6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2008

OCEANAUT, INC.

(Exact name of registrant as specified in its charter)

The Republic of the Marshall Islands
(State or Other Jurisdiction of Incorporation

17^TH Km National Road Athens-Lamia & Finikos Street
145 64 Nea Kifisia
Athens, Greece
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F:

þ Form 20-F     o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:     o Yes     No     þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):     n/a     

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

     Effective October 6, 2008, the Board of Directors of Oceanaut, Inc., a Marshall Islands corporation (the “Company”) approved amendments to the bylaws of the Company (the “Amendment”) to make consistent certain provisions of the Company’s bylaws regarding the adjournment of shareholder meetings; to amend the shareholder vote required for any action (other than the election of directors and subject to certain other exceptions) to be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon; and to make explicit the powers of the chairman of the meeting to determine the order of business, the procedures to be followed and the conduct of a shareholder meeting.

     A copy of the Amendment is attached hereto as Exhibit 3.1, the terms of which are hereby incorporated by this reference.

Other Events

     On October 8, 2008, the Company issued a press release and a notice to its shareholders announcing that, in light of current market conditions, the Company has cancelled the special shareholder meeting scheduled for October 15, 2008. The Company will advise its shareholders of the new meeting date if and when it is rescheduled. The Company is also discussing whether the terms of each of the four Memoranda of Agreement, dated August 20, 2008, as amended on September 5, 2008, for the purchase of a dry bulk carrier vessel (collectively, the “MOAs”) will be extended or restructured.

     A copy of the notice to shareholders is attached hereto as Exhibit 99.1, the terms of which are hereby incorporated by this reference. A copy of the press release is attached as Exhibit 99.2.

Financial Statements and Exhibits

Exhibit
Number	Description of Exhibit
3.1	Amendment No. 2 to the Bylaws of Oceanaut, Inc. dated October 6, 2008
99.1	Notice to Shareholders dated October 8, 2008
99.2	Press Release dated October 8, 2008

Signatures

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

	OCEANAUT, INC.
Date: October 8, 2008	By:	/s/ Gabriel Panayotides
		Gabriel Panayotides, President and
		Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDMENT NO. 2 TO THE BYLAWS OF
OCEANAUT, INC.

     It is hereby certified that:

1. The Bylaws of Oceanaut, Inc., a Marshall Islands corporation (the “Corporation”) are hereby amended as follows:

     (a) by adding, “or the chairman of the meeting” to the second sentence of Section 2.4, such that Section 2.4, as amended, reads in its entirety as follows:

     2.4 Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by the Business Corporations Act of the Associations Law of the Republic of the Marshall Islands (the “BCA”) or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the chairman of the meeting or the holders of a majority of the votes entitled to be cast by the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

     (b) by adding the following language to the end of the second paragraph of Section 2.5:

     The chairman of any meeting of shareholders shall determine the order of business, the procedures to be followed and the conduct of the meeting, including such regulation of the manner of voting, the conduct of discussion and, if necessary, adjournment or cancellation of the meeting, as he or she deems to be appropriate.

such that Section 2.4, as amended, reads in its entirety as follows:

     2.5 Organization. The Chairman of the Board of Directors shall act as chairman of meetings of the shareholders. The Board of Directors may designate any other officer or director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any shareholders meeting in the absence of the Chairman of the Board of Directors and such designee. The chairman of any meeting of shareholders shall determine the order of business, the procedures to be followed and the conduct of the meeting, including such regulation of the manner of voting, the conduct of discussion and, if necessary, adjournment or cancellation of the meeting, as he or she deems to be appropriate.

     The Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

     (c) by deleting the first sentence of Section 2.6 thereof and replacing it with the following sentence: “Unless otherwise required by law, the Articles of Incorporation or these Bylaws, any question (other than the election of directors) brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat, present in person or represented by proxy,”

such that Section 2.6, as amended, reads in its entirety as follows:

     2.6 Voting. Unless otherwise required by law, the Articles of Incorporation or these Bylaws, any question (other than the election of directors) brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat, present in person or represented by proxy. At all meetings of shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. Each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such shareholder, unless otherwise provided by the Articles of Incorporation. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     (d) by deleting Section 2.8 thereof in its entirety and by substituting in lieu of said Section the following new Section 2.8:

     2.8 Adjournment. Any meeting of the shareholders, including one at which directors are to be elected, may be adjourned, whether or not a quorum is present, for such periods as the chairman of the meeting or the majority of shareholders present in person or by proxy and entitled to vote at such meeting shall direct.

2. The amendment of the Bylaws herein certified has been duly adopted in accordance with the provisions of the Articles of Incorporation and Bylaws of the Corporation.

Signed this 6th day of October, 2008

OCEANAUT, INC.
By:	/s/ Eleftherios A. Papatrifon
	Name:	Eleftherios A. Papatrifon
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

OCEANAUT, INC.
17TH KM NATIONAL ROAD ATHENS-LAMIA & FINIKOS STREET
145 64 NEA KIFISIA
ATHENS, GREECE

October 8, 2008

To the Shareholders of Oceanaut, Inc.:

     I refer to the notice, dated September 9, 2008, of a special meeting of the shareholders of Oceanaut, Inc., a Marshall Islands company (the “Company”), to be held at 10:00 a.m., Eastern Time, on October 15, 2008 (the “Special Meeting”).

     After careful consideration by the Company’s management and in light of current market conditions, the Company has decided to cancel the Special Meeting. The Company will notify you of the new date for the Special Meeting if and when it is rescheduled.

Sincerely,

/s/ Gabriel Panayotides Gabriel Panayotides

Chairman of the Board

EX-99.2

Exhibit 99.2

NEWS RELEASE for October 08, 2008

Contact:

Investor Relations/ Financial Media:	Company:
Capital Link, Inc.	Oceanaut, Inc.
Nicolas Bornozis	Lefteris Papatrifon
President	Chief Financial Officer
230 Park Avenue	17th km National Road Athens-Lamia & Finikos Street
Suite 1536	145 64 Nea Kifisia
New York, NY 10169	Athens, Greece
Tel. +1 (212) 6617-566	Tel: +30 (210) 6209-520
	Fax: +30 (210) 6209-528
E-mail: nbornozis@capitallink.com	E-Mail: info@oceanautinc.com
www.capitallink.com	www.oceanautinc.com

OCEANAUT, INC. CANCELS SHAREHOLDER MEETING

Athens, Greece – October 8, 2008 – Oceanaut, Inc., (AMEX: OKN; OKN.U; OKN.WS; the “Company” or “Oceanaut”) today announced that the Company has issued a notice to its shareholders announcing that, in light of current market conditions, the Company has cancelled the special shareholder meeting scheduled for October 15, 2008. The Company will advise its shareholders of the new meeting date if and when it is rescheduled. The Company is also in the process of discussing whether the terms of each of the four Memoranda of Agreement, dated August 20, 2008, as amended on September 5, 2008, for the purchase of a dry bulk carrier vessel, will be extended or restructured, and will advise investors accordingly.

About Oceanaut, Inc.

Oceanaut, Inc. (AMEX: OKN; OKN.U; OKN.WS) is a blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, vessels or one or more operating businesses in the shipping industry.

Forward Looking Statement

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that

such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, future operating or financial results; expectations regarding the strength of the future growth of the shipping industry, including the rate of annual demand in the dry bulk sector; future payments of dividends and the availability of cash for payment of dividends; the Company’s expectations relating to dividend payments and forecasts of its ability to make such payments; future acquisitions, business strategy and expected capital spending; general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand; the Company’s ability to enter into long-term, fixed-rate charters; general competitive factors in the dry bulk market; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.