedings and claims arising out of their status as our director or officer. The Company also maintains a directors’ and officers’ liability insurance policy on behalf of its directors and officers.

ITEM 9. EXHIBITS

Exhibit No.	Description
1.1	Form of underwriting agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.1	Form of senior indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the senior debt securities of Tsakos Energy Navigation Limited.*
4.2	Form of subordinated indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the subordinated debt securities of Tsakos Energy Navigation Limited.*
4.3	Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-82326)).
4.4	Form of warrant agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.5	Form of senior debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.6	Form of subordinated debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.7	Specimen preferred share certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.8	Certificate of Designations (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.9	Form of Guarantee for senior debt securities (included in Exhibit 4.1).
4.10	Form of Guarantee for subordinated debt securities (included in Exhibit 4.2).
4.11	Form of warrant (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.12	Rights Agreement, dated as of September 29, 2005, between Tsakos Energy Navigation Limited and The Bank of New York, as Rights Agent (filed as an exhibit to the Registrant’s Form 6-K dated September 30, 2005, and incorporated by reference herein).
4.13	Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
5.1	Opinion of Mello Jones & Martin (Bermuda counsel to the Company) (filed herewith).
5.2	Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).**

5.3	Opinion of Seward & Kissel LLP (Liberian counsel to the Company) (filed herewith).
5.4	Opinion of Morgan & Morgan (Panamanian counsel to the Company).**
5.5	Opinion of Fenech & Fenech (Maltese counsel to the Company).**
5.6	Opinion of Montanios and Montanios (Cypriot counsel to the Company).**
12.1	Statement regarding computation of ratio of earnings to fixed charges.**
23.1	Consent of Independent Registered Public Accounting Firm.**
23.2	Consent of Mello Jones & Martin (included in Exhibit 5.1).
23.3	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).
23.4	Consent of Seward & Kissel LLP (included in Exhibit 5.3).
23.5	Consent of Morgan & Morgan (included in Exhibit 5.4).
23.6	Consent of Fenech & Fenech (included in Exhibit 5.5).
23.7	Consent of Montanios & Montanios (included in Exhibit 5.6).
24.1	Powers of Attorney**
25.1	Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 (a Form T-1) of Wells Fargo Bank, National Association (successor by merger to Wells Fargo Bank Minnesota, National Association) with respect to the senior debt securities.**
25.2	Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 (a Form T-1) of Wells Fargo Bank, National Association (successor by merger to Wells Fargo Bank Minnesota, National Association) with respect to the subordinated debt securities.**

* Previously filed as an exhibit to the company’s Registration Statement on Form F-3 (Registration No. 333- 110495) filed with the SEC on November 14, 2003 and hereby incorporated by reference.

** Previously filed.

ITEM 10. UNDERTAKINGS

Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by each registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of

the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or a prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or a prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or a prospectus that was part of this registration statement or made in any such document immediately prior to such effective date; or

(6) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the provisions set forth or described in Item 8 of this registration statement, or otherwise, each registrant has

been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

TSAKOS ENERGY NAVIGATION LIMITED
By:	/s/ Nikolas P. Tsakos
Name:	Nikolas P. Tsakos
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.

Signature	Title	Date
*	Chairman of the Board of Directors	July 1, 2009
D. John Stavropoulos
/s/ Nikolas P. Tsakos	President, Chief Executive Officer and Director (principal executive officer)	July 1, 2009
Nikolas P. Tsakos
*	Chief Operating Officer and Director	July 1, 2009
George V. Saroglou
/s/ Paul Durham	Chief Financial Officer (principal financial and accounting officer)	July 1, 2009
Paul Durham
*	Deputy Chairman of the Board of Directors	July 1, 2009
Michael G. Jolliffe

*	Director	July 1, 2009
Peter C. Nicholson
*	Director	July 1, 2009
Francis T. Nusspickel
*	Director	July 1, 2009
William A. O’Neil
*	Director	July 1, 2009
Richard L. Paniguian
*	Director	July 1, 2009
Aristides A.N. Patrinos

