CORRESP 1 filename1.txt EUROSEAS LTD. AETHRION CENTER 40 AG. KONSTANTINOU STREET 151 24 MAROUSSI, GREECE February 3, 2006 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Euroseas Ltd. Registration Statements on Form F-1 (File No. 133-129145) and Form F-4 (File No. 133-129144) Ladies and Gentlemen: The Company hereby requests that the above-referenced Registration Statement on Form F-1, as amended, and the Registration Statement on Form F-4, as amended, be declared effective today, Friday, February 3, 2006, at 5:30 p.m. or as soon thereafter as practicable. If you have any questions with respect to this request, please call Lawrence Rutkowski or Craig A. Sklar of Seward & Kissel LLP, counsel to the Company, at (212) 574-1206 and (212) 574-1386, respectively. Very truly yours, /s/ Arisitides J. Pittas ------------------------------------ Aristides J. Pittas President EUROSEAS LTD. AETHRION CENTER 40 AG. KONSTANTINOU STREET 151 24 MAROUSSI, GREECE February 3, 2006 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Euroseas Ltd. Registration Statements on Form F-1 (File No. 133-129145) and Form F-4 (File No. 133-129144) Ladies and Gentlemen: This letter is to acknowledge that, in connection with our request for acceleration of the effective date of the above-referenced registration statements: - should the Commission or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action with respect to the filings; - the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve Euroseas Ltd. from its full responsibility for the adequacy and accuracy of the disclosure in the filings; and - Euroseas Ltd. may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/ Arisitides J. Pittas ------------------------------------ Aristides J. Pittas President