SC TO-I/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

DIANA SHIPPING INC.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Common Stock, par value of $0.01 per share

(Title of Class of Securities)

Y2066G104

(CUSIP Number of Class of Securities)

Mr. Ioannis Zafirakis

Diana Shipping Inc.

Pendelis 16, 175 64 Palaio Faliro, Athens, Greece

Tel:  + 30-210-9470-100

(Name, address and telephone number of person authorized to receive notices

and communication on behalf of Filing Persons)

Copy to:

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

CALCULATION OF REGISTRATION FEE

Transaction Valuation*		Amount of Filing Fee**
$	10,000,000.00	$	1,212.00

* Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 3,125,000 shares of common stock at the tender offer price of $3.20 per share.

** The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $121.20 for each $1,000,000.00 of the value of the transaction. This fee was previously paid in connection with the initial filing of the Schedule TO on April 15, 2019.

☐ Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

☐	third party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
☐	going private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission (the "SEC") by Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping" or the "Company"), on April 15, 2019. The Schedule TO relates to the offer by the Company to purchase up to 3,125,000 shares of its common stock, par value of $0.01 per share (the "common stock"), at a price of $3.20 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 15, 2019 (the "Offer to Purchase")as supplemented by the Supplement No. 1 to the Offer to Purchase dated May 7, 2019 (the "Supplement") and in the related Letter of Transmittal (the "Letter of Transmittal").

The purpose of this Amendment No. 1 is to file as an exhibit (i) the Supplement and (ii) a press release announcing the filing of a supplement to its Offer to Purchase. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Except as otherwise set forth in this Amendment No. 1 and the Supplement, respectively, the information set forth in the Schedule TO and the Offer to Purchase remain unchanged and are incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, the Supplement, and the Letter of Transmittal.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:

“On May 7, 2019, the Company issued a press release announcing the filing of a supplement to its Offer to Purchase. A copy of such press release is filed as Exhibit (a)(l)(H) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

(a)(1)(G)**          Supplement No. 1 to the Offer to Purchase dated May 7, 2019.

(a)(1)(H)**          Press Release dated May 7, 2019.

 _____________________

** Filed herewith.

SIGNATURE

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

Date: May 7, 2019	DIANA SHIPPING INC.
	By:	/s/ Simeon P. Palios
	Name:	Simeon P. Palios
	Title:	Director, Chief Executive Officer and Chairman of the Board

EXHIBIT INDEX

(a)(1)(A)*	Offer to Purchase dated April 15, 2019.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 15, 2019.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 15, 2019.
(a)(1)(F)*	Press Release dated April 15, 2019.
(a)(1)(G)**	Supplement No. 1 to the Offer to Purchase dated May 7, 2019.
(a)(1)(H)**	Press Release dated May 7, 2019.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Stockholders Rights Agreement dated January 15, 2016, incorporated by reference to Exhibit 4.1 to the Company's Form 8-A12B/A filed on January 15, 2016.
(d)(2)	Bond Terms for the Company's 9.50% senior unsecured callable bond issue 2018/2023, by and between the Company and Nordic Trustee AS, as trustee, dated September 26, 2018, incorporated by reference to Exhibit d(2) of the Company's Tender Offer on Schedule TO filed on November 21, 2018.
(g)	Not Applicable.
(h)	Not Applicable.

________________________

* Previously filed.

** Filed herewith.

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

SUPPLEMENT NO. 1 TO THE

OFFER TO PURCHASE FOR CASHbyDiana Shipping Inc.ofUp to 3,125,000 of its Common Stock at a Purchase Price of $3.20 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE

AT 5:00 P.M., EASTERN TIME, ON MAY 13, 2019

UNLESS THE OFFER IS EXTENDED.

The date of this Supplement No. 1 to the Offer to Purchase for Cash is May 7, 2019

Diana Shipping Inc. (the "Company," "we," "us" or "our") hereby amends and supplements its offer to purchase up to 3,125,000 of its common stock, par value $0.01 per share, at a purchase price of $3.20 per share, net to the seller in cash, less any applicable withholding taxes and without interest, for an aggregate purchase price of up to $10,000,000.00, upon the terms and subject to the conditions described in the Offer to Purchase and in the related Letter of Transmittal. The Offer to Purchase, dated April 15, 2019, is hereby supplemented by this Supplement No. 1 to the Offer to Purchase for Cash (this "Supplement No. 1") (which, together with the Offer to Purchase and the Letter of Transmittal, as they may hereafter be amended or supplemented from time to time, constitute the "Offer") contains a description of certain amendments that are being made hereby.