* By:	/s/ Nikolas P. Tsakos
Name:	Nikolas P. Tsakos
Title:	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

OAK SHIPPING COMPANY LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

AVRA TRADING CO. LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

*By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

ROMEO SHIPPING COMPANY LIMITED
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FIGARO SHIPPING COMPANY LIMITED
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

JULIET SHIPPING COMPANY LIMITED
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

RIGOLETTO SHIPPING COMPANY LIMITED
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

GREVIA MARINE CO. LTD.
By:	/s/ Nikolas P. Tsakos
Name:	Nikolas P. Tsakos
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nikolas P. Tsakos	Director (principal executive officer)	July 1, 2009
Nikolas P. Tsakos
*	Director (principal financial and accounting officer)	July 1, 2009
Dimitris Bertolis

*By:	/s/ Nikolas P. Tsakos
	Nikolas P. Tsakos
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

AZIMUTH SHIPPING COMPANY LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

BOSPHORUS SHIPPING CO. LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

OCEANA SHIPPING COMPANY LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FORTITUDE SHIPPING CO. LTD.
By:	/s/ Dimitris Bertolis
Name:	Dimitris Bertolis
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in his capacity and on the date indicated.

Signature	Title	Date
/s/ Dimitris Bertolis	Director (principal executive, financial and accounting officer)	July 1, 2009
Dimitris Bertolis

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

KLERA NAVIGATION CO. LTD.
By:	/s/ Nikolas P. Tsakos
Name:	Nikolas P. Tsakos
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nikolas P. Tsakos	Director	July 1, 2009
Nikolas P. Tsakos	(principal executive officer)
*	Director	July 1, 2009
Dimitris Bertolis	(principal financial and accounting officer)

* By:	/s/ Nikolas P. Tsakos
	Nikolas P. Tsakos
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1 , 2009.

FREEPORT DOMINION S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FREEPORT FAITH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

ERGO GLORY S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

*By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

WORLD EXCELLENCE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

APOLLO HONOUR S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

APOLLO GLORY S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

APOLLO EXCELLENCE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

ACTIVITY EXCELLENCE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

WORLDWIDE OVERSEAS S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA MENTOR S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA POLAR S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FORTUNE FAITH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

VICTORY FAITH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

VICTORY SPIRIT S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

VICTORY MARE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

UNIVERSAL RESERVE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA COUNTESS S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

GLOBAL TRIUMPH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FAIRSEA ENTERPRISES S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

FREEPORT CHAMPION S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

PROSPERITY FAITH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

PROSPERITY SUCCESS S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

MERCURY EMERALD S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

POWERFUL SHIPPING S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA OPTIMA S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SHIPPING CELEBRITY S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SOUTHPORT MARINE S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SOUTHPORT MARITIME S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA PIONEER S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SEA CELEBRITY S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

GLADIATOR SHIPPING SERVICES S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director	July 1, 2009
George V. Saroglou	(principal executive officer)
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director	July 1, 2009
Athanasios Korvesis	(principal financial and accounting officer)

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

SOUTHPORT NAVIGATION S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

TRITON SUCCESS S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

TRITON TRIUMPH S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

OPTIMA MARITIME S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

OPTIMA UNITED S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

BAYSWATER TRADING CO. LTD.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Secretary and Director	July 1, 2009
Dimitris Bertolis
*	Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

KERRY TRADING COMPANY LIMITED
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director	July 1, 2009
Dimitris Bertolis
*	Secretary, Treasurer and Director (principal financial and accounting officer)	July 1, 2009
Athanasios Korvesis

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Athens, Greece, on July 1, 2009.

MARE SUCCESS S.A.
By:	/s/ George V. Saroglou
Name:	George V. Saroglou
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George V. Saroglou	President and Director (principal executive officer)	July 1, 2009
George V. Saroglou
*	Vice President and Director (principal financial and accounting officer)	July 1, 2009
Paul Durham
*	Secretary, Treasurer and Director	July 1, 2009
Athanasia Karali

* By:	/s/ George V. Saroglou
	George V. Saroglou
	Attorney-in-Fact

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on July 1, 2009.

