May 3, 2005


Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

Re:  	Eagle Bulk Shipping Inc.
Form S-1
Filed April 4, 2005; April 5, 2005
      File No. 333-123817

Dear Mr. Wolfe:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General

1. Please tell us how you have considered the provisions of Rule
11-
01(d) of Regulations S-X in determining whether the vessels
recently
purchased or probable of being purchased constitute a business. As
part of your response please address whether there were any time
charters associated with the vessels prior to you entering into
the
contracts to purchase the vessels.  Additionally, please indicate
whether you acquired the rights associated with these time
charters
in connection with the purchases of each of your vessels. If the
time
charters were acquired in connection with the associated vessels,
it
would appear that acquisitions of the vessels purchased constitute
a
business under Rule 11-01(d) of Regulation S-X as the revenue
producing activity remains unchanged.  As such, you would need to
provide pro forma financial information giving effect to the
acquisition and related financing of the vessels as required under
Rule 11-01 of Regulation S-X.  Furthermore, if the vessel
purchases
constitute a business, you should also provide audited financial
statements as required by Rule 3-05 of Regulation S-X.  Finally,
you
should consider the disclosure requirements of SFAS No. 141 to
determine if all required disclosures have been provided and amend
your financial statement disclosure as appropriate.

Cover

2. Please remove the identification of "Joint Book-Running
Managers"
on the prospectus cover page.  This information is not required
under
Item 501 of Regulation S-K and is not material to an investment
decision.

Inside Front Cover
3. Please move the dealer prospectus delivery requirement to
appear
on the back cover page.  Refer to Item 502(b) of Regulation S-K.

4. Please provide us with the artwork you intend to use.  The
inside
front cover artwork should be clear illustrations of your product
or
business with concise language describing the illustrations.
Artwork
that does not convey the business purpose and language that strays
beyond a limited scope will not be appropriate inside the front
cover.  Please refer to Section VIII of the Division of
Corporation
Finance March 31, 2001 Current Issues and Rulemaking Projects
Quarterly Update available at www.sec.gov.

Prospectus Summary, page 1

5. Supplementally provide us with the basis for some of your
belief
disclosed in the summary that you are "the largest U.S. based
owner
of Handymax dry bulk vessels."

6. Supplementally explain why Handymax vessels have "reduced
volatility in charter rates" relative to larger vessel sectors.
In
the alternative, delete it from your disclosure.

7. Please omit the phrase "have a record of accomplishment in the
shipping industry" unless you intend that the management team will
be
guaranteeing the success of investment in this security.

8. Although you provide an explanation of your corporate structure
on
page 5, please consider including a chart of your organization in
the
registration statement.

Summary Consolidated Financial Data, page 8
Selected Consolidated Financial Data, page 26

9. Please revise to disclose your basic and diluted earnings per
share. Refer to the guidance outlined in Instruction 2 to Item 301
of
Regulation S-K
Use of Proceeds, page 22

10. It is unclear from your narrative whether all the proceeds
will
be for repayment of debt.  If there is another purpose, please
disclose and allocate.

Management`s Discussion and Analysis, page 27

Factors Affecting Our Results of Operations, page 27

Management Fees, page 29

11. Revise your disclosure to quantify the management fee you pay
to
V.Ships and to describe in greater detail the type of work
performed.
Further, if this management fee is part of your vessel operating
expense, please state so.

General and Administrative Expenses, page 29

12. Please revise your disclosure to include a discussion
explaining
in detail the specific nature and amounts of the costs that make
up
the general and administrative expense for the period presented in
your statement of operations.

Liquidity and Capital, page 29

13. Disclose in the next amendment the amount of cash on hand and
the
amounts available under any credit facilities as of the most
practical date.

14. Please clarify your reference to "expected market conditions."
Also discuss liquidity on a short term and long term (i.e. longer
than 12 months) perspective. Refer generally to Instruction 5 of
Item
303(a) of Regulation S-K.

15. We note your disclosure in paragraph two, where you state that
you anticipate that following the completion of this offering and
taking into account generally expected market conditions,
internally
generated cash flow, committed financing from Kelso and borrowings
under your new credit facility will be sufficient to fund the
operations of your fleet, including your working capital
requirements. We also note on page 30 under the heading "New
Credit
Facility" that you state if the lender elects to reduce the amount
of
funds that you may borrow under the new credit facility for
working
capital purposes, the facility limit will be reduced by a
corresponding amount.  In this regard, please enhance your
disclosure
to include a discussion as to your alternative plan if this
offering
and the new credit facility do not provide sufficient funds for
the
operations of your fleet, including your working capital
requirements.