The information, terms and conditions of the Offer set forth in the Offer to Purchase remain applicable in all respects to the Offer, except to the extent modified by this Supplement No. 1. Where information in the Offer to Purchase is in conflict with, is supplemented by or replaced by information in this Supplement No. 1, the information provided in this Supplement No. 1 shall govern. Capitalized terms used in this Supplement No. 1 but not otherwise defined have the meanings ascribed to those terms in the Offer to Purchase.

EXCEPT AS DESCRIBED IN THIS SUPPLEMENT NO. 1, ALL TERMS AND CONDITIONS OF THE OFFER REMAIN UNCHANGED.

Summary Term Sheet

The Offer to Purchase is hereby amended to delete the first bullet point under the answer to the question "What are the significant conditions to the Offer?" under the heading "Summary Term Sheet" and to replace it with the following:

· The closing price of our common stock on the New York Stock Exchange shall not on any business day prior to (and including the date of) the Expiration Time be more than 10% below the closing price of our common stock on April 15, 2019.

· The Dow Jones Industrial Average, the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index shall not close on any business day prior to (and including the date of) the Expiration Time more than 10% below its respective close on April 15, 2019.

The Offer—6. Conditions of the Offer

The Offer to Purchase is hereby amended to delete the third bullet point under the heading "The Offer—6. Conditions of the Offer" and to replace it with the following:

· the closing price of our common stock on the New York Stock Exchange is, on any business day prior to (and including the date of) the Expiration Time, more than 10% below the closing price of our common stock on April 15, 2019;

· the Dow Jones Industrial Average, the New York Stock Exchange Composite Index, the NASDAQ Composite Index or the S&P 500 Composite Index closes, on any business day prior to (including the date of) the Expiration Time more than 10% below its respective close on April 15, 2019;

Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Banks, Brokers and Shareholders Call Toll-Free: (800) 248-7690

Parties outside the U.S. can reach the information agent at +1-781-575-2137

Diana Shipping Inc.

May 7, 2019

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

	Corporate Contact: Ioannis Zafirakis Director, Chief Strategy Officer and Secretary Telephone: + 30-210-9470-100 Email: izafirakis@dianashippinginc.com Website: www.dianashippinginc.com
For Immediate Release
	Investor and Media Relations: Edward Nebb Comm-Counsellors, LLC Telephone: + 1-203-972-8350 Email: enebb@optonline.net

DIANA SHIPPING INC. ANNOUNCES AMENDMENT OF OFFER TO PURCHASE RELATING TO ITS SELF TENDER OFFER FOR SHARES OF COMMON STOCK

Athens, Greece, May 7, 2019 - Diana Shipping Inc. (NYSE: DSX) (the "Company"), a global shipping company specializing in the ownership of dry bulk vessels, today announced the filing of a supplement to its Offer to Purchase dated as of April 15, 2019 relating to the Company's tender offer to purchase up to 3,125,000 shares, or about 3.1%, of its outstanding common stock using funds available from cash and cash equivalents at a price of $3.20 per share, which tender offer will expire at the end of the day, 5:00 P.M., Eastern Time, on May 13, 2019, unless extended or withdrawn.  The Company has filed Supplement No. 1 to the Offer to Purchase dated May 7, 2019, as an exhibit to Amendment No. 1 to Schedule TO dated May 7, 2019 and may be accessed from the Securities and Exchange Commission's website at www.sec.gov.

If shareholders have any questions, please call our information agent, Georgeson LLC, by telephone, toll free at (800) 248-7690. Parties outside the U.S. can reach the information agent at +1-781-575-2137.

About the Company

Diana Shipping Inc. is a global provider of shipping transportation services through its ownership of dry bulk vessels. The Company's vessels are employed primarily on medium to long-term time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.

Certain Information Regarding the Tender Offer

The information in this press release describing Diana Shipping Inc.'s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Diana Shipping Inc.'s common stock in the tender offer. The tender offer is being made only pursuant to the Offer to Purchase and the related materials that Diana Shipping Inc. is distributing to its shareholders, as they may be amended or supplemented. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Shareholders of Diana Shipping Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Diana Shipping Inc. is filing with the Securities and Exchange Commission from the Securities and Exchange Commission's website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from Georgeson LLC, the information agent for the tender offer, toll free at (800) 248-7690. Shareholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call Georgeson LLC, the information agent for the tender offer, toll free at (800) 248-7690. Parties outside the U.S. can reach the information agent at +1-781-575-2137.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, Company management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond the Company's control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in the Company's view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company's vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires and other factors. Please see the Company's filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.