/s/ Francis T. Nusspickel
Name:	Francis T. Nusspickel
Title:	Director

INDEX TO EXHIBITS

Exhibit No.	Description
1.1	Form of underwriting agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.1	Form of senior indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the senior debt securities of Tsakos Energy Navigation Limited.*
4.2	Form of subordinated indenture between Tsakos Energy Navigation Limited and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the subordinated debt securities of Tsakos Energy Navigation Limited.*
4.3	Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-82326)).
4.4	Form of warrant agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.5	Form of senior debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.6	Form of subordinated debt security of Tsakos Energy Navigation Limited (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.7	Specimen preferred share certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.8	Certificate of Designations (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.9	Form of Guarantee for senior debt securities (included in Exhibit 4.1).
4.10	Form of Guarantee for subordinated debt securities (included in Exhibit 4.2).
4.11	Form of warrant (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
4.12	Rights Agreement, dated as of September 29, 2005, between Tsakos Energy Navigation Limited and The Bank of New York, as Rights Agent (filed as an exhibit to the Registrant’s Form 6-K dated September 30, 2005, and incorporated by reference herein).
4.13	Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference).
5.1	Opinion of Mello Jones & Martin (Bermuda counsel to the Company) (filed herewith).
5.2	Opinion of Morgan, Lewis & Bockius LLP (United States counsel to the Company).**
5.3	Opinion of Seward & Kissel LLP (Liberian counsel to the Company) (filed herewith).

5.4	Opinion of Morgan & Morgan (Panamanian counsel to the Company).**
5.5	Opinion of Fenech & Fenech (Maltese counsel to the Company).**
5.6	Opinion of Montanios and Montanios (Cypriot counsel to the Company).**
12.1	Statement regarding computation of ratio of earnings to fixed charges.**
23.1	Consent of Independent Registered Public Accounting Firm.**
23.2	Consent of Mello Jones & Martin (included in Exhibit 5.1).
23.3	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).
23.4	Consent of Seward & Kissel LLP (included in Exhibit 5.3).
23.5	Consent of Morgan & Morgan (included in Exhibit 5.4).
23.6	Consent of Fenech & Fenech (included in Exhibit 5.5).
23.7	Consent of Montanios & Montanios (included in Exhibit 5.6).
24.1	Powers of Attorney**
25.1	Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 (a Form T-1) of Wells Fargo Bank, National Association (successor by merger to Wells Fargo Bank Minnesota, National Association) with respect to the senior debt securities.**
25.2	Form T-1 statement of eligibility and qualification under the Trust Indenture Act of 1939 (a Form T-1) of Wells Fargo Bank, National Association (successor by merger to Wells Fargo Bank Minnesota, National Association) with respect to the subordinated debt securities.**

* Previously filed as an exhibit to the company’s Registration Statement on Form F-3 (Registration No. 333- 110495) filed with the SEC on November 14, 2003 and hereby incorporated by reference.

** Previously filed.

EX-5.1

Exhibit 5.1

[Letterhead of Mello Jones & Martin]