Contractual Obligations, page 31

16. It appears that you have renewed and will continue to renew
your
current month-to-month office lease as of the date of your
financial
statements present in your filing.  In this regard, please revise
your disclosure to quantify the payment obligation under this
lease
in your contractual obligations table. Additionally, revise your
financial statements to comply with paragraph 16.c. of SFAS No.
13.

17. We note the disclosure in footnote (2) indicating that under
the
terms of a financial advisory agreement with Kelso, the Company`s
principal shareholder, the Company will pay Kelso an annual fee of
$500,000. We also note that the Company has agreed with Kelso to
terminate this agreement in exchange for a $1.0 million payment
upon
the closing of the Company`s common stock offering.  Since this
payment is being made to the Company`s principal shareholder in
connection with the offering, please revise to give retroactive
effect to this payment in the Company`s balance sheet or include a
pro forma balance sheet alongside the Company`s historical balance
sheet giving effect to this payment.  Also, since it appears this
payment will be funded with proceeds from your planned public
offering, please disclose pro forma earnings per share giving
effect
to the number of shares whose proceeds will be required to fund
the
payment. Since the payment is being made to the Company`s
principal
shareholder, we view it similar to a dividend payment as discussed
in
SAB Topic 1: B: 3.

Capital Expenditures, page 31

18. You state in footnote (1) in the "Contractual Obligations"
disclosure that you will finance a portion of the purchase price
related to the nine vessels with "additional indebtedness drawn
under
your new credit facility."  However you imply in the first
paragraph
within the "Capital Expenditure" section that you will fund the
same
portion of the purchase price with "borrowings under bank loans."
Please clarify your intent and revise accordingly.  If your intent
is
to obtain a bank loan(s) to fund the above mention portion of the
purchase price related to the nine vessels and then refinance that
amount with the borrowings under the new credit facility, please
add
a note in the financial statements describing the terms of this
bank
loan(s).

Qualitative and Quantitative Market Risk, page 32

19. We note from your disclosure that you are subject to market
risks
relating to changes in interest rates, because you have floating
rate
debt outstanding. If you currently have floating rate debt
outstanding, please revise your filing to provide disclosure
regarding your exposure to interest rate risk in one of the three
disclosure alternatives outlined in Item 305 of Regulation S-K. As
part of your response, please explain to us in detail what debt
you
have incurred and the significant terms (i.e. date assumed,
amount,
interest rate, etc.).

Critical Accounting Policies, page 32

20. We note from your disclosure that you depreciate the
expenditures
made to prepare the vessel for its initial voyage over the life of
the vessel, rather than over the time frame of the voyage.  Please
explain your rational behind your conclusion or revise your filing
accordingly.

Business, page 44

21. Disclose the number of persons currently employed by the
company
and the vessel owning subsidiaries.  Also, disclose whether any
employees are subject to collective bargaining agreements.

Technical Management, page 48

22. Supplementally provide your basis for stating V.Ships is "the
world`s largest provider" of those services or otherwise delete
that
phrase.

Environmental and Other Regulations, page 49

International Maritime Organization, page 49

23. We note from your disclosure that you are formulating a plan
to
comply with the Annex VI regulations once they come into effect.
You
also go on to state that compliance with these regulations could
require the installation of expensive emission control systems and
could have an adverse financial impact on the operations of your
vessels. We understand that the ultimate outcome of these matters
cannot be determined at this time; however, we believe that a
discussion which explains the vessels and operations that will be
impacted by such regulations would provide a reader with a better
understanding of the potential impact to your business. For
example
you may want to discuss what vessels will be impacted by these
regulations; provide an estimated range as it relates to the cost
of
installing the expensive emission control system; provide an
estimated length of time the vessel will not be in operation due
to
this installation; state whether or not it is certain that the
company will be able to comply with these regulations for each
vessel; describe the ramifications of not being able to comply
(i.e.
the vessel will not be allowed into service); and describe any
predicted breach of contract under your time charters and
penalties /
liabilities associated with such a breach of contract.

Management, page 56

Compensation of Executives, Directors and Senior Management, page
58

24. Supplementally confirm that you have considered the
application
of Item 402(a)(5) of Regulation S-K to your disclosure in this
section.  To the extent applicable, please include a cross-
reference
to your discussion in "Certain Relationships and Related Party
Transactions."

2005 Stock Incentive Plan, page 59

25. We note the disclosure indicating that prior to the closing of
the offering, the Company plans to adopt the 2005 Stock Incentive
Plan. If the Company plans to grant options under this plan prior
to
or in connection with the Company`s planned public offering,
please
revise MD&A to disclose the number and significant terms of the
options to be granted. Also, disclose the amount of expense that
will
be recognized in connection with the option grants, the period
over
which this expense will be recognized and explain how the
estimated
expense was calculated or determined.

