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      April 12, 2007

Prokopios (Akis) Tsirigakis
Chief Executive Officer and President
Star Bulk Carriers Corp.
40 Ag. Konstantinou Avenue
Aethrion Center, Suite B34
Maroussi 15124, Athens, Greece

      Re:	Star Bulk Carriers Corp.
      Registration Statement on Form F-4
      Filed March 14, 2007
		File No. 333-141296

		Star Maritime Acquisition Corp.
		Preliminary Proxy Statement on Form PREM 14A
		Filed March 14, 2007
		File No. 1-32685

Dear Mr. Tsirigakis:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you filed a preliminary proxy statement for Star
Maritime Acquisition Corp. and that you filed this Form F-4 for
Star
Bulk Carriers Corp.  It would appear that Star Maritime and Star
Bulk
are co-registrants of the Form F-4, which would also serve as the
proxy.  Please revise accordingly.
2. We note that Star Maritime has entered into memoranda of
understanding with TMT pursuant to which it offered 12,537,645
shares
of Star Bulk common stock as part of the aggregate purchase price.
It appears that the offer to TMT has commenced privately, since
they
are bound by the agreements.  As this offer of securities was
initiated privately, it must be completed privately.  Please
provide
us your legal analysis on (i) how Star Maritime determined that
the
offering of shares was exempt from registration; and (ii) why it
is
appropriate for Star Maritime to include the registration of
14,144,607 shares for issuance to TMT or subsequently to
affiliates
of TMT.  We may have further comments.
3. Star Maritime had represented on pages 5 and 36 of its Form S-1
(File No. 333-125662), amended December 13, 2005, that it "will
seek
shareholder approval before (it) effect(s) any business
combination,
even if the nature of the acquisition would not ordinarily require
stockholder approval under applicable state law."  Star Maritime`s
acquisition of the substantial assets from TMT constitutes a
virtual
acquisition of a business, even if Star Maritime has not strictly
acquired an operating business entity by law.  The acquisition of
the
ships enables Star Maritime to convert from a blank check company
to
an operating company.  In addition, the shareholder approval of
the
redomiciliation merger is the most significant condition precedent
to
the asset purchase.  Moreover, we note on page 40 of the Form F-4
that Star Maritime is redomiciling in the Marshall Islands in
order
to benefit from regulatory and tax advantages available to an
international shipping company (which Star Maritime will become
only
when it will acquire the ships).  Therefore, as business
transactions, the redomiciliation and the asset purchase appear to
be
closely linked together.  Please tell us why, given these facts,
you
should not set forth the asset acquisition agreement as a discrete
proposal to be voted upon by your shareholders.  Provide an
analysis
as to how this is consistent with Rule 14a-4(a)(3).  We may have
further comment.
Cover Page
4. Please provide the disclosure regarding the title and amount of
securities being offered pursuant to the Form F-4, as required by
Item 501(b)(2) of Regulation S-K.
5. Please provide the disclosure required by Item 501(b)(4) of
Regulation S-K regarding the present market for your securities.
6. Please relocate the Commission Legend to be before the
signature
at the end of the cover page.
7. The information required by Item 2 of Form F-4 should be
included
on the inside front cover page.  Please highlight this language by
print type or otherwise.
8. The letter to the stockholders of Star Maritime also serves as
the
cover page of the prospectus, and is subject to the plain English
rules.  Accordingly, in order to improve readability and to
highlight
the key terms of the offering, please remove information that is
not
required to be included on the cover page.  In particular, we
suggest
you delete the third full paragraph in the letter.  See Item 501
of
Regulation S-K.

Table of Contents
9. Please advise dealers of the dealer prospectus delivery
obligation
pursuant to Item 502(b) of Regulation S-K.

Questions and Answers About the Star Maritime Special Meeting,
page 1
10. We note the redemption price per share throughout the
prospectus.
Please revise to clearly state when this amount will be
calculated,
update the current estimated amount as of the most recent
practicable
date, and provide the current market price of the common stock as
of
the most recent practicable date.

Could you tell us more about the parties to the Acquisition
Agreement?, page 1
11. In this section and in the Acquisition Agreement section on
page
45, please expand your description of TMT to disclose
approximately
what percentage of TMT`s assets you are purchasing as eight
drybulk
carriers.