July 1, 2009

Tsakos Energy Navigation Limited

367 Syngrou Avenue

175 64 P. Faliro

Athens, Greece

Re: Tsakos Energy Navigation Limited’s Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as special Bermuda counsel to Tsakos Energy Navigation Limited, a Bermuda company (the “Company”), in connection with the filing of a Registration Statement on Form F-3, as amended, including the exhibits thereto (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”) and the rules and regulations promulgated thereunder. The Registration Statement relates to the offer and sale by the Company pursuant to Rule 415 under the Act from time to time of an indeterminate amount of securities which may include (i) its Common Shares, Preferred Shares, Warrants, Debt Securities, Depositary Shares, Purchase Contracts and Units, and (ii) its Common Shares that may be sold by or on behalf of certain selling shareholders of the Company or their donees, pledgees, transferees or other successors in interest (the “Resale Shares”, and together with the Common Shares, Preferred Shares, Warrants, Debt Securities, Depositary Shares, Purchase Contracts and Units, the “Securities”). Except as otherwise defined herein, capitalized terms are used as defined in the Registration Statement.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Company’s Certificate of Incorporation, Certificates of Incorporation on Change of Name, Certificate of Registration of Altered Memorandum of Association, Memorandum of Association and Bye-laws (collectively, the “Constitutional Documents”), the Registration Statement and the form of prospectus included therein, the form of indenture to be entered into by the Company and Wells Fargo Bank, National Association (formerly Wells Fargo Bank Minnesota, National Association), as trustee (incorporated by reference as Exhibit 4.1 to the Registration Statement) (the “Senior Indenture”), the form of subordinated indenture to be entered into by the Company and Wells Fargo Bank, National Association (formerly Wells Fargo Bank Minnesota, National Association), as trustee (incorporated by reference as Exhibit 4.2 to the Registration Statement) (the “Subordinated Indenture” and collectively with the Senior Indenture referred to herein as the “Subject Agreements”), the resolutions of the Board of Directors of the Company dated May 12, 2009 (the “Resolutions”) and such other documents and records as we have deemed necessary. The documents referred to in this paragraph are collectively referred to herein as the “Documents”.

1

In our examination of the Documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the Documents, the authenticity of all Documents submitted to us as originals, the conformity to the original documents of all Documents submitted to us as certified, photostatic, reproduced or conformed copies and the authenticity of all such Documents. For the purposes of this opinion, we have relied solely upon a Certificate of the Secretary of the Company dated the date hereof as to the due adoption and continued effectiveness as of the date hereof of all the Resolutions.

We have also assumed that (i) the form of the Subject Agreements and Registration Statement which we have examined for the purposes of this opinion do not differ in any material respect from those approved by the Board of Directors of the Company pursuant to the Resolutions, and that, when filed (in respect of the Registration Statement) or executed and delivered (in respect of the Subject Agreements), the Registration Statement and the Subject Agreements will be in a form which does not differ in any material respect from the forms we have examined for the purposes of this opinion, (ii) the definitive terms of the Securities, other than Common Shares, offered pursuant to the Registration Statement will have been established in accordance with the Resolutions and applicable law, (iii) any Securities issuable upon conversion, exchange or exercise of any Security being offered, will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, (iv) any Securities consisting of Common Shares or Preferred Shares, including Common Shares or Preferred Shares issuable upon conversion, exchange or exercise of any Security being offered, will be duly authorized and issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value, if any, thereof, (v) the Registration Statement, and any amendments thereto, will have become effective, (vi) a Prospectus Supplement will have been filed with the Securities and Exchange Commission (the “Commission”) describing the Securities offered thereby, (vii) all Securities will be issued in compliance with applicable U.S. federal and state securities and other laws (other than the laws of Bermuda in respect of which we are opining), and (viii) prior to the date of issuance of any Securities, all necessary approvals of the Bermuda Monetary Authority (save in the case of the issuance of the Common Shares) will have been obtained with respect to the issue and free transferability of the Securities to be issued.

For the purpose of the opinions set forth below, we have also assumed:

• with respect to the issuance and sale of any Debt Securities, that (i) with respect to any Senior Debt Securities, the Senior Indenture will have been duly executed and delivered by the Company and the trustee named therein, (ii) with respect to any Subordinated Debt Securities, the Subordinated Indenture will have been duly executed and delivered by the Company and the trustee named therein, and (iii) with respect to all Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in the indenture with respect thereto;

• with respect to the issuance and sale of any series of Preferred Shares or any Depositary Shares, that an appropriate certificate of designations, or similar instrument setting forth

2

the preferential, qualified or special rights, privileges or conditions with respect to such series of Preferred Shares will have been duly and validly authorized and adopted by the Company;

• with respect to the issuance and sale of any Warrants, that (i) a warrant agreement with respect to such Warrants will have been executed and delivered by the Company and the warrant agent, (ii) the warrant agreement will be governed by Bermuda law, (iii) the Warrants will have been duly and validly authorized, created, executed and delivered by the Company and duly executed by any warrant agent appointed by the Company, and (iv) the Warrants will have been issued and delivered by the Company against receipt of the consideration therefor approved by the Company;

