September 9, 2019


Via E-Mail

Edward S. Horton
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

       Re:    Diana Shipping, Inc.
              Schedule TO-I filed on September 6, 2019
              File No. 5-81513

Dear Mr. Horton:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above. Our review was limited to the issues identified in our comments
below. All
defined terms have the same meaning as in the Offer to Exchange included as
Exhibit
99(a)(1)(A) to the Schedule TO-I.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

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

Schedule TO-I - General

   1. Rule 13e-3 applies to any transaction "or series of transactions" that
has a reasonable
      likelihood or purposes of producing one of the effects enumerated in Rule
13e-3(a)(3)(i).
      This is currently the fifth successive issuer tender offer conducted by
Diana Shipping
      since November 2018. Please be aware that, while each offer has included
a condition
      premised on the non-applicability of Rule 13e-3 to that particular offer,
if a succession of
      transactions results in a going private effect, Rule 13e-3 may be
implicated. In that case,
      we will analyze whether the transaction that ultimately has the going
private effect as
      outlined in Rule 13e-3(a)(3)(i) is part of a series of transactions
within the meaning of the
      Rule. If so, Schedule 13E-3 must be filed at the first step. Please
confirm your
 Edward S. Horton, Esq.
Seward & Kissel LLP
September 9, 2019
Page 2


       understanding in your response letter.

Purpose of the Offer; Certain Effects of the Offer; Other Plans, page 3

   2. Given the issuer's history of conducting five successive tender offers
since November
      2018, revise to specifically address its intentions regarding another
offer after this one
      terminates. If there are no present intentions to conduct additional
offers, state the basis
      upon which a decision to do so will be made in future, based on past
practices. See Item
      1006(c) of Regulation M-A.

   3. See our last comment above. Here or in an appropriate section of the
Offer to Purchase,
      disclose the four prior issuer tender offers Diana Shipping has conducted
since November
      2018, including the dates, number of shares sought, number of shares
purchased and offer
      price. Include the same disclosure in any future offers to purchase. See
generally, Item
      1008(b) of Regulation M-A.

   4. It appears that Diana Shipping has repurchased almost 17% of its
outstanding shares
      through issuer tender offers conducted since November 2018 (assuming full
participation
      in this offer). Affiliates of the company own over 28% of its shares.
Disclose the
      aggregate increase in their ownership resulting from these offers. See
generally, Item
      1008(a) of Regulation M-A.

          We remind you that the filing persons are responsible for the
accuracy and adequacy of
   their disclosures, notwithstanding any review, comments, action or absence
of action by the
   staff. Please contact me at (202) 551- 3263 with any questions about these
comments.


                                                     Sincerely,

                                                     /s/ Christina Chalk

                                                     Christina Chalk
                                                     Senior Special Counsel
                                                     Office of Mergers and
Acquisitions