As filed with the Securities Exchange Commission on September 5, 2006

                                         Registration Statement No. 333 - 137003
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        -----------------------------------

                                    FORM S-3/A
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        -----------------------------------

                            EAGLE BULK SHIPPING INC.
             (Exact name of registrant as specified in its charter)


Republic of the Marshall Islands            4412                98-0453513
- --------------------------------    --------------------     -------------------
 (State or other jurisdiction of      (Primary Standard       (I.R.S. Employer
 incorporation or organization)           Industrial         Identification No.)
                                        Classification
                                        Code Number)

Eagle Bulk Shipping Inc.                               Seward & Kissel LLP
   477 Madison Avenue                            Attention: Gary J. Wolfe, Esq.
New York, New York 10022                             One Battery Park Plaza
     (212) 785-2500                                 New York, New York 10004
  (Address and telephone                                (212) 574-1200
  number of Registrant's                          (Name, address and telephone
principal executive offices)                       number of agent for service)

                                   Copies to:
                               Gary J. Wolfe, Esq.
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004
                        (212) 574-1200 (telephone number)
                        (212) 480-8421 (facsimile number)

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

     If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [_]

     If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]



                         CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
Title of Each                            Maximum      Maximum
    Class of                            Aggregate    Aggregate      Amount of
Securities to be       Amount to be      Price Per    Offering     Registration
  Registered          Registered (1)(4)   Unit (2)    Price (1)       Fee
- --------------------------------------------------------------------------------
Primary Offering
- --------------------------------------------------------------------------------
Common Shares,
par value $ 0.01
per share (3)
- --------------------------------------------------------------------------------
Preferred Shares,
par value $ 0.01
per share(3)
- --------------------------------------------------------------------------------
Debt Securities(3)(4)
- --------------------------------------------------------------------------------
Guarantees(5)
- --------------------------------------------------------------------------------
Warrants(6)
- --------------------------------------------------------------------------------
Purchase Contracts(7)
- --------------------------------------------------------------------------------
Units (8)
- --------------------------------------------------------------------------------
Primary Offering Total                              $220,500,000   $23,593.50
- --------------------------------------------------------------------------------
Secondary Offering
- --------------------------------------------------------------------------------
Common Shares, par
value $ 0.01 per share
to be offered by
certain selling
shareholders           5,000,000        $15.90(9)   $79,500,000(9) $8,506.50(9)
- --------------------------------------------------------------------------------
               Total                               $300,000,000.00   $32,100(10)
- --------------------------------------------------------------------------------

(1)  Such amount in U.S. dollars or the equivalent thereof in foreign currencies
     as shall  result in an  aggregate  initial  public  offering  price for all
     securities of $220,500,000.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(o).  Any securities  registered  hereunder may be sold
     separately or as units with other securities  registered  hereunder.  In no
     event will the aggregate  offering  price of all  securities  sold by Eagle
     Bulk  Shipping  Inc.  pursuant  to  this   registration   statement  exceed
     $220,500,000.

(3)  Also includes such  indeterminate  amount of debt  securities and number of
     preferred  shares and common shares as may be issued upon  conversion of or
     in exchange for any other debt securities or preferred  shares that provide
     for conversion or exchange into other securities.

(4)  If any debt securities are issued at an original issue  discount,  then the
     offering  may be in such  greater  principal  amount  as shall  result in a
     maximum aggregate offering price not to exceed $220,500,000.

(5)  The  debt  securities  may be  guaranteed  pursuant  to  guarantees  by the
     subsidiaries of Eagle Bulk Shipping Inc. No separate  compensation  will be
     received for the guarantees.  Pursuant to Rule 457(n), no separate fees for
     the guarantees are payable.

(6)  There is being registered  hereunder an indeterminate number of warrants as
     may from time to time be sold at indeterminate prices.

(7)  There is being  registered  hereunder an  indeterminate  number of purchase
     contracts as may from time to time be sold at indeterminate prices.

(8)  There is being registered hereunder an indeterminate number of units as may
     from time to time be sold at indeterminate prices. Units may consist of any
     combination of the securities registered hereunder.

(9)  Pursuant  to Rule  457(c),  the  offering  price and  registration  fee are
     computed on the average of the high and low prices for the common  stock on
     the  Nasdaq  Global  Select  Market on August 28,  2006 (i.e.  as of a date
     within five business days prior to filing).

(10) Previously paid.

- --------------------------------------------------------------------------------
The Registrants  hereby amend this Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------



                                EXPLANATORY NOTE


Eagle Bulk Shipping Inc. is filing this amendment to the Registration Statement
on Form S-3 filed on August 30, 2006, registration number 333-137003 (the
"Registration Statement"), solely for the purpose of having the registrants
listed below file as additional registrants under the Registration Statement.
No changes have been to the Registration Statement or the prospectus contained
herein.



                         TABLE OF ADDITIONAL REGISTRANTS

                                                           Primary Standard
                                          Country of           Industrial
Name of Registrant                      Incorporation    Classification Code No.
- ------------------                      -------------    -----------------------

Eagle Shipping International (USA) LLC  Marshall Islands            4412
Condor Shipping LLC                     Marshall Islands            4412
Hawk Shipping LLC                       Marshall Islands            4412
Falcon Shipping LLC                     Marshall Islands            4412
Harrier Shipping LLC                    Marshall Islands            4412
Osprey Shipping LLC                     Marshall Islands            4412
Kite Shipping LLC                       Marshall Islands            4412
Sparrow Shipping LLC                    Marshall Islands            4412
Griffon Shipping LLC                    Marshall Islands            4412
Shikra Shipping LLC                     Marshall Islands            4412
Peregrine Shipping LLC                  Marshall Islands            4412
Cardinal Shipping LLC                   Marshall Islands            4412
Heron Shipping LLC                      Marshall Islands            4412
Merlin Shipping LLC                     Marshall Islands            4412
Jaeger Shipping LLC                     Marshall Islands            4412
Kestrel Shipping LLC                    Marshall Islands            4412
Tern Shipping LLC                       Marshall Islands            4412
Kittiwake Shipping LLC                  Marshall Islands            4412
Oriole Shipping LLC                     Marshall Islands            4412
Robin Shipping LLC                      Marshall Islands            4412
Eagle Bulk (Delaware) LLC               United States
                                        (Delaware)



                  Subject to completion dated September 5, 2006

                                  $220,500,000

                                       and

                         5,000,000 of our Common Shares
                        Offered by a selling shareholder



     Through this prospectus, we may periodically offer:

     (1)  our common shares,

     (2)  our preferred shares,

     (3)  our debt  securities,  which may be  guaranteed  by one or more of our
          subsidiaries,

     (4)  our warrants,

     (5)  our purchase contracts, and

     (6)  our units

     In  addition,  the  selling  shareholder  named  in  the  section  "Selling
Shareholder"  may sell in one or more  offerings  pursuant to this  registration
statement up to 5,000,000 of our common shares that were previously  acquired in
a private transaction.  We will not receive any of the proceeds from the sale of
our common shares by the selling shareholder.

     The prices  and other  terms of the  securities  that we will offer will be
determined  at the time of their  offering and will be described in a supplement
to this prospectus.

     Our common shares are  currently  listed on the Nasdaq Global Select Market
under the symbol "EGLE."

     The  securities  issued under this  prospectus  may be offered  directly or
through underwriters,  agents or dealers. The names of any underwriters,  agents
or dealers will be included in a supplement to this prospectus.

     An investment in these securities  involves risks. See the section entitled
"Risk Factors" beginning on page 3.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     The date of this prospectus is                , 2006.

- --------------------------------------------------------------------------------
The  information  in this  prospectus  is not complete and may be changed.  This
prospectus is not an offer to sell thse  securities  and it is not soliciting an
offer to buy or sell these  securities  in any  jurisdiction  where the offer or
sale is not permitted.  These  securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective.
- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS

PROSPECTUS SUMMARY............................................................1

RISK FACTORS..................................................................3

USE OF PROCEEDS...............................................................3

FORWARD LOOKING STATEMENTS....................................................3

RATIO OF EARNINGS TO FIXED CHARGES............................................4

SELLING SHAREHOLDER...........................................................5

PLAN OF DISTRIBUTION..........................................................7

DESCRIPTION OF CAPITAL STOCK..................................................8

DESCRIPTION OF PREFERRED SHARES...............................................8

DESCRIPTION OF WARRANTS.......................................................8

DESCRIPTION OF DEBT SECURITIES................................................9

         General  ...........................................................10
         Covenants...........................................................13
         Modification of the Indentures......................................13
         Events of Default...................................................14
         Defeasance and Discharge............................................15
         Defeasance of Certain Covenants.....................................15
         Global Securities...................................................16

DESCRIPTION OF PURCHASE CONTRACTS............................................19

DESCRIPTION OF UNITS.........................................................19

EXPERTS......................................................................20

LEGAL MATTERS................................................................20

WHERE YOU CAN FIND ADDITIONAL INFORMATION....................................20

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................20

DISCLOSURE OF COMMISSION POSITION ON  INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES...................................................22

INFORMATION NOT REQUIRED IN THE PROSPECTUS...................................23

ITEM 14......................................................................23

ITEM 15......................................................................23

ITEM 16......................................................................25

ITEM 17......................................................................25



     Unless otherwise indicated, all dollar references in this prospectus are to
U.S.  dollars and financial  information  presented in this  prospectus  that is
derived  from  financial  statements  incorporated  by  reference is prepared in
accordance with accounting principles generally accepted in the United States.

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange  Commission,  or Commission,  using a shelf registration
process.  Under the shelf registration  process,  we may sell the common shares,
preferred  shares,  debt  securities,  warrants,  purchase  contracts  and units
described  in this  prospectus  in one or more  offerings  up to a total  dollar
amount of $220,500,000.  In addition,  a selling  shareholder may sell in one or
more offerings  pursuant to this  registration  statement up to 5,000,000 of our
common  shares  that were  previously  acquired in a private  transaction.  This
prospectus  provides you with a general  description  of the  securities we or a
selling  shareholder may offer. Each time we or the selling  shareholder  offers
securities,  we will provide you with a prospectus supplement that will describe
the specific amounts, prices and terms of the offered securities. The prospectus
supplement  may also add,  update or change the  information  contained  in this
prospectus.  You should read carefully  both this  prospectus and any prospectus
supplement, together with the additional information described below.