Certain Relationships and Related Party Transactions, page 62

26. We note your disclosure on page 5 regarding the commercial
management of your fleet through Eagle Shipping International
(USA)
LLC.  Please revise to distinguish between the management services
performed by Eagle Shipping International (USA) LLC and V.Ships.

Financial Advisory Agreement, page 62

27. Clarify your disclosure regarding the payment of certain fees
as
may be determined by the board of directors.  To the extent any of
those services are currently being performed, please disclose.

Underwriting, page 83

28. Supplementally advise us whether you will have a directed
share
program of any type.  If so, include disclosure in the prospectus
describing the program and the group it targets.  Also, please
provide us with all materials given to potential purchasers in the
directed offering.

Legal Matters, page 86

29. Clarify your disclosure as to other legal matters that Seward
&
Kissel LLP will pass upon.

Consolidated Financial Statements

Consolidated Balance Sheet, page F-3

30. Please revise to disclose each component of accrued
liabilities
that is greater than five percent of total current liabilities.
See
Rule 5-02(20) of Regulation S-X for guidance.

Consolidated Statement of Stockholders` Equity, page F-5

31. Please revise the notes to your financial statements to
disclose
all of the significant terms of the transaction in which the
Company
issued shares of common stock in exchange for a capital
contribution
aggregating $40,822,278. As part of your revised disclosure,
please
indicate the number of shares of common stock issued, the identity
of
the party to whom the shares were issued, and the nature of the
consideration received in exchange for these shares. Also, please
revise the balance sheet or notes to the Company`s financial
statements to disclose the number of authorized, issued and
outstanding common shares. Refer to the requirements of Rule 5-
02(30)
of Regulation S-X. Your statement of operations or the notes to
your
audited financial statements should also be revised to disclose
the
number of shares used to compute your basic and diluted earnings
per
share for the period presented.
Note 2. Significant Accounting Policies

32. We note from your disclosure on page 15 that you may be
subject
to calls, or premiums, in amounts based not only on your claim but
also the claim records of all other members of the protection and
indemnity associations through which you receive indemnity
insurance
coverage for tort liability. In this regard, please revise your
disclosure to explain how you will account or have accounted for
the
"call" portion of the insurance you obtain through protection and
indemnity associations. In addition quantify the amount of any
call
expense and / or related reserve that is currently recorded in
your
financial statements.

(m) Loss Per Share, page F-9

33. Please revise your financial statements and, elsewhere as
necessary, to provide in a footnote the disclosures required under
paragraph 41 of SFAS No. 128, if applicable for each period in
which
a statement of operations is presented.

Note 5. Credit Facility, page F-10

34. Please enhance your note to disclose the rate of interest,
maturities, priorities and other material terms as it relates to
the
$300,000,000 revolving credit facility.  Additionally, please
identify assets mortgaged, pledged, or otherwise subject to lien,
and
disclose the carrying value of the pledged assets. Refer to the
requirements of Rule 5-02(22) of Regulations S-X.

Note 6. Related Party Transactions, page F-10

35. Please revise your disclosure to include the specific terms of
the awards granted to certain members of the company`s management
and
the methods and assumptions underlying how you arrived or plan to
arrive at the estimated compensation expense accrual for the
management members that have been awarded profit interests in
Eagle
Venture that entitle them to a portion of any appreciation in the
value of the assets of Eagle Venture, as discussed on page 6 under
the heading " Compensation of Executives."

Subsequent Events

36. We note from your disclosure in the prospectus summary and on
page 27 of MD&A that you haven taken delivery of nine vessels as
of
the date of your filing.  It appears that this occurred subsequent
to
the date of your financial statements dated as of and for the
period
ended March 31, 2005.  In this regard, please disclose in a note
to
your financial statements the details related to the purchase of
these vessels and any associated debt obtained in connection with
the
purchases of these vessels.

37. We also note from your registration statement that you have
entered into time charters for the nine vessels.  Please add a
disclosure in a note to your financial statements discussing the
terms of these contracts.  Your disclosure should include but not
be
limited to a discussion describing the service start date,
duration
and any other significant terms of the contracts.

Exhibit 23.2 Consent of Independent Registered Public Accounting
Firm

38. Please obtain a revised consent which refers to the report of
Ernst & Young LLP dated April 1, 2005 rather than April 4, 2005.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct any questions on the financial statements and related
disclosure Jeff Jaramillo at (202) 533-3212, or Linda Cvrkel, at
(202) 533-3813.  Direct any other questions to Hanna Teshome at
(202)
533-3315, or in her absence to me at (202) 533-3750.

								Sincerely,



								Max A. Webb
								Assistant Director



cc:
via facsimile
Seward & Kessel LLP
(212) 480-8421


??

??

??

??




Eagle Bulk Shipping Inc.
May 3, 2005
Page 1