• with respect to the issuance and sale of Depositary Shares, that (i) a deposit agreement with respect to such Depositary Shares will have been executed and delivered by the parties thereto, (ii) the deposit agreement will be governed by Bermuda law, (iii) the Depositary Shares will have been duly and validly authorized, created, executed and delivered by the Company and duly executed by any depositary appointed by the Company, and (iv) the Depositary Shares will have been issued and delivered by the Company against receipt of the consideration therefor approved by the Company;

• with respect to the issuance and sale of any Purchase Contracts, that (i) a purchase agreement with respect to such Purchase Contracts will have been executed and delivered by the parties thereto, (ii) the purchase agreement will be governed by Bermuda law, and (iii) the Purchase Contracts will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein; and

• with respect to the issuance and sale of any Units, that (i) a purchase agreement with respect to such Units will have been executed and delivered by the parties thereto, (ii) the purchase agreement with respect to the Units will be governed by Bermuda law, and (iii) the Units, if in certificated form, will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein.

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

1. The Resale Shares are validly issued, fully paid and non-assessable.

2. Any Securities consisting of Common Shares or Preferred Shares, including any Common Shares or Preferred Shares issuable on conversion, exercise or exchange of other Securities, when issued and delivered, will be duly and validly issued, fully paid and non-assessable.

3. Any Securities consisting of Debt Securities, Warrants, Depositary Shares, Purchase Contracts or Units will constitute legal, valid and binding obligations of the Company and will be, in the case of Debt Securities, entitled to the benefits provided by the applicable indenture.

3

This opinion is limited to the matters stated herein. We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except Bermuda.

This opinion is issued solely for the purpose of the filing of the Registration Statement and for no other purpose. Except for such use, this opinion may not be quoted, circulated or published, in whole or in part, or otherwise referred to without our express prior written authorization. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters”. In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ MELLO JONES & MARTIN

4

EX-5.3

Exhibit 5.3

SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004
TELEPHONE:  (212) 574-1200 FACSIMILE:  (212) 480-8421 WWW.SEWKIS.COM	1200 G STREET, N.W. WASHINGTON, D.C. 20005 TELEPHONE:  (202) 737-8833 FACSIMILE:  (202) 737-5184

July 1, 2009

Tsakos Energy Navigation Limited

367 Syngrou Avenue

175 64 P. Faliro

Athens, Greece

Re: Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as special counsel on matters of Liberian law to Tsakos Energy Navigation Limited, a Bermuda company (the “Company”), in connection with the Company’s debt securities which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form F-3, as amended (the “Registration Statement”).

In connection herewith, we have examined forms certified to our satisfaction of the following documents:

a) that certain Senior Securities Indenture (the “Senior Indenture”) to be entered into by and among, inter alia, the Company, Wells Fargo Bank Minnesota, N.A. as Trustee and each of Avra Trading Co. Ltd., Rigoletto Shipping Company Limited, Figaro Shipping Company Limited, Azimuth Shipping Company Ltd, Bosphorus Shipping Co. Ltd., Oceana Shipping Company Ltd., Oak Shipping Co Ltd, Romeo Shipping Company Limited, Bayswater Trading Co. Ltd., Kerry Trading Company Limited and Juliet Shipping Company Limited, each a Liberian Corporation (collectively, the “Liberian Guarantors”);

b) those certain Guarantees (the “Senior Indenture Subsidiary Guarantees”) to be given by, inter alia, each of the Liberian Guarantors in connection with the Senior Indenture;

Tsakos Energy Navigation Limited

July 1, 2009

Page 2 of 4

c) that certain Subordinated Securities Indenture (the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”) to be entered into by and among, inter alia, the Company, Wells Fargo Bank Minnesota, N.A. as Trustee and each of the Liberian Guarantors;

d) those certain Guarantees (together with the Senior Indenture Subsidiary Guarantees, the “Subsidiary Guarantees”) to be given by, inter alia, each of the Liberian Guarantors in connection with the Subordinated Indenture;

(documents (a) through (d) above being hereinafter referred to as the “Transaction Documents”)

e) the Articles of Incorporation and By-laws of each of the Liberian Guarantors (as certified by a Director of each thereof in a certificate dated May 8, 2009);

f) resolutions of the Board of Directors and Shareholders of each of the Liberian Guarantors approving the execution of the Transaction Documents (as certified by a Director of each thereof in a certificate dated May 8, 2009); and

g) all such other agreements, instruments, documents and certificates of public officials and of officers and directors of the Liberian Guarantors as we have deemed necessary or advisable as a basis for the opinion herein rendered.