     This  prospectus  does not  contain  all the  information  provided  in the
registration   statement  that  we  filed  with  the  Commission.   For  further
information about us or the securities  offered hereby, you should refer to that
registration  statement,  which you can obtain from the  Commission as described
below under "Where You Can Find More Information."



                               PROSPECTUS SUMMARY

     This section  summarizes some of the information that is contained later in
this  prospectus  or in other  documents  incorporated  by  reference  into this
prospectus.  As an investor or prospective investor, you should review carefully
the risk factors and the more  detailed  information  that appears later in this
prospectus or is contained in the  documents  that we  incorporate  by reference
into this prospectus.

Our Company

     Eagle Bulk Shipping Inc., or the Company, is incorporated under the laws of
the Republic of the Marshall Islands and  headquartered in New York City. We are
engaged  primarily  in the ocean  transportation  of a broad  range of major and
minor bulk cargoes,  including iron ore,  coal,  grain,  cement and  fertilizer,
along worldwide  shipping routes. As of August 29, 2006, we owned and operated a
modern  fleet of 16  oceangoing  vessels  with a combined  carrying  capacity of
796,663 deadweight tons, or dwt, and an average age of 5.5 years.

     We are the largest U.S. based owner of Handymax dry bulk vessels.  Handymax
dry bulk  vessels  range in size from  35,000 to  60,000  dwt.  Twelve of the 16
vessels in our operating fleet are classed as Supramax dry bulk vessels, a class
of Handymax dry bulk vessels  which range in size from 50,000 dwt to 60,000 dwt.
These  vessels  have the cargo  loading and  unloading  flexibility  of on-board
cranes while offering cargo carrying capacities  approaching that of Panamax dry
bulk  vessels,  which  range in size from 60,000 to 100,000 dwt and must rely on
port  facilities  to load and offload their  cargoes.  We believe that the cargo
handling  flexibility and cargo carrying  capacity of the Supramax class vessels
make them attractive to charterers.

     We carry out the commercial  and strategic  management of our fleet through
our wholly owned subsidiary,  Eagle Shipping International (USA) LLC, a Marshall
Islands limited  liability company that was formed in January 2005 and maintains
its principle  executive  offices in New York City. Each of our vessels is owned
by us  through a  separate  wholly  owned  Marshall  Islands  limited  liability
company.  We maintain our principal executive offices at 477 Madison Avenue, New
York, New York 10022.  Our telephone  number at that address is (212)  785-2500.
Our website address is www.eagleships.com.  Information contained on our website
does not constitute part of this annual report.

Our Fleet

     The following table presents certain information concerning our fleet as of
August 29, 2006.

                                                                      Daily Time
                   Delivered                                          Charter
Vessel             to Charterer        Time Charter Expiration (1)    Hire Rate
- ------             ------------        ---------------------------    ---------

Cardinal           April 19, 2005      March 2007 to June 2007          $26,500
Condor             April 30, 2005      November 2006 to March 2007      $24,000
Falcon             April 22, 2005      February 2008 to June 2008       $20,950
Griffon            February 17, 2006   January 2007 to February 2007    $13,550
Harrier            April 21, 2005      March 2007 to June 2007          $23,750
Hawk I             April 28, 2005      March 2007 to June 2007          $23,750
Kite (2)           April 17, 2006      March 2007 to May 2007           $14,750
Osprey I  (3)      September 1, 2005   May 2008 to September 2008       $21,000
Peregrine (4)      July 1, 2005        October 2006 to January 2007     $24,000
Shikra (5)         April 30, 2005      August 2006 to November 2006     $22,000
Sparrow            July 20, 2005       November 2006 to Feb 2007        $22,500
Merlin             October 26, 2005    October 2007 to December 2007    $24,000
Heron              December 11, 2005   December 2007 to February 2008   $24,000
Kestrel I (6)      July 1, 2006        December 2007 to April 2008      $18,750
Tern (7)           July 3, 2006        December 2007 to April 2008      $19,000
Jaeger             July 7, 2006        April 2007 to June 2007          $18,550

- ----------
(1)  The date range  provided  represents  the earliest and latest date on which
     the charterer may redeliver the vessel to the Company upon the  termination
     of the charter.

(2)  The initial charter on the KITE at a daily charter rate of $25,000 ended in
     April 2006.

(3)  The charterer of the OSPREY I has an option to extend the charter period by
     up to 26 months at a daily time charter rate of $25,000.

(4)  Upon conclusion of the current charter,  the PEREGRINE commences a new time
     charter at $20,500 per day for 24 to 26 months.

(5)  Upon  conclusion of the current  charter,  the SHIKRA  commences a new time
     charter at $14,800 per day for 11 to 13 months.

(6)  The  charterer of the KESTREL I has an option to extend the charter  period
     by 11 to 13 months at a daily time charter rate of $20,000 per day.

(7)  The charterer of the TERN has an option to extend the charter  period by 11
     to 13 months at a daily time charter rate of $20,500 per day.

The Securities

     We may use this prospectus to offer up to $220,500,000 of:

     o    common shares;

     o    preferred shares;

     o    debt  securities,  which  may be  guaranteed  by one  or  more  of our
          subsidiaries;

     o    warrants;

     o    purchase contracts; and

     o    units.

     We may also offer securities of the types listed above that are convertible
or exchangeable into one or more of the securities listed above.

     In  addition,  a  selling  shareholder  may  sell in one or more  offerings
pursuant to this  registration  statement up to  5,000,000 of our common  shares
that were previously acquired in private  transactions.  We will not receive any
of its  proceeds  from  the  sale  of our  common  shares  sold  by the  selling
shareholder.

     A prospectus supplement will describe the specific types, amounts,  prices,
and detailed terms of any of these  securities that we or a selling  shareholder
may offer and may describe  certain risks  associated  with an investment in the
securities.  Terms  used in the  prospectus  supplement  will have the  meanings
described in this prospectus, unless otherwise specified.

                                  RISK FACTORS

     We have  identified  a number of risk  factors  which you  should  consider
before buying shares of our common  shares or our other  securities.  These risk
factors are incorporated by reference into this registration  statement from the
Company's  Form 10-K  filed on March 16,  2006.  Please  see  "Incorporation  of
Certain Documents by Reference." In addition, you should also consider carefully
the  risks  set  forth  under  the  heading  "Risk  Factors"  in any  prospectus
supplement before investing in any of the securities offered by this prospectus.
The occurrence of one or more of those risk factors could  adversely  impact our
results of operations or financial condition.

                                 USE OF PROCEEDS

     Unless we specify otherwise in any prospectus supplement,  we intend to use
the net proceeds from the sale of securities  offered by this prospectus to make
vessel  acquisitions  and for capital  expenditures,  repayment of indebtedness,
working capital, and general corporate purposes.  We will not receive any of the
proceeds from the sale of our common shares by the selling shareholder.

                           FORWARD LOOKING STATEMENTS

     Matters  discussed  in  this  prospectus  may  constitute   forward-looking
statements. Forward-looking statements reflect our current views with respect to
future events and financial  performance and may 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  forward-looking  statements in this prospectus are based
upon  various  assumptions,  many of which  are  based,  in turn,  upon  further
assumptions,   including  without   limitation,   management's   examination  of
historical  operating  trends,  data  contained  in our  records  and other data
available  from third parties.  Although Eagle Bulk Shipping Inc.  believes that
these  assumptions  were  reasonable  when made,  because these  assumptions are
inherently  subject to significant  uncertainties  and  contingencies  which are
difficult  or  impossible  to predict  and are beyond  our  control,  Eagle Bulk
Shipping  Inc.  cannot  assure  you that it will  achieve  or  accomplish  these
expectations, beliefs or projections.

     Important  factors that, in our 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
changes in  charterhire  rates and  vessel  values,  changes in demand  that may
affect  attitudes of time  charterers to scheduled and  unscheduled  drydocking,
changes in our vessel operating  expenses,  including  dry-docking and insurance
costs, or actions taken by regulatory authorities, ability of our counterparties
to perform their  obligations  under sales agreements and charter contracts on a
timely  basis,   potential  liability  from  future  litigation,   domestic  and
international political conditions,  potential disruption of shipping routes due
to accidents and political events or acts by terrorists.

     Risks and  uncertainties  are further  described in reports  filed by Eagle
Bulk Shipping Inc. with the Commission.





                       RATIO OF EARNINGS TO FIXED CHARGES

     The  following  table sets forth our ratio of earnings to fixed charges for
the periods indicated:

                                           Period from
                                         January 26, 2005
                                          (inception) to       Six Months ended
Period                                    December 31, 2005      June 30, 2006
- ------                                    -----------------      -------------

Ratio of earnings to fixed charges             1.9                       5.8





                               SELLING SHAREHOLDER






                                                                                 Number of Shares of
                                                                    Number of        Common Stock        Percentage of Shares of
                                  Shares Beneficially Owned (1)   Shares That    Beneficially Owned        Common Stock to be
                                  -----------------------------      Will Be         Following the       Beneficially Owned After
Name                                  Number        Percentage      Offered           Offering         Completion of the Offering
- ----                                  ------        ----------      -------           --------         --------------------------
                                                                                         
Eagle Ventures LLC (2)              12,425,000          34.61%        5,000,000       7,425,000              20.68%

Kelso Investment Associates VII,
L.P. (2)(3)                         10,134,804          28.23%        4,126,129       6,008,676              16.74%

KEP VI, LLC (2)(3)                  10,134,804          28.23%        4,126,129       6,008,676              16.74%

Frank T. Nickell (2)(3)(4)          10,134,804          28.23%        4,126,129       6,008,676              16.74%

Thomas R. Wall, IV (2)(3)(4)        10,134,804          28.23%        4,126,129       6,008,676              16.74%

George E. Matelich (2)(3)(4)        10,134,804          28.23%        4,126,129       6,008,676              16.74%

Michael B. Goldberg (2)(3)(4)(5)    10,134,804          28.23%        4,126,129       6,008,676              16.74%

David I. Wahrhaftig (2)(3)(4)       10,134,804          28.23%        4,126,129       6,008,676              16.74%

Frank K. Bynum, Jr. (2)(3)(4)       10,134,804          28.23%        4,126,129       6,008,676              16.74%

Philip E. Berney (2)(3)(4)          10,134,804          28.23%        4,126,129       6,008,676              16.74%

Frank J. Loverro (2)(3)(4)(5)       10,134,804          28.23%        4,126,129       6,008,676              16.74%

James J. Connors, II (2)(3)(4)      10,134,804          28.23%        4,126,129       6,008,676              16.74%


- ----------
(1)  Numbers and percentages for Eagle Ventures LLC, KIA VII, KEP VI and Messrs.
     Nickell, Wall, Matelich, Goldberg,  Wahrhaftig,  Bynum, Berney, Loverro and
     Connors are reflective of beneficial ownership of Eagle Ventures LLC common
     interests.

