January 10, 2020
Via E-mail

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

       Re:      Diana Shipping Inc.
                Schedule TO-I
                Filed January 3, 2020
                File No. 005-81513

Dear Mr. Horton:

       The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in the Offer to Purchase for Cash attached as Exhibit (a)(1)(A) to
the Schedule TO-I.
In some of our comments, we may ask you to provide us with information so we
may better
understand your disclosure.

       Please respond to this letter by amending your 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
Cover Page

1. In any future tender offers filed on schedule TO, please revise the cover
page to check the
   appropriate box to designate that this transaction relates to an issuer
tender offer subject to
   Rule 13e-4.

General

2. We note that this is the seventh successive tender offer conducted by the
issuer since
   November 2018. If a series of transactions has a reasonable likelihood of
producing one of
   the effects enumerated in Rule 13e-3(a)(3)(i), Rule 13e-3 may be implicated,
and as such, a
   Schedule 13E-3 must be filed at the first step. Confirm your continued
understanding in your
   response letter.
 Edward S. Horton, Esq.
Seward & Kissel LLP
January 10, 2020
Page 2

Exhibit (a)(1)(A)
Purpose of the Offer; Certain Effects of the Offer; Other Plans

3. We note the disclosure here regarding your intention to conduct future
tender offers and the
   factors upon which you will base that decision. We note that part of the
decision would be
   based on the price you can obtain for a vessel in the secondhand market,
which funds would
   be used to pay for tendered shares in future offers. Since this Offer was
commenced very
   shortly after your last tender offer ended, what were the factors that the
Board relied on to
   commence this Offer? Was a vessel sold to fund this Offer? Please advise us
   supplementally, with a view to additional revised disclosure in the offer
materials.

Conditions of the Offer, page 10

4. With respect to the armed hostilities condition set forth at the bottom of
page 10, we note that
   according to news reports, on January 8, 2020, Iran launched missile attacks
on one or more
   U.S. military bases in Iraq. Please amend the Offer materials to advise
whether your "armed
   hostilities" condition was triggered by this event and if so, whether you
are waiving that
   condition or asserting it to terminate the Offer.


                                               *   *   *


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

        Please direct any questions to me at (202) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                             Sincerely,

                                                             /s/ Joshua
Shainess

                                                             Joshua Shainess
                                                             Special Counsel
                                                             Office of Mergers
and Acquisitions