In such examination we have, with your approval, assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies thereof. We have also assumed the power, authority and legal right of all parties to the Transaction Documents (other than the Liberian Guarantors) to enter into and to perform their respective obligations thereunder, and the due authorization, execution and delivery of the Transaction Documents by all parties thereto (other than the Liberian Guarantors). We have further assumed due compliance of the Transaction Documents with all matters of, and the validity and enforceability thereof under, all such laws as govern or relate to them other than the laws of the Republic of Liberia in respect of which we are opining. We have also assumed for the purposes of our opinion that each of the parties to the Transaction Documents (other than the Liberian Guarantors) has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Documents against the Liberian Guarantors. Moreover, we have assumed that none of the Transaction Documents has been or will have been amended, modified or supplemented in any material way from the forms presented to us prior to its execution, whether by written agreement, course of conduct or otherwise. We have further assumed that any consents, licenses, permits, approvals, exemptions or authorizations required of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the Republic of Liberia in connection with the transactions contemplated by the Transaction Documents have been duly obtained or made.

Tsakos Energy Navigation Limited

July 1, 2009

Page 3 of 4

As to questions of fact material to our opinion, we advise you that we have not conducted an independent investigation thereof and have relied exclusively upon the representations set forth in the Transaction Documents and the aforementioned agreements, instruments, documents and certificates of public officials and of officers and directors of the Liberian Guarantors.

Based upon and subject to the foregoing and having regard to legal considerations we deem relevant, we are of the opinion that, insofar as the laws of the Republic of Liberia are concerned:

The Subsidiary Guarantees have been duly authorized by the Liberian Guarantors, and, when issued, assuming due authentication thereof by the Trustee and upon acceptance of the debt securities by the holders thereof, will constitute valid and legally binding obligations of the Liberian Guarantors, entitled to the benefits of the Indentures and enforceable against the Liberian Guarantors in accordance with their terms.

We qualify our opinion to the extent that (a) the enforceability of the rights and remedies provided for in the Transaction Documents (i) may be limited by insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting generally the enforceability of creditors’ rights from time to time in effect and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including application of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles; and (b) different results might be obtained under laws other than those of the Republic of Liberia by which the Transaction Documents or any of them are expressed to be governed.

This opinion expressed above is limited to matters of law of the Republic of Liberia. We express no opinion with respect to the law of any other jurisdiction.

Tsakos Energy Navigation Limited

July 1, 2009

Page 4 of 4

We hereby consent to the use of this opinion as Exhibit 5.3 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Seward & Kissel LLP

CORRESP

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Stephen P. Farrell

212-309-6050

sfarrell@morganlewis.com

July 1, 2009

VIA EDGAR AND FEDERAL EXPRESS

Ms. Amanda Ravitz

Branch Chief - Legal

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, DC 20549

Re: Tsakos Energy Navigation Limited Amendment No. 1 to Registration Statement on Form F-3 Filed June 12, 2009 File No. 333-159218

Dear Ms. Ravitz:

On behalf of our client, Tsakos Energy Navigation Limited (the “Company”), we are responding to the comments set forth in the comment letter from the (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 23, 2009 in respect of the Company’s Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-3 (the “Registration Statement”) filed with the Commission on June 12, 2009. To respond to the Staff’s comments, the Company is filing concurrently with this letter pre-effective Amendment No. 2 to the Registration Statement (“Amendment No. 2”), including revised Exhibits 5.1 and 5.3, and for the convenience of the Staff, we are providing to the Staff by overnight delivery four (4) copies of this letter and marked copies of Amendment No. 2 and Exhibits 5.1 and 5.3 (against Amendment No. 1 and Exhibits 5.1 and 5.3, respectively, filed on June 12, 2009).