(2)  The business  address for these persons is c/o Kelso & Company,  L.P.,  320
     Park Avenue, 24th Floor, New York, NY 10022.

(3)  Includes  shares of common stock held by: (i) Kelso  Investment  Associates
     VII,  L.P., a Delaware  limited  partnership,  or KIA VII, and (ii) KEP VI,
     LLC,  or KEP  VI.  KIA VII and KEP VI may be  deemed  to  share  beneficial
     ownership of shares of common stock owned of record by Eagle  Ventures LLC,
     by virtue of their  ownership  interests in Eagle Ventures LLC. KIA VII and
     KEP VI, due to their common control,  could be deemed to  beneficially  own
     each of the other's shares.  Shares and percentages indicated represent the
     upper limit of the  expected  ownership of our equity  securities  by these
     persons and entities.  Each of KIA VII and KEP VI disclaim such  beneficial
     ownership.

(4)  Messrs.  Nickell,  Wall,  Matelich,  Goldberg,  Wahrhaftig,  Bynum, Berney,
     Loverro and Connors may be deemed to share  beneficial  ownership of shares
     of common stock owned of record by Eagle  Ventures  LLC, by virtue of their
     status as managing  members of KEP VI and of Kelso GP VII,  LLC, a Delaware
     limited liability  company,  the principal  business of which is serving as
     the general partner of Kelso GP VII, L.P., a Delaware limited  partnership,
     the  principal  business of which is serving as the general  partner of KIA
     VII. Each of Messrs. Nickell, Wall, Matelich, Goldberg,  Wahrhaftig, Bynum,
     Berney,  Loverro and Connors share investment and voting power with respect
     to the  ownership  interests  owned  by KIA  VII  and  KEP VI but  disclaim
     beneficial ownership of such interests.

(5)  Member of our board of directors





                              PLAN OF DISTRIBUTION

     We may sell or distribute  the securities  included in this  prospectus and
the selling shareholder may sell our common shares through underwriters, through
agents, to dealers, in private transactions,  at market prices prevailing at the
time  of  sale,  at  prices  related  to the  prevailing  market  prices,  or at
negotiated prices.

     In  addition,  we or the  selling  shareholder  may sell some or all of the
securities included in this prospectus through:

     o    a block  trade in which a  broker-dealer  may  resell a portion of the
          block, as principal, in order to facilitate the transaction;

     o    purchases  by  a  broker-dealer,  as  principal,  and  resale  by  the
          broker-dealer for its account; or

     o    ordinary  brokerage  transactions  and  transactions in which a broker
          solicits purchasers.

     In addition,  we or the selling  shareholder may enter into option or other
types of  transactions  that  require us or them to deliver  common  shares to a
broker-dealer,  who will then resell or transfer  the common  shares  under this
prospectus.  We  may  enter  into  hedging  transactions  with  respect  to  our
securities. For example, we may:

     o    enter into transactions  involving short sales of the common shares by
          broker-dealers;

     o    sell common  shares short  themselves  and deliver the shares to close
          out short positions;

     o    enter into option or other types of  transactions  that  require us to
          deliver  common  shares to a  broker-dealer,  who will then  resell or
          transfer the common shares under this prospectus; or

     o    loan or pledge the common shares to a broker-dealer,  who may sell the
          loaned shares or, in the event of default, sell the pledged shares.

     We may enter  into  derivative  transactions  with third  parties,  or sell
securities  not  covered  by this  prospectus  to  third  parties  in  privately
negotiated  transactions.  If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement,  including in short
sale  transactions.  If so, the third party may use securities  pledged by us or
borrowed  from us or others to settle  those  sales or to close out any  related
open borrowings of stock, and may use securities  received from us in settlement
of those  derivatives  to close out any related open  borrowings  of stock.  The
third  party  in such  sale  transactions  will be an  underwriter  and,  if not
identified in this prospectus,  will be identified in the applicable  prospectus
supplement (or a post-effective  amendment).  In addition, we may otherwise loan
or pledge  securities  to a financial  institution  or other third party that in
turn may  sell the  securities  short  using  this  prospectus.  Such  financial
institution  or other third party may transfer its  economic  short  position to
investors in our securities or in connection with a concurrent offering of other
securities.

     Any broker-dealers or other persons acting on our behalf or the behalf of a
selling  shareholder that participates  with us or a selling  shareholder in the
distribution  of the  securities  may  be  deemed  to be  underwriters  and  any
commissions  received or profit realized by them on the resale of the securities
may be deemed to be underwriting  discounts and commissions under the Securities
Act of  1933,  as  amended,  or the  Securities  Act.  As of the  date  of  this
prospectus,  we are not a party to any agreement,  arrangement or  understanding
between  any  broker or dealer  and us with  respect to the offer or sale of the
securities pursuant to this prospectus.

     At the time that any  particular  offering of  securities  is made,  to the
extent  required  by  the  Securities  Act,  a  prospectus  supplement  will  be
distributed,  setting forth the terms of the  offering,  including the aggregate
number of securities  being offered,  the purchase price of the securities,  the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts,  commissions and other items constituting compensation
from us and any discounts,  commissions  or concessions  allowed or reallowed or
paid to dealers.

     Underwriters   or  agents   could  make  sales  in   privately   negotiated
transactions and/or any other method permitted by law, including sales deemed to
be an "at the  market"  offering  as defined in Rule 415  promulgated  under the
Securities  Act,  which  includes  sales made  directly on or through the Nasdaq
Global Select Market,  the existing  trading  market for our common  shares,  or
sales made to or through a market maker other than on an exchange.

     We will bear costs relating to all of the securities being registered under
this Registration Statement.

     Pursuant  to a  requirement  by  the  National  Association  of  Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent  broker/dealer  may not be greater than eight percent
(8%) of the gross proceeds  received by us for the sale of any securities  being
registered  pursuant  to SEC Rule  415  under  the  Securities  Act of 1933,  as
amended.

                          DESCRIPTION OF CAPITAL STOCK

     Our   description   of  capital  stock  can  be  found  under  the  heading
"Description of Capital Stock" in our registration  statement on Form 8-A, (File
No. 000-51366) as amended, filed with the SEC on June 20, 2005.

                         DESCRIPTION OF PREFERRED SHARES

     The material terms of any series of preferred stock that we offer through a
prospectus supplement will be described in that prospectus supplement.

     Subject to shareholder  approval,  the board of directors has the authority
to issue  preferred  shares in one or more series and to  determine  the rights,
preferences and  restrictions,  with respect to, among other things,  dividends,
conversion,   voting,   redemption,   liquidation   and  the  number  of  shares
constituting any series. The issuance of preferred shares may have the effect of
delaying,  deferring or  preventing  a change in control of the Company  without
further action by the shareholders. The issuance of preferred shares with voting
and  conversion  rights may adversely  affect the voting power of the holders of
common shares.

                             DESCRIPTION OF WARRANTS

     We may  issue  warrants  to  purchase  our  debt or  equity  securities  or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities,  currencies,  securities  or  indices,  or any  combination  of the
foregoing.  Warrants  may be issued  independently  or  together  with any other
securities  and may be attached  to, or separate  from,  such  securities.  Each
series of  warrants  will be issued  under a separate  warrant  agreement  to be
entered  into  between us and a warrant  agent.  The terms of any warrants to be
issued and a description of the material  provisions of the  applicable  warrant
agreement will be set forth in the applicable prospectus supplement.

     The applicable  prospectus  supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:

     o    the title of such warrants;

     o    the aggregate number of such warrants;

     o    the price or prices at which such warrants will be issued;

     o    the currency or  currencies,  in which the price of such warrants will
          be payable;

     o    the securities or other rights, including rights to receive payment in
          cash or  securities  based on the value,  rate or price of one or more
          specified  commodities,  currencies,  securities  or  indices,  or any
          combination  of the  foregoing,  purchasable  upon  exercise  of  such
          warrants;

     o    the  price at which  and the  currency  or  currencies,  in which  the
          securities or other rights  purchasable upon exercise of such warrants
          may be purchased;

     o    the date on which the right to exercise such warrants  shall  commence
          and the date on which such right shall expire;

     o    if  applicable,  the minimum or maximum  amount of such warrants which
          may be exercised at any one time;

     o    if applicable,  the designation and terms of the securities with which
          such warrants are issued and the number of such  warrants  issued with
          each such security;

     o    if  applicable,  the date on and after  which  such  warrants  and the
          related securities will be separately transferable;

     o    information with respect to book-entry procedures, if any;

     o    if  applicable,  a discussion of any material  United  States  Federal
          income tax considerations; and

     o    any other terms of such  warrants,  including  terms,  procedures  and
          limitations relating to the exchange and exercise of such warrants.


