8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2012

Eagle Bulk Shipping Inc.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands	001-33831	98-0453513
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS employer identification no.)
477 Madison Avenue New York, New York		10022
(Address of principal executive offices)		(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report): None

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

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

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

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

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

Item 3.03 Material Modifications to Rights of Securities Holders

The information contained in Items 5.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2012, Eagle Bulk Shipping Inc. (the "Company") filed Articles of Amendment (the "Articles of Amendment") to its Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands to effect a 1-for-4 reverse stock split of the Company's issued and outstanding common stock on May 22, 2012 (the "Reverse Stock Split").  The amendment to the Company's Amended and Restated Articles of Incorporation was approved by the Company's shareholders at a special meeting of shareholders held on November 17, 2011.  A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference

As a result of the Reverse Stock Split, each four shares of the Company's issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock, par value $0.01 per share.  The Reverse Stock Split affected all issued and outstanding shares of the Company's common stock, as well as common stock underlying stock options and other common stock-based equity grants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares were issued in connection with the reverse split of the issued and outstanding common stock. Shareholders who would otherwise hold a fractional share of the Company's common stock will receive a cash payment in lieu of such fractional share.

As a result of the Reverse Stock Split, the number of outstanding shares of the Company's common stock was reduced from 63,003,286 to approximately 15,750,821.  The number of authorized shares of the Company's common stock was not affected by the Reverse Stock Split.

Item 8.01       Other Events.

At the market opening on May 23, 2012, the Company's common stock began trading on the NASDAQ Global Select Market on a split-adjusted basis. The Company's common stock will continue to trade under the symbol "EGLE" under a new CUSIP number, Y2187A 119.

On May 22, 2012, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits

(d)           Exhibits

Exhibit Number	Description
3.1	Articles of Amendment to the Company's Amended and Restated Articles of Incorporation
99.1	Press release dated May 22, 2012, entitled "Eagle Bulk Shipping Inc. Announces Effectiveness of 1-for-4 Reverse Stock Split"

SIGNATURES

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

	EAGLE BULK SHIPPING INC.
	(registrant)
Dated: May 23, 2012	By:	/s/ Alan S. Ginsberg
	Name:		Alan S. Ginsberg
	Title:		Chief Financial Officer

EX-3.1

ARTICLES OF AMENDMENT TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

EAGLE BULK SHIPPING INC.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

I, Sophocles N. Zoullas, as the Chief Executive Officerof Eagle Bulk Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify:

1. The name of the Corporation is: Eagle Bulk Shipping Inc.

2. The Articles of Incorporation were filed with the Registrar of Corporations as of the 23rd day of March 2005.

3. The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations as of the 3rd of June 2005.

4. Article FOURTH of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:

"Reverse Stock Split. Effective as of 9:00 a.m., Eastern Standard Time on the first business day after date these Articles of Amendment are filed with the Registrar of Corporations of the Republic of the Marshall Islands (the "Effective Date"), the Corporation shall effect a one-for-four reverse stock split as to its issued and outstanding common stock, par value $0.01 per share, pursuant to which each four shares of the Corporation's common stock, par value $0.01 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of common stock, par value $0.01 per share, of the Corporation.  No fractional shares shall be issued and, in lieu thereof, holders of the Corporation's common stock, par value $0.01 per share, shall receive a cash payment in an amount equal to the fraction to which the holder would otherwise be entitled multiplied by the closing price of the Corporation's common stock on the NASDAQ Global Select Market on the last trading day prior to the Effective Date, as adjusted for the reverse stock split as appropriate or, if such price is not available, a price determined by the Corporation's Board of Directors.  As a result of the reverse stock split, the number of issued and outstanding shares of the Corporation's common stock, par value $0.01 per share, shall decrease from 63,003,286, shares to 15,750,821 shares, as adjusted for the cancellation of fractional shares.  The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Company is authorized to issue or the par value of the common stock. The stated capital of the Company shall be reduced from $630,032.86 to $157,508.21, as adjusted for the cancellation of the fractional shares and the amount of $472,524.65, as adjusted for the cancellation of fractional shares, shall be allocated to surplus."

5. All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

6. This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the special meeting of shareholders of the Corporation held on November 17, 2011.

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation on this 21st day of May, 2012.

/s/ Sophocles N. Zoullas

Name: Sophocles N. Zoullas

Title:   Chief Executive Officer

SK 25083 0001 1289590 v2

EX-99.1

Eagle Bulk Shipping Inc. Announces Effectiveness of 1-for-4 Reverse Stock Split

NEW YORK, NY, May 22, 2012-- Eagle Bulk Shipping Inc. (Nasdaq: EGLE) (the "Company") today announced that the previously announced 1-for-4 reverse stock split of the Company's issued and outstanding common stock will take effect on May 22, 2012.  The Company's common stock is expected to begin trading on a split-adjusted basis on the NASDAQ Global Select Market as of the open of trading on May 23, 2012.

Upon the effectiveness of the reverse stock split, each 4 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.01 per share.  The reverse stock split will affect all issued and outstanding shares of the Company's common stock, as well as common stock underlying stock options and other common stock-based equity grants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares will be issued in connection with the reverse split of the issued and outstanding common stock. Shareholders who would otherwise hold a fractional share of the Company's common stock will receive a cash payment in lieu of such fractional share.

The reverse stock split will reduce the number of outstanding shares of the Company's common stock from 63,003,286 to approximately 15,750,821.  The number of authorized shares of the Company's common stock will not be affected by the reverse split.

Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts after May 22, 2012.  Beneficial holders may contact their bank, broker, or nominee for more information.

Shareholders with shares held in certificate form are required to exchange their stock certificates for a new certificate representing the shares of common stock resulting from the reverse split. Shortly after May 22, 2012, registered holders who hold stock in certificate form will receive a Letter of Transmittal and instructions for exchanging their certificates from the Company's exchange agent, Computershare Trust Company, N.A.

Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 12, 2011, a copy of which is available at www.sec.gov.

About Eagle Bulk Shipping Inc.

Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in New York. The Company is a leading global owner of Supramax dry bulk vessels that range in size from 50,000 to 60,000 deadweight tons and transport a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes.

Forward-Looking Statements

Matters discussed in this release 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 release 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 charter hire 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, 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 US Securities and Exchange Commission.

Visit our website at www.eagleships.com

Contact:

     Company Contact:

     Alan Ginsberg

     Chief Financial Officer

     Eagle Bulk Shipping Inc.

     Tel. +1 212-785-2500

     Investor Relations / Media:

     Jonathan Morgan

     Perry Street Communications, New York

     Tel. +1 212-741-0014

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Source: Eagle Bulk Shipping Inc.