UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 28, 2006


                            EAGLE BULK SHIPPING INC.
           (Exact name of each Registrant as specified in its Charter)


         Marshall Islands                 000-51366              98-0453513
 (State or other jurisdiction of   (Commission File Number)    (IRS employer
  incorporation or organization)                             identification no.)

      477 Madison Avenue                                            10022
      New York, New York                                          (Zip Code)

(Address of principal executive
           offices)


(Registrant's telephone number, including area code): (212) 785-2500


         (Former name or former address, if changed since last report.)
                                 Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]     Written communications pursuant to Rule 425 under the Securities Act (17
        CFR 230.425)

[_]     Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

[_]     Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
        Exchange Act (17 CFR 240.14d-2(b))

[_]     Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
        Exchange Act (17 CFR 240.13e-4(c))



Item 3.02.  Unregistered Sales of Equity Securities

       On June 28, 2006,  Eagle Bulk  Shipping Inc.  (the  "Company")  issued an
aggregate of 2,750,000  shares of its common stock, par value $0.01 (the "Common
Shares"), to certain  institutional  investors pursuant to a securities purchase
agreement dated June 22, 2006 (the "Agreement"), for an aggregate purchase price
of $33 million, or $12.00 per Common Share.

       The Common  Shares were sold pursuant to an exemption  from  registration
afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D promulgated thereunder.

Item 7.01.  Regulation FD

       In connection with the issuance described in Item 3.02 above, the Company
issued a press  release on June 29, 2006, a copy of which is attached as Exhibit
99.1.

Item 9.01    Financial Statements and Exhibits

       99.1 Press Release of Eagle Bulk Shipping Inc. dated June 29, 2006


                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


June 29, 2006
                            EAGLE BULK SHIPPING INC.


                                     By:  /s/ Sophocles N. Zoullas
                                         ----------------------------------
                                         Sophocles N. Zoullas
                                         Chief Executive Officer and President


SK 25083 0001 682653