                         DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities from time to time in one or more series, under
one or more  indentures,  each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a  subordinated  indenture,  respectively,  in each case  between us and the
trustee  named  in the  indenture.  These  indentures  will be filed  either  as
exhibits  to  an  amendment  to  this  Registration  Statement  or a  prospectus
supplement,  or as an exhibit to a Securities  Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a  prospectus  supplement.  We will  refer to any or all of these  reports as
"subsequent  filings." The senior indenture and the subordinated  indenture,  as
amended  or  supplemented   from  time  to  time,  are  sometimes   referred  to
individually  as an  "indenture"  and  collectively  as the  "indentures."  Each
indenture  will be subject  to and  governed  by the Trust  Indenture  Act.  The
aggregate  principal  amount of debt  securities  which may be issued under each
indenture  will be unlimited and each  indenture will contain the specific terms
of any series of debt  securities  or provide that those terms must be set forth
in or  determined  pursuant  to, an  authorizing  resolution,  as defined in the
applicable  prospectus  supplement,  and/or a  supplemental  indenture,  if any,
relating to such series.

     Certain of our  subsidiaries  may guarantee  the debt  securities we offer.
Those  guarantees  may or may not be secured by liens,  mortgages,  and security
interests in the assets of those  subsidiaries.  The terms and conditions of any
such subsidiary  guarantees,  and a description of any such liens,  mortgages or
security  interests,  will be set forth in the prospectus  supplement  that will
accompany this prospectus.

     Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions,  are not complete and are subject to,
and are qualified in their  entirety by reference  to, all of the  provisions of
the   applicable   indenture  and  any  applicable   U.S.   federal  income  tax
consideration  as well as any  applicable  modifications  of or additions to the
general  terms  described  below  in the  applicable  prospectus  supplement  or
supplemental indenture.

General

     Neither indenture limits the amount of debt securities which may be issued,
and each  indenture  provides  that  debt  securities  may be  issued  up to the
aggregate  principal amount from time to time. The debt securities may be issued
in one or more series.  The senior debt  securities  will be unsecured  and will
rank  on  a  parity  with  all  of  our  other   unsecured  and   unsubordinated
indebtedness.  Each series of subordinated debt securities will be unsecured and
subordinated  to all present and future senior  indebtedness  of debt securities
will be described in an accompanying prospectus supplement.

     You should read the subsequent filings relating to the particular series of
debt securities for the following terms of the offered debt securities:

     o    the   designation,   aggregate   principal   amount   and   authorized
          denominations;

     o    the issue price,  expressed as a percentage of the aggregate principal
          amount;

     o    the maturity date;

     o    the interest rate per annum, if any;

     o    if the offered debt securities provide for interest payments, the date
          from which  interest will accrue,  the dates on which interest will be
          payable,  the date on which  payment of interest will commence and the
          regular record dates for interest payment dates;

     o    any optional or mandatory  sinking fund  provisions  or  conversion or
          exchangeability provisions;

     o    the  date,  if any,  after  which and the price or prices at which the
          offered  debt  securities  may  be  optionally  redeemed  or  must  be
          mandatorily redeemed and any other terms and provisions of optional or
          mandatory redemptions;

     o    if other  than  denominations  of  $1,000  and any  integral  multiple
          thereof,  the  denominations  in which offered debt  securities of the
          series will be issuable;

     o    if other than the full principal amount,  the portion of the principal
          amount of offered debt  securities of the series which will be payable
          upon acceleration or provable in bankruptcy;

     o    any events of default not set forth in this prospectus;

     o    the currency or currencies,  including composite currencies,  in which
          principal,  premium and  interest  will be payable,  if other than the
          currency of the United States of America;

     o    if  principal,  premium or interest is payable,  at our election or at
          the election of any holder, in a currency other than that in which the
          offered debt  securities  of the series are stated to be payable,  the
          period or periods  within  which,  and the terms and  conditions  upon
          which, the election may be made;

     o    whether  interest will be payable in cash or additional  securities at
          our or the holder's option and the terms and conditions upon which the
          election may be made;

     o    if denominated in a currency or currencies  other than the currency of
          the United States of America,  the equivalent price in the currency of
          the United  States of America for purposes of  determining  the voting
          rights of  holders  of those  debt  securities  under  the  applicable
          indenture;

     o    if the amount of payments  of  principal,  premium or interest  may be
          determined  with reference to an index,  formula or other method based
          on a coin or  currency  other  than  that in which  the  offered  debt
          securities of the series are stated to be payable, the manner in which
          the amounts will be determined;

     o    any  restrictive  covenants or other  material  terms  relating to the
          offered  debt  securities,  which  may not be  inconsistent  with  the
          applicable indenture;

     o    whether  the  offered  debt  securities  will be issued in the form of
          global securities or certificates in registered or bearer form;

     o    any terms with respect to subordination;

     o    any listing on any securities exchange or quotation system;

     o    additional provisions,  if any, related to defeasance and discharge of
          the offered debt securities;

     o    the applicability of any guarantees;

     o    amount of discount or premium, if any, with which such securities will
          be issued; and

     o    additional terms not inconsistent with the terms of the indenture.

     Unless  otherwise  indicated  in  subsequent  filings  with the  Commission
relating to the indenture,  principal,  premium and interest will be payable and
the debt  securities  will be  transferable at the corporate trust office of the
applicable  trustee.  Unless  other  arrangements  are  made  or  set  forth  in
subsequent filings or a supplemental indenture,  principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.

     Unless otherwise  indicated in subsequent filings with the Commission,  the
debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the debt securities,  but we may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in connection with these debt securities.

     Some  or all of the  debt  securities  may be  issued  as  discounted  debt
securities,  bearing  no  interest  or  interest  at a rate which at the time of
issuance is below market rates,  to be sold at a substantial  discount below the
stated  principal  amount.  United States federal income  consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those securities.

     We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.

Senior Debt

     We will issue senior debt securities under the senior debt indenture. These
senior debt  securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.

Subordinated Debt

     We will issue  subordinated  debt securities  under the  subordinated  debt
indenture.  Subordinated  debt  will  rank  subordinate  and  junior in right of
payment, to the extent set forth in the subordinated debt indenture,  to all our
senior debt (both secured and unsecured).

     In general,  the  holders of all senior debt are first  entitled to receive
payment of the full  amount  unpaid on senior  debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.

     If we default in the payment of any  principal  of, or premium,  if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.

     If there  is any  insolvency,  bankruptcy,  liquidation  or  other  similar
proceeding relating to us or our property,  then all senior debt must be paid in
full  before  any  payment  may be  made to any  holders  of  subordinated  debt
securities.

     Furthermore,  if we default in the payment of the  principal of and accrued
interest on any  subordinated  debt  securities that is declared due and payable
upon an event of default under the subordinated  debt indenture,  holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.

     Senior debt means:

     o    the principal,  premium,  if any, interest and any other amounts owing
          in respect of our  indebtedness  for money  borrowed and  indebtedness
          evidenced by  securities,  notes,  debentures,  bonds or other similar
          instruments  issued by us,  including  the senior debt  securities  or
          letters of credit;

     o    all capitalized lease obligations;

     o    all hedging obligations;

     o    all obligations  representing the deferred purchase price of property;
          and

     o    all deferrals,  renewals,  extensions and refundings of obligations of
          the type referred to above;

     o    but senior debt does not include:

     o    subordinated debt securities; and

     o    any indebtedness  that by its terms is subordinated to, or ranks on an
          equal basis with, our subordinated debt securities.

Covenants

     Any series of offered debt  securities may have covenants in addition to or
differing  from  those  included  in the  applicable  indenture  which  will  be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:

     o    the  ability  of us or our  subsidiaries  to incur  either  secured or
          unsecured debt, or both;

     o    the  ability  to make  certain  payments,  dividends,  redemptions  or
          repurchases;

     o    our  ability  to  create  dividend  and  other  payment   restrictions
          affecting our subsidiaries;

     o    our ability to make investments;

     o    mergers and consolidations by us or our subsidiaries;

     o    sales of assets by us;

     o    our ability to enter into transactions with affiliates;

     o    our ability to incur liens; and

     o    sale and leaseback transactions.

Modification of the Indentures

     Each indenture and the rights of the respective  holders may be modified by
us only with the  consent of holders  of not less than a majority  in  aggregate
principal  amount of the  outstanding  debt  securities  of all series under the
respective  indenture  affected by the modification,  taken together as a class.
But no modification that:

     (1)  changes the amount of  securities  whose  holders  must  consent to an
          amendment, supplement or waiver;

     (2)  reduces  the  rate of or  changes  the  interest  payment  time on any
          security  or  alters  its  redemption   provisions   (other  than  any
          alteration  to any such Section which would not  materially  adversely
          affect the legal  rights of any  holder  under the  indenture)  or the
          price at which we are required to offer to purchase the securities;

     (3)  reduces  the  principal  or changes the  maturity  of any  security or
          reduce the amount of, or postpone  the date fixed for,  the payment of
          any sinking fund or analogous obligation;

     (4)  waives a default or event of default in the  payment of the  principal
          of or  interest,  if any,  on any  security  (except a  rescission  of
          acceleration  of the  securities  of any  series by the  holders of at
          least a majority in principal amount of the outstanding  securities of
          that series and a waiver of the payment  default  that  resulted  from
          such acceleration);

     (5)  makes the principal of or interest, if any, on any security payable in
          any currency other than that stated in the Security;

     (6)  makes any change with respect to holders' rights to receive  principal
          and  interest,  the terms  pursuant to which  defaults  can be waived,
          certain    modifications    affecting    shareholders    or    certain
          currency-related issues; or

     (7)  waives a redemption payment with respect to any Security or change any
          of the  provisions  with respect to the  redemption of any  securities
          will be effective against any holder without his consent. In addition,
          other terms as specified in subsequent filings may be modified without
          the consent of the holders.