The numbered paragraphs in bold herein restate the numbered paragraphs in the Staff’s letter to the Company, and the discussion set out below each such paragraph is the Company’s response to the Staff’s comment.

United States Securities and Exchange Commission

July 1, 2009

Page 2

Exhibit 5.1

1. We note your response to prior comment 6; however, please provide us with additional analysis explaining the purpose of defining the term “non-assessable” under Bermuda law in light of the fact that the opinion is to be governed by and construed in accordance with the laws of Bermuda. Alternatively, delete the definition.

Response: The opinion of Mello Jones & Martin filed as Exhibit 5.1 to Amendment No. 2 has been revised by deleting the definition of the term “non-assessable.”

2. We note your response to prior comment 8; however, please revise the last sentence of the second to last paragraph to state that the opinion speaks as of the date of effectiveness or confirm that you will re-file the opinion dated the date of effectiveness.

Response: The opinion of Mello Jones & Martin filed as Exhibit 5.1 to Amendment No. 2 has been revised by deleting the last sentence of the second to last paragraph of the opinion, which stated, among other things, that the opinion spoke as of its date and that counsel assumed no obligation to review or update the opinion if applicable laws or existing facts or circumstances changed.

Exhibit 5.3

3. We note your response to prior comment 10; however, please delete or substantially revise the second paragraph on page 3. In this connection, we note the following:

• In the second sentence, counsel states that it is not admitted to practice before the courts of the Republic of Liberia. Because you are opining on Liberian law, a jurisdictional qualification regarding Liberian law is inappropriate. Please provide a revised opinion that does not contain this qualification.

• Counsel lists a number of specific laws that it examined in order to render its opinion, including the Liberian Business Corporation Act of 1976, including amendments thereto through June 19, 2002 and the Liberian Internal Revenue Code, Personal and Business Income Tax Law, including amendments thereto through November 19, 1994 with exceptions, among others. These limitations on the scope of the laws counsel reviewed are impermissible because the opinion must speak to the jurisdiction’s complete body of applicable laws as of the date the securities are sold. Please revise the opinion to state that counsel’s opinion is based on its review of the applicable statutory provisions, the rules and regulations underlying those provisions, and the applicable judicial and regulatory determinations of the Republic of Liberia.

United States Securities and Exchange Commission

July 1, 2009

Page 3

• We note your disclosure in the second to last sentence that you assumed that the Liberian laws “have not been the subject to any further amendments.” We also note your disclosure in the last sentence that each of the Liberian Guarantors has duly appointed a registered agent in the Republic of Liberia. Counsel may not assume material facts underlying its opinion or assume facts that are readily ascertainable. Please delete these assumptions.

Response: The opinion of Seward & Kissel LLP filed as Exhibit 5.3 to Amendment No. 2 has been revised by deleting the second paragraph on page 3.

4. We note your response to prior comment 11; however, please revise the second to last sentence of the penultimate paragraph to state that the opinion speaks as of the date of effectiveness or confirm that you will re-file the opinion dated the date of effectiveness.

Response: The opinion of Seward & Kissel LLP filed as Exhibit 5.3 to Amendment No. 2 has been revised by deleting the second to last sentence of the penultimate paragraph of the opinion, which stated that the opinion was rendered as of its date and counsel had no responsibility to update the opinion for events or circumstances occurring after the date of the opinion or for any change in applicable laws after the date of the opinion.

***

Tsakos Energy Navigation Limited (the “Company”) acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing referred to herein;

• 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

***

United States Securities and Exchange Commission

July 1, 2009

Page 4

If you have any questions, please feel free to contact me at (212) 309-6050 or my colleague Patrick Egan at (212) 309-7117.

Very truly yours,

/s/ Stephen P. Farrell

Stephen P. Farrell

cc: Tsakos Energy Navigation Limited