Events of Default

     Each indenture  defines an event of default for the debt  securities of any
series as being any one of the following events:

     o    default in any payment of  interest  when due which  continues  for 30
          days;

     o    default in any payment of principal or premium when due;

     o    default in the deposit of any sinking fund payment when due;

     o    default in the  performance of any covenant in the debt  securities or
          the applicable  indenture which continues for 60 days after we receive
          notice of the default;

     o    default  under  a  bond,   debenture,   note  or  other   evidence  of
          indebtedness  for  borrowed  money by us or our  subsidiaries  (to the
          extent  we are  directly  responsible  or  liable  therefor)  having a
          principal  amount  in  excess  of a  minimum  amount  set forth in the
          applicable subsequent filing,  whether such indebtedness now exists or
          is  hereafter  created,  which  default  shall have  resulted  in such
          indebtedness  becoming or being  declared due and payable prior to the
          date on which it would otherwise have become due and payable,  without
          such acceleration having been rescinded or annulled or cured within 30
          days after we receive notice of the default; and

     o    events of bankruptcy, insolvency or reorganization.

     An event of default of one series of debt  securities  does not necessarily
constitute  an event  of  default  with  respect  to any  other  series  of debt
securities.

     There may be such other or  different  events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.

     In case an event of default occurs and continues for the debt securities of
any  series,  the  applicable  trustee  or the  holders  of not less than 25% in
aggregate  principal  amount of the debt  securities  then  outstanding  of that
series may declare  the  principal  and accrued but unpaid  interest of the debt
securities  of that series to be due and  payable.  Any event of default for the
debt  securities of any series which has been cured may be waived by the holders
of a majority  in  aggregate  principal  amount of the debt  securities  of that
series then outstanding.

     Each  indenture  requires us to file  annually  after debt  securities  are
issued under that  indenture  with the  applicable  trustee a written  statement
signed by two of our officers as to the absence of material  defaults  under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the  holders to do so,  except  notice of a default in payment of  principal,
premium or interest.

     Subject to the duties of the trustee in case an event of default occurs and
continues,  each  indenture  provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request,  order
or  direction  of  holders  unless  the  holders  have  offered  to the  trustee
reasonable  indemnity.  Subject to these provisions for  indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal  amount of the debt securities of any series then outstanding have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the trustee or exercising  any trust or power  conferred on
the trustee as long as the exercise of that right does not conflict with any law
or the indenture.

Defeasance and Discharge

     The terms of each  indenture  provide us with the  option to be  discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the  deposit  with  the  trustee,  in  trust,  of money or U.S.  government
obligations,  or both,  which  through the payment of interest and  principal in
accordance  with their terms will provide  money in an amount  sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt  securities on the stated  maturity of the
payments in accordance  with the terms of the debt  securities and the indenture
governing the debt securities.  This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal  Revenue  Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our  obligations to register the transfer or exchange of debt
securities,  to replace stolen,  lost or mutilated debt securities,  to maintain
paying agencies and hold moneys for payment in trust.

Defeasance of Certain Covenants

     The  terms  of the  debt  securities  provide  us with  the  right  to omit
complying  with  specified  covenants  and  that  specified  events  of  default
described  in a  subsequent  filing will not apply.  In order to  exercise  this
right, we will be required to deposit with the trustee money or U.S.  government
obligations,  or both,  which through the payment of interest and principal will
provide money in an amount  sufficient to pay  principal,  premium,  if any, and
interest on, and any  mandatory  sinking  fund  payments in respect of, the debt
securities on the stated  maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be  required  to deliver to the trustee an opinion of counsel to the effect
that we have received  from, or there has been published by, the IRS a ruling to
the effect that the deposit and related  covenant  defeasance will not cause the
holders of such series to recognize income,  gain or loss for federal income tax
purposes.

     A subsequent  filing may further  describe the  provisions,  if any, of any
particular series of offered debt securities permitting a discharge defeasance.

Subsidiary Guarantees

     Certain of our  subsidiaries may guarantee the debt securities we offer. In
that case,  the terms and conditions of the  subsidiary  guarantees  will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus  supplement,  if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior  indebtedness,
then the subsidiary  guarantees will be subordinated to the senior  indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.

Global Securities

     The debt  securities  of a series  may be issued in whole or in part in the
form of one or more global  securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository.  In such a case, one
or more  global  securities  will  be  issued  in a  denomination  or  aggregate
denominations  equal  to  the  portion  of the  aggregate  principal  amount  of
outstanding  debt  securities  of the  series to be  represented  by the  global
security or securities. Unless and until it is exchanged in whole or in part for
debt  securities in definitive  certificated  form, a global security may not be
transferred  except as a whole by the  depository  for the global  security to a
nominee of the depository or by a nominee of the depository to the depository or
another  nominee of the  depository  or by the  depository  or any  nominee to a
successor  depository  for that series or a nominee of the successor  depository
and except in the circumstances described in an applicable subsequent filing.

     We  expect  that  the  following   provisions   will  apply  to  depository
arrangements for any portion of a series of debt securities to be represented by
a  global  security.  Any  additional  or  different  terms  of  the  depository
arrangement will be described in an applicable subsequent filing.

     Upon the  issuance of any global  security,  and the deposit of that global
security  with or on behalf  of the  depository  for the  global  security,  the
depository will credit, on its book-entry  registration and transfer system, the
principal amounts of the debt securities  represented by that global security to
the accounts of  institutions  that have  accounts  with the  depository  or its
nominee.  The accounts to be credited will be designated by the  underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities  are  offered  and  sold  directly  by us.  Ownership  of  beneficial
interests in a global security will be limited to participating  institutions or
persons  that  may  hold  interest  through  such  participating   institutions.
Ownership of beneficial  interests by  participating  institutions in the global
security will be shown on, and the transfer of the beneficial  interests will be
effected  only through,  records  maintained  by the  depository  for the global
security or by its  nominee.  Ownership  of  beneficial  interests in the global
security by persons that hold through  participating  institutions will be shown
on, and the  transfer  of the  beneficial  interests  within  the  participating
institutions  will  be  effected  only  through,  records  maintained  by  those
participating  institutions.  The laws of some  jurisdictions  may require  that
purchasers  of  securities   take  physical   delivery  of  the   securities  in
certificated  form.  The  foregoing  limitations  and such laws may  impair  the
ability to transfer beneficial interests in the global securities.

     So long as the depository  for a global  security,  or its nominee,  is the
registered owner of that global security,  the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt  securities
represented  by the  global  security  for all  purposes  under  the  applicable
indenture.  Unless otherwise  specified in an applicable  subsequent  filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt  securities of the series  represented  by the
global  security  registered in their names,  will not receive or be entitled to
receive physical  delivery of debt securities of the series in certificated form
and will not be  considered  the  holders  thereof  for any  purposes  under the
indenture.  Accordingly,  each person owning a beneficial interest in the global
security must rely on the  procedures of the  depository  and, if such person is
not  a  participating  institution,  on  the  procedures  of  the  participating
institution  through which the person owns its interest,  to exercise any rights
of a holder under the indenture.

     The  depository  may grant  proxies and otherwise  authorize  participating
institutions  to give or take any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other  action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices,  if we request  any  action of  holders or any owner of a  beneficial
interest in the global security  desires to give any notice or take any action a
holder  is  entitled  to  give or  take  under  the  applicable  indenture,  the
depository would authorize the participating  institutions to give the notice or
take the action,  and  participating  institutions  would  authorize  beneficial
owners owning through such participating institutions to give the notice or take
the action or would  otherwise act upon the  instructions  of beneficial  owners
owning through them.

     Unless otherwise specified in an applicable subsequent filings, payments of
principal,  premium  and  interest  on debt  securities  represented  by  global
security  registered  in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.

     We expect that the  depository  for any debt  securities  represented  by a
global security, upon receipt of any payment of principal,  premium or interest,
will  credit  participating  institutions'  accounts  with  payments  in amounts
proportionate to their respective  beneficial  interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global  security  held  through  those  participating  institutions  will be
governed by standing  instructions and customary  practices,  as is now the case
with the  securities  held for the  accounts of customers  registered  in street
names, and will be the responsibility of those participating institutions.  None
of us,  the  trustees  or any  agent  of  ours or the  trustees  will  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments made on account of beneficial  interests in a global  security,  or for
maintaining,  supervising or reviewing any records  relating to those beneficial
interests.

     Unless otherwise  specified in the applicable  subsequent filings, a global
security of any series will be exchangeable for certificated  debt securities of
the same series only if:

     o    the  depository  for such  global  securities  notifies  us that it is
          unwilling  or unable to  continue  as  depository  or such  depository
          ceases to be a clearing agency  registered under the Exchange Act and,
          in either case, a successor  depository  is not appointed by us within
          90  days  after  we  receive  the  notice  or  become   aware  of  the
          ineligibility;

     o    we in our sole discretion  determine that the global  securities shall
          be exchangeable for certificated debt securities; or

     o    there shall have  occurred and be continuing an event of default under
          the applicable  indenture with respect to the debt  securities of that
          series.

     Upon any exchange, owners of beneficial interests in the global security or
securities  will be entitled to physical  delivery of individual debt securities
in certificated  form of like tenor and terms equal in principal amount to their
beneficial  interests,  and to have the debt  securities  in  certificated  form
registered in the names of the beneficial owners, which names are expected to be
provided  by  the  depository's  relevant  participating   institutions  to  the
applicable trustee.

     In the event that the Depository Trust Company,  or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully  registered  securities  registered  in the  name  of  Cede  & Co.,  DTC's
partnership nominee.

     DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking  organization" within the meaning of the New York Banking Law, a
member of the  Federal  Reserve  System,  a  "clearing  corporation"  within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the  provisions  of Section 17A of the Exchange Act. DTC
holds securities that its participating  institutions deposit with DTC. DTC also
facilitates  the  settlement  among  participating  institutions  of  securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic  computerized  book-entry  changes  in  participating   institutions'
accounts,  thereby  eliminating  the need for  physical  movement of  securities
certificates.  Direct participating  institutions include securities brokers and
dealers, banks, trust companies,  clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange,  Inc., the American Stock  Exchange,  Inc. and the National
Association  of  Securities  Dealers,  Inc.  Access  to the DTC  system  is also
available to others,  such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial  relationship with a direct
participating  institution,  either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.

     To facilitate subsequent  transfers,  the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their  registration  in the name of Cede & Co.  will effect no change in
beneficial  ownership.  DTC has no knowledge of the actual  beneficial owners of
the debt  securities.  DTC's  records  reflect  only the  identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating  institutions  remain
responsible for keeping account of their holdings on behalf of their customers.

     Delivery of notices and other communications by DTC to direct participating
institutions,  by direct  participating  institutions to indirect  participating
institutions,   and  by   direct   participating   institutions   and   indirect
participating  institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory  requirements
as may be in effect.

     Neither  DTC nor Cede & Co.  consents  or votes  with  respect  to the debt
securities.  Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s  consenting or
voting rights to those direct  participating  institution  to whose accounts the
debt securities are credited on the record date.

     If applicable,  redemption notices shall be sent to Cede & Co. If less than
all of the debt  securities of a series  represented  by global  securities  are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.

     To the extent that any debt securities  provide for repayment or repurchase
at the option of the holders  thereof,  a beneficial  owner shall give notice of
any option to elect to have its  interest in the global  security  repaid by us,
through its  participating  institution,  to the applicable  trustee,  and shall
effect  delivery  of the  interest  in a global  security  by causing the direct
participating  institution  to transfer the direct  participating  institution's
interest in the global  security or securities  representing  the  interest,  on
DTC's records, to the applicable trustee.  The requirement for physical delivery
of debt  securities in connection with a demand for repayment or repurchase will
be  deemed  satisfied  when the  ownership  rights  in the  global  security  or
securities   representing   the  debt   securities  are  transferred  by  direct
participating institutions on DTC's records.

     DTC may discontinue providing its services as securities depository for the
debt  securities  at any time.  Under  such  circumstances,  in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.

     We may  decide to  discontinue  use of the system of  book-entry  transfers
through the securities  depository.  In that event,  debt security  certificates
will be printed and delivered as described above.

The information in this section  concerning DTC and DTC's book-entry  system has
been  obtained  from  sources  that we  believe to be  reliable,  but we take no
responsibility for its accuracy.

                        DESCRIPTION OF PURCHASE CONTRACTS

     We may issue purchase contracts for the purchase or sale of:

     o    debt or equity securities issued by us or securities of third parties,
          a basket of such securities, an index or indices of such securities or
          any combination of the above as specified in the applicable prospectus
          supplement;

     o    currencies; or

     o    commodities.

     Each purchase contract will entitle the holder thereof to purchase or sell,
and  obligate us to sell or  purchase,  on  specified  dates,  such  securities,
currencies or commodities at a specified purchase price, which may be based on a
formula,  all as set  forth in the  applicable  prospectus  supplement.  We may,
however, satisfy our obligations,  if any, with respect to any purchase contract
by delivering the cash value of such purchase  contract or the cash value of the
property  otherwise  deliverable  or,  in the  case  of  purchase  contracts  on
underlying currencies,  by delivering the underlying currencies, as set forth in
the applicable prospectus supplement.  The applicable prospectus supplement will
also  specify  the  methods  by which  the  holders  may  purchase  or sell such
securities,  currencies or commodities  and any  acceleration,  cancellation  or
termination  provisions  or other  provisions  relating to the  settlement  of a
purchase contract.

     The  purchase  contracts  may require us to make  periodic  payments to the
holders thereof or vice versa,  which payments may be deferred to the extent set
forth  in the  applicable  prospectus  supplement,  and  those  payments  may be
unsecured  or prefunded on some basis.  The purchase  contracts  may require the
holders  thereof  to  secure  their  obligations  in a  specified  manner  to be
described  in the  applicable  prospectus  supplement.  Alternatively,  purchase
contracts may require holders to satisfy their  obligations  thereunder when the
purchase  contracts are issued.  Our obligation to settle such pre-paid purchase
contracts  on  the  relevant   settlement  date  may  constitute   indebtedness.
Accordingly,  pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.

                              DESCRIPTION OF UNITS

     As specified in the applicable  prospectus  supplement,  we may issue units
consisting  of  one or  more  purchase  contracts,  warrants,  debt  securities,
preferred  shares,  common shares or any  combination  of such  securities.  The
applicable prospectus supplement will describe:

     o    the terms of the units and of the purchase contracts,  warrants,  debt
          securities,  preferred shares and common shares  comprising the units,
          including   whether  and  under  what   circumstances  the  securities
          comprising the units may be traded separately;

     o    a description of the terms of any unit agreement  governing the units;
          and a  description  of the  provisions  for the  payment,  settlement,
          transfer or exchange or the units.

                                     EXPERTS

     The Company's  consolidated financial statements appearing in the Company's
Annual  Report on Form 10-K for the period ended  December  31, 2005,  have been
audited by Ernst & Young LLP, independent  registered public accounting firm, as
set forth in their report thereon,  included therein, and incorporated herein by
reference.  Such consolidated  financial  statements are incorporated  herein by
reference in reliance  upon such report  given on the  authority of such firm as
experts in accounting and auditing.

                                  LEGAL MATTERS

     The validity of the securities  offered by this  prospectus  will be passed
upon for us by Seward & Kissel LLP,  New York,  New York with respect to matters
of U.S. and Marshall Islands law.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual and  special  reports  within the  Securities  and  Exchange
Commission (the  "Commission").  You may read and copy any document that we file
at the Public Reference Room maintained by the Commission at 100 F Street, N.E.,
Room 1580,  Washington,  D.C. 20549. You may obtain information on the operation
of the Public  Reference  Room by calling 1 (800)  SEC-0330,  and you may obtain
copies at prescribed rates from the Public  Reference  Section of the Commission
at its principal office in Washington,  D.C. 20549.  The Commission  maintains a
website  (http://www.sec.gov)  that  contains  reports,  proxy  and  information
statements and other information  regarding registrants that file electronically
with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Commission allows us to "incorporate by reference"  information that we
file with it. This means that we can disclose  important  information  to you by
referring  you  to  those  filed  documents.  The  information  incorporated  by
reference is considered to be a part of this prospectus, and information that we
file later with the  Commission  prior to the  termination of this offering will
also be considered to be part of this prospectus and will  automatically  update
and supersede previously filed information,  including  information contained in
this  document.  In all cases,  you should  rely on the later  information  over
different information included in this prospectus or the prospectus  supplement.
We  incorporate  by reference the documents  listed below and any future filings
made  with  the  Commission  under  Section  13(a),  13(c),  14 or  15(d) of the
Securities Exchange Act of 1934:

     o    Annual  Report on Form 10-K for the period  ended  December  31, 2005,
          filed with the Commission on March 16, 2006;

     o    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
          and filed with the Commission on May 10, 2006 and our Quarterly Report
          on Form 10-Q for the  quarter  ended June 30,  2006 and filed with the
          Commission and filed on August 10, 2006;

     o    Our  "Description  of Capital  Stock"  contained  in our  registration
          statement on Form 8-A, (File No. 000-51366) as amended, filed with the
          SEC on June 20, 2005;

     o    Our Current  Reports  filed with the  Commission  on January 30, 2006,
          January 31, 2006,  April 18,  2006,  June 23, 2006 (Item 1.01 and Item
          3.02 only), June 29, 2006 (Item 3.02 only), July 25, 2006 and July 31,
          2006 and our Current  Reports on Form 8-K/A filed with the  Commission
          on August 3, 2006 and August 3, 2006; and

     o    All documents we file pursuant to Sections  13(a),  13(c), 14 or 15(d)
          of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
          Act"),  after the date of this Prospectus (if they state that they are
          incorporated  by  reference  into  this  prospectus)  until  we file a
          post-effective   amendment   indicating   that  the  offering  of  the
          securities made by this prospectus has been terminated.

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters  have not,  authorized any other person to provide you
with  different   information.   If  anyone   provides  you  with  different  or
inconsistent  information,  you  should  not  rely on it.  We are  not,  and the
underwriters  are  not,  making  an  offer  to  sell  these  securities  in  any
jurisdiction  where the offer or sale is not  permitted.  You should assume that
the  information  appearing in this prospectus and any  accompanying  prospectus
supplement as well as the  information  we previously  filed with the Commission
and incorporated by reference, is accurate as of the dates on the front cover of
those  documents  only.  Our  business,   financial  condition  and  results  of
operations and prospects may have changed since those dates.

     Notwithstanding the foregoing,  no information is incorporated by reference
in this prospectus or any prospectus  supplement  where such  information  under
applicable  Forms and  regulations  of the SEC is not deemed to be "filed" under
Section 18 of the Securities  Exchange Act of 1934, as amended,  or the Exchange
Act, or otherwise subject to the liabilities of that section, unless we indicate
in the report or filing  containing such  information that the information is to
be  considered  "filed"  under  the  Exchange  Act or is to be  incorporated  by
reference in this  prospectus or any prospectus  supplement.  You may access our
annual report on Form 10-K,  quarterly reports on Form 10-Q,  current reports on
Form 8-K, and  amendments  to those  documents  filed or  furnished  pursuant to
Section  13(a) or 15(d) of the  Exchange  Act with the SEC free of charge at the
SEC's  website  or  our  website  at   www.eagleships.com   soon  as  reasonably
practicable after such material is  electronically  filed with, or furnished to,
the SEC.  The  reference  to our website does not  constitute  incorporation  by
reference  of the  information  contained  in our  website.  We do not  consider
information  contained  on, or that can be accessed  through,  our website to be
part of this prospectus or the related registration statement. You may request a
free  copy  of  the  above  mentioned   filings  or  any  subsequent  filing  we
incorporated by reference to this prospectus by writing or telephoning us at the
following address:

     Eagle Bulk Shipping Inc.
     477 Madison Avenue
     New York, NY 10022
     (212) 785-2500

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     The Business Corporation Act (the "BCA") of the Marshall Islands authorizes
corporations  to limit or  eliminate  the personal  liability  of directors  and
officers  to  corporations  and their  stockholders  for  monetary  damages  for
breaches of directors'  fiduciary  duties.  Our bylaws  include a provision that
eliminates the personal  liability of directors for monetary damages for actions
taken as a director to the fullest extent permitted by law.

     Our Bylaws provide that we must indemnify our directors and officers to the
fullest extent  authorized by law. We are also  expressly  authorized to advance
certain expenses  (including  attorneys' fees and disbursements and court costs)
to our  directors  and  offices and carry  directors'  and  officers'  insurance
providing indemnification for our directors,  officers and certain employees for
some liabilities. We believe that these indemnification provisions and insurance
are useful to attract and retain qualified directors and executive offices.

     The limitation of liability and  indemnification  provisions in our amended
and restated  articles of incorporation  and bylaws may discourage  stockholders
from bringing a lawsuit  against  directors for breach of their  fiduciary duty.
These  provisions  may also  have the  effect  of  reducing  the  likelihood  of
derivative  litigation  against  directors  and  officers,  even  though such an
action,  if successful,  might  otherwise  benefit us and our  stockholders.  In
addition,  your  investment  may be adversely  affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.

     There is currently no pending material  litigation or proceeding  involving
any of our directors, officers or employees for which indemnification is sought

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of each
Registrant pursuant to the foregoing provisions,  or otherwise,  each Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification against such liabilities (other than the payment by a Registrant
of expenses incurred or paid by a director,  officer or controlling  person of a
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being registered,  that Registrant will, unless in the opinion of its
counsel the claim has been settled by controlling  precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.




                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     We estimate the expenses in connection  with the issuance and  distribution
of securities in this offering to be as follows:


SEC Registration Fee...........................................    $32,100
Printing and Engraving Expenses................................    $10,000
Legal Fees and Expenses........................................   $100,000
Accountants' Fees and Expenses.................................    $15,000
Nasdaq Fee.....................................................    $45,000
Transfer Agent's Fees and Expenses.............................    $20,000
Miscellaneous Costs............................................    $75,000
Total..........................................................   $297,100

Item 15.  Indemnification of Directors and Officers.

     The bylaws of the Company  provide  that every  director and officer of the
Company shall be indemnified out of the funds of the Registrant against:

     (1)  all civil  liabilities,  loss,  damage or expense  (including  but not
          limited  to  liabilities  under  contract,  tort  and  statute  or any
          applicable  foreign law or  regulation  and all  reasonable  legal and
          other costs and expenses properly payable) incurred or suffered by him
          as such director or officer  acting in the  reasonable  belief that he
          has been so  appointed or elected  notwithstanding  any defect in such
          appointment or election, provided always that such indemnity shall not
          extend  to any  matter  which  would  render it void  pursuant  to any
          Marshall  Islands  statute  from  time  to time  in  force  concerning
          companies   insofar  as  the  same  applies  to  the  Registrant  (the
          "Companies Acts"); and

     (2)  all  liabilities  incurred  by him as  such  director  or  officer  in
          defending  any  proceedings,  whether  civil  or  criminal,  in  which
          judgment  is given in his favor,  or in which he is  acquitted,  or in
          connection  with any  application  under the  Companies  Acts in which
          relief from liability is granted to him by the court.

     Section 60 of the  Associations Law of the Republic of the Marshall Islands
provides as follows:

     Indemnification of directors and officers.

     (1)  Actions not by or in right of the  corporation.  A  corporation  shall
          have  power  to  indemnify  any  person  who was or is a  party  or is
          threatened to be made a party to any threatened,  pending or completed
          action, suit or proceeding whether civil, criminal,  administrative or
          investigative  (other  than  an  action  by or in  the  right  of  the
          corporation)  by reason of the fact  that he is or was a  director  or
          officer of the corporation, or is or was serving at the request of the
          corporation   as  a  director  or  officer  of  another   corporation,
          partnership,   joint  venture,  trust  or  other  enterprise,  against
          expenses  (including  attorneys' fees),  judgments,  fines and amounts
          paid  in  settlement  actually  and  reasonably  incurred  by  him  in
          connection  with such action,  suit or  proceeding if he acted in good
          faith and in a manner he  reasonably  believed to be in or not opposed
          to the best  interests of the  corporation,  and,  with respect to any
          criminal action or proceeding,  had no reasonable cause to believe his
          conduct  was  unlawful.   The  termination  of  any  action,  suit  or
          proceeding by judgment, order, settlement,  conviction, or upon a plea
          of no  contest,  or its  equivalent,  shall not,  of itself,  create a
          presumption  that the person did not act in good faith and in a manner
          which he  reasonable  believed  to be in or not  opposed  to the bests
          interests of the corporation, and, with respect to any criminal action
          or proceedings,  had reasonable  cause to believe that his conduct was
          unlawful.

     (2)  Actions by or in right of the  corporation.  A corporation  shall have
          the  power  to  indemnify  any  person  who  was or is a  party  or is
          threatened to be made a party to any threatened,  pending or completed
          action  or suit by or in the  right of the  corporation  to  procure a
          judgment  in its  favor  by  reason  of the  fact  that he is or was a
          director  or officer of the  corporation,  or is or was serving at the
          request of the corporation, or is or was serving at the request of the
          corporation   as  a  director  or  officer  of  another   corporation,
          partnership, joint venture, trust or other enterprise against expenses
          (including attorneys' fees) actually and reasonably incurred by him or
          in connection with the defense or settlement of such action or suit if
          he acted in good faith and in a manner he reasonably believed to be in
          or not,  opposed to the best interests of the  corporation  and except
          that no indemnification  shall be made in respect of any claims, issue
          or matter as to which  such  person  shall  have been  adjudged  to be
          liable for negligence or misconduct in the  performance of his duty to
          the corporation  unless and only to the extent that the court in which
          such action or suit was brought shall determine upon application that,
          despite  the  adjudication  of  liability  but  in  view  of  all  the
          circumstances  of the  case,  such  person is  fairly  and  reasonably
          entitled to  indemnity  for such  expenses  which the court shall deem
          proper.

     (3)  When director or officer successful.  To the extent that a director or
          officer  of a  corporation  has  been  successful  on  the  merits  or
          otherwise in defense of any action,  suit or proceeding referred to in
          subsections (1) or (2) of this section,  or in the defense of a claim,
          issue or matter  therein,  he shall be  indemnified  against  expenses
          (including attorneys' fees) actually and reasonably incurred by him in
          connection therewith.

     (4)  Payment of expenses in advance. Expenses incurred in defending a civil
          or criminal  action,  suit or proceeding may be paid in advance of the
          final disposition of such action,  suit or proceeding as authorized by
          the  board of  directors  in the  specific  case  upon  receipt  of an
          undertaking  by or on behalf of the  director or officer to repay such
          amount if it shall ultimately be determined that he is not entitled to
          be indemnified by the corporation as authorized in this section.

     (5)  Continuation of  indemnification.  The indemnification and advancement
          of expenses  provided by, or granted  pursuant to, this section shall,
          unless otherwise provided when authorized or ratified,  continue as to
          a person who has ceased to be a director,  officer,  employee or agent
          and  shall  inure  to  the  benefit  of  the  heirs,   executors   and
          administrators of such a person.

     (6)  Insurance.  A  corporation  shall have power to purchase  and maintain
          insurance  on behalf of any person who is or was a director or officer
          of  the  corporation  or is or  was  serving  at  the  request  of the
          corporation  as a director or officer  against any liability  asserted
          against him and  incurred by him in such  capacity  whether or not the
          corporation  would  have  the  power to  indemnify  him  against  such
          liability under the provisions of this section.

Item 16.  Exhibits and Financial Statement Schedules.

     A list of exhibits included as part of this  registration  statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
incorporated herein by reference.

Item 17.  Undertakings.

A.   The Company hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement,

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

         (iii) To include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     (A)  Provided,   however,   that  paragraphs   (a)(1)(i),   (a)(1)(ii)  and
          (a)(1)(iii) of this section do not apply if the registration statement
          is on Form S-3 or Form F-3 and the information required to be included
          in a  post-effective  amendment  by those  paragraphs  is contained in
          reports filed with or furnished to the  Commission  by the  registrant
          pursuant to section 13 or section 15(d) of the Securities Exchange Act
          of  1934,  as  amended,  that are  incorporated  by  reference  in the
          registration  statement, or is contained in a form of prospectus filed
          pursuant to Rule 424(b) that is part of the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933, as amended, each such post-effective amendment
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     (4)  That,  for the purpose of determining  liability  under the Securities
          Act of 1933 to any purchaser:

          (i)  Each  prospectus  filed  by  the  registrant   pursuant  to  Rule
               424(b)(3)  shall  be  deemed  to be  part  of  this  registration
               statement as of the date the filed  prospectus was deemed part of
               and included in this registration statement.

          (ii) Each prospectus  required to be filed pursuant to Rule 424(b)(2),
               (b)(5),  or  (b)(7)  as part of this  registration  statement  in
               reliance on Rule 430B  relating to an offering  made  pursuant to
               415(a)(1),  (vii)  or  (x)  for  the  purpose  of  providing  the
               information  required by section 10(a) of the  Securities  Act of
               1933  shall  be  deemed  to be  part  of  and  included  in  this
               registration statement as of the earlier of the date such form of
               prospectus is first used after  effectiveness  or the date of the
               first contract of sale of securities in the offering described in
               the prospectus.  As provided in Rule 430B, for liability purposes
               of the issuer and any person that is at that date an underwriter,
               such  date  shall be  deemed  to be a new  effective  date of the
               registration   statement   relating  to  the  securities  in  the
               registration  statement to which that prospectus relates, and the
               offering  of such  securities  at that time shall be deemed to be
               the initial bona fide offering thereof.  Provided,  however, that
               no statement made in a registration  statement or prospectus that
               is  part of the  registration  statement  or  made in a  document
               incorporated  or  deemed   incorporated  by  reference  into  the
               registration   statement  or  prospectus  that  is  part  of  the
               registration  statement  will,  as to a purchaser  with a time of
               contract  of sale  prior to such  effective  date,  supersede  or
               modify any statement that was made in the registration  statement
               or prospectus that was part of the registration statement or made
               in any such document immediately prior to such effective date.

     (5)  The undersigned  registrant  undertakes that in a primary  offering of
          securities of the undersigned registrant pursuant to this registration
          statement,  regardless  of the  underwriting  method  used to sell the
          securities to the purchaser,  if the securities are offered or sold to
          such  purchaser by means of any of the following  communications,  the
          undersigned  registrant  will be a seller to the purchaser and will be
          considered to offer or sell such securities to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
               registrant relating to the offering required to be filed pursuant
               to Rule 424;

          (ii) Any free writing prospectus  relating to the offering prepared by
               or on behalf of the undersigned registrant or used or referred to
               by the undersigned registrant;

         (iii) The portion of any other free writing prospectus relating to the
               offering  containing  material  information about the undersigned
               registrant  or its  securities  provided  by or on  behalf of the
               undersigned registrant; and

          (iv) Any other  communication that is an offer in the offering made by
               the undersigned registrant to the purchaser.

     (6)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section  15(d)  of the  Securities  Exchange  Act  of  1934)  that  is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (7)  The undersigned registrant hereby undertakes to deliver or cause to be
          delivered with the  prospectus,  to each person to whom the prospectus
          is sent or given,  the latest annual report,  to security holders that
          is incorporated by reference in the prospectus and furnished  pursuant
          to and meeting the  requirements of Rule 14a-3 or Rule 14c-3 under the
          Securities   Exchange  Act  of  1934;  and,  where  interim  financial
          information required to be presented by Article 3 of Regulation S-X is
          not set forth in the prospectus,  to deliver, or cause to be delivered
          to each  person to whom the  prospectus  is sent or given,  the latest
          quarterly report that is specifically incorporated by reference in the
          prospectus to provide such interim financial information.

     (8)  The undersigned  registrant  hereby  undertakes to file an application
          for the purpose of determining  the  eligibility of the trustee to act
          under  subsection  (a) of Section  310 of the Trust  Indenture  Act in
          accordance with the rules an regulations  prescribed by the Commission
          under Section 305(b)(2) of the Trust Indenture Act.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        EAGLE BULK SHIPPING INC.

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,

     Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons on September 5,
2006 in the capacities indicated.


Signature                               Title
- ---------                               -----

/s/ Sophocles N. Zoullas                Director, President and Chief Executive
- -------------------------               Officer
Sophocles N. Zoullas

/s/ Michael B. Goldberg                 Director
- --------------------------
    Michael B. Goldberg

/s/ Frank J. Loverro                    Director
- ----------------------
    Frank J. Loverro

/s/ David B. Hiley                      Director
- ------------------------
    David B. Hiley

/s/ Douglas P. Haensel                  Director
- ------------------------
    Douglas P. Haensel

/s/ Michael Mitchell                    Director
- ------------------------
    Michael Mitchell

/s/ Joseph Cianciolo                    Director
- ------------------------
    Joseph Cianciolo

/s/ Alan S. Ginsberg                    Chief Financial Officer (Principal
- ------------------------                Financial Officer and Principal
    Alan S. Ginsberg                    Accounting Officer)


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Eagle Bulk Shipping
Inc., has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        EAGLE SHIPPING INTERNATIONAL (USA) LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Eagle Shipping
International (USA) LLC, has signed this amended registration statement in the
City of New York, State of New York, on September 5, 2006.



EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                       CONDOR SHIPPING LLC
                                       By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Condor Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        HAWK SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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



     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Hawk Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC


By:  Eagle Bulk Shipping Inc., its Sole Member

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





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        FALCON SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Falcon Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        HARRIER SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Harrier Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        OSPREY SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Osprey Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        KITE SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kite Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        SPARROW SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Sparrow Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                       GRIFFON SHIPPING LLC
                                       By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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



         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
 in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Griffon Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        SHIKRA SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Shikra Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        PEREGRINE SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Peregrine Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        CARDINAL SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Cardinal Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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







                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        HERON SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Heron Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        MERLIN SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Merlin Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        JAEGER SHIPPING LLC

                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Jaeger Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        KESTREL SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kestrel Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        TERN SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Tern Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.

EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.

                                        KITTIWAKE SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kittiwake Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        ORIOLE SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Oriole Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.

                                        ROBIN SHIPPING LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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



     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Robin Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.


EAGLE BULK (DELAWARE) LLC

By:  Eagle Bulk Shipping Inc., its Sole Member

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






                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.


                                        EAGLE BULK (DELAWARE) LLC
                                        By:  Eagle Bulk Shipping Inc.,
                                             its Sole Member

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

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  each of Sophocles N. Zoullas,  Alan S.
Ginsberg  and Gary J.  Wolfe  his or her true and  lawful  attorney-in-fact  and
agent, with full powers of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments  (including  post-effective  amendments)  to  this  registration
statement and any related registration  statement filed pursuant to Rule 462(b),
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary to be done,  as fully for all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,





                                  EXHIBIT INDEX

Exhibit Number                     Description
- --------------                     -----------

1.1            Form of Underwriting Agreement *

3.1            Amended and Restated Articles of Incorporation of the
               Company**
3.2            Amended and Restated By Laws of the Company**

3.3            Certification of Formation of Eagle Shipping LLC***

3.4            Certificate  of Amendment of Eagle Shipping LLC (changing
               name to Eagle Shipping International (USA) LLC)***

3.5            Amended and Restated Limited Liability Company Agreement of
               Eagle Shipping International (USA) LLC***

3.6            Certificate of Formation of Condor Shipping LLC***

3.7            Amended and Restated Limited Liability Company Agreement of
               Condor Shipping LLC***

3.8            Certificate of Formation of Hawk Shipping LLC***

3.9            Amended and Restated Limited Liability Company Agreement of
               Hawk Shipping LLC***

3.10           Certificate of Formation of Falcon Shipping LLC***

3.11           Amended and Restated Limited Liability Company Agreement of
               Falcon Shipping LLC***

3.12           Certificate of Formation of Harrier Shipping LLC***

3.13           Amended and Restated Limited Liability Company Agreement of
               Harrier Shipping LLC***

3.14           Certificate of Formation of Osprey Shipping LLC***

3.15           Amended and Restated Limited Liability Company Agreement of
               Osprey Shipping LLC***

3.16           Certificate of Formation of Kite Shipping LLC***

3.17           Amended and Restated Limited Liability Company Agreement of
               Kite Shipping LLC***

3.18           Certificate of Formation of Sparrow Shipping LLC***

3.19           Amended and Restated Limited Liability Company Agreement of
               Sparrow Shipping LLC***

3.20           Certificate of Formation of Griffon Shipping LLC***

3.21           Amended and Restated Limited Liability Company Agreement of
               Griffon Shipping LLC***

3.22           Certificate of Formation of Shikra Shipping LLC***

3.23           Amended and Restated Limited Liability Company Agreement of
               Shikra Shipping LLC***

3.24           Certificate of Formation of Peregrine Shipping LLC***

3.25           Amended and Restated Limited Liability Company Agreement of
               Peregrine Shipping LLC***

3.26           Certificate of Formation of Cardinal Shipping LLC***

3.27           Amended and Restated Limited Liability Company Agreement of
               Cardinal Shipping LLC***

3.28           Certificate of Formation of Heron Shipping LLC***

3.29           Limited Liability Company Agreement of Heron Shipping LLC***

3.30           Certificate of Formation of Merlin Shipping LLC***

3.31           Limited Liability Company Agreement of Merlin Shipping LLC***

3.32           Certificate of Formation of Jaeger Shipping LLC***

3.33           Limited Liability Company Agreement of Jaeger Shipping LLC***

3.34           Certificate of Formation of Kestrel Shipping LLC***

3.35           Limited Liability Company Agreement of Kestrel Shipping LLC***

3.36           Certificate of Formation of Tern Shipping LLC***

3.37           Limited Liability Company Agreement of Tern Shipping LLC***

3.38           Certificate of Formation of Kittiwake Shipping LLC***

3.39           Limited Liability Company Agreement of Kittiwake Shipping LLC***

3.40           Certificate of Formation of Oriole Shipping LLC***

3.41           Limited Liability Company Agreement of Oriole Shipping LLC***

3.42           Certificate of Formation of Robin Shipping LLC***

3.43           Limited Liability Company Agreement of Robin Shipping LLC***

3.44           Certificate of Formation of Eagle Bulk (Delaware) LLC***

3.45           Limited Liability Company Agreement of Eagle Bulk
               (Delaware) LLC***

4.1            Specimen Common Share Certificate**

4.2            Specimen Preferred Share Certificate*

4.3            Form of Common Stock warrant agreement *

4.4            Form of Preferred Stock warrant agreement *

4.5            Form of Purchase Contract warrant agreement *

4.6            Form of Unit warrant agreement *

4.7            Form of senior debt security***

4.8            Form of subordinated debt security***

5.1            Opinion of Seward & Kissel LLP,  counsel to the Company,
               on the validity of the common stock***

12             Computation of Ratio of Earnings to Fixed Charges***

21             Subsidiaries of the Company***

23.1           Consent of Seward & Kissel LLP (included in Exhibit 5.1)***

23.2           Consent of Ernst & Young LLP***

24             Power of Attorney (contained in signature page)***

25.1           Form of T-1 Statement of Eligibility (senior indenture) *

25.2           Form of T-1 Statement of Eligibility (subordinated
               indenture) *


* To be filed either as an amendment or as an exhibit to a report filed pursuant
to the Securities  Exchange Act of 1934 of the Registrant  and  incorporated  by
reference into this Registration Statement.

** Incorporated by reference from the Company's Form S-1/A (File No. 333-123817)
filed with the Commission on June 22, 2005.

*** Previously filed.


25083.0001 #692821a