What is the required vote to approve and authorize the
Redomiciliation Merger?, page 2
12. Please disclose the percentage of your issued and outstanding
common stock and the percentage of your common stock issued in
Star
Maritime`s initial public offering and private placement that have
already agreed to vote in favor of the redomiciliation merger.

Should I send in my stock certificate now?, page 5
13. Please revise the answer to address the question raised by
those
who vote against the merger and intend to have their shares
redeemed.

What happens if the Redomiciliation Merger is not consummated?,
page
5
14. Please provide the estimated dollar amount of the
consideration
that each Star Maritime common stock would earn in the event of
liquidation of the company.
15. Please revise to briefly clarify that any liquidation and
dissolution would be executed pursuant to Delaware law, which
would
cause a delay in the distribution of proceeds.  In addition,
briefly
clarify that the amount paid from the trust would be reduced by
any
claims against the trust.

What happens post-Redomiciliation Merger to the funds deposited in
the Trust Account?
16. Clarify the maximum and the minimum amount of funds from the
trust that will remain at minimum and maximum conversion and the
payment of the cash for the vessels to be acquired.

What other important considerations are there?, page 5
17. Please disclose the estimated dollar amount of funds you
expect
to borrow in the near future following the consummation of the
redomiciliation merger.  Also, state the current amount of
creditor
claims that have not been paid to date that may reduce the trust
account.

How to Obtain Additional Information
18. Please relocate this information to the inside front cover
page.
In addition, please state that to obtain timely delivery, security
holders must request the information no later than five business
days
before the date they must make their investment decision.  Lastly,
please highlight the information required by Item 2 of Form F-4.

Summary, page 7
19. Briefly explain these "related agreements with TMT" that were
entered into by Star Maritime in connection with the acquisition
of
the vessels.
20. We note the forecasted annual consolidated revenue.  Provide
the
basis for these forecasts.  We direct you to Item 10(b) of
Regulation
S-K.  We may have further comment.

Interests of Certain Persons in the Redomiciliation Merger, page
11
21. We note the statement that these interests include "among
other
things" the listed interests.  Please provide all substantial
interests, direct or indirect, as required by Item 5 of Schedule
14A.
For example, we note the agreement entered into with Maxim Group,
the
underwriters for the IPO, as co-lead financial advisor.  Given the
contingent underwriting compensation to be paid upon completion of
the business combination and the contingent fee from this
arrangement, please add clear disclosure of Maxim`s interests in
this
transaction.
22. State the aggregate amount paid for the 9,026,924 shares of
common stock issued to Star Maritime`s officers and directors
prior
to the IPO.  Also, explain the reference to 200,000 shares that
may
be required to be surrendered for cancellation upon the exercise
of
redemption rights.
23. Provide the aggregate purchase price of the private placement
and
provide the aggregate market value as of the most recent
practicable
date.
24. Clarify whether any of the officers and directors have
purchased
any common stock or warrants in the market.
25. Clarify whether any compensation agreements have been entered
into.  If not, provide clear disclosure in this section and
throughout.  Provide clear risk factor disclosure throughout if
the
compensation will not be determined until after shareholders have
voted on the transaction.
26. Clarify the nature of the interests of the parties in the last
bullet point of this section.

Conditions to the Redomiciliation Merger, page 12
27. We note your disclosure stating that the completion of the
merger
is subject to the satisfaction or waiver of a number of
conditions.
In this subsection and throughout the document, please identify
which
conditions to completion of the merger may be waived and which of
those waivable conditions Star Maritime may consider waiving.  If
you
do not intend to re-solicit proxies in the event of waiver of
material conditions, disclose the associated risks.

Star Maritime Acquisition Corp.
Unaudited Pro Forma Combined Balance Sheet, page 18
28. Please clarify whether pro forma adjustment (3) includes
amounts
for the various fees to Bongard Shipbrokers, Cantor Fitzgerald and
Maxim Group disclosed in Note 5 on page F-16.  Please advise or
revise.
 Market Price and Dividend Information, page 20
29. Provide the price information as of the latest practicable
date.
Also, provide the price as of the date immediately prior to the
public announcement of the proposed business combination.  We
direct
your attention to Item 201(a)(1)(v) of Regulation S-K.

Risk Factors, page 21
30. Please clarify in the introductory paragraph that you have
described all material risks that are currently known and
reasonably
foreseeable.  In addition, remove references to other risks and
uncertainties not described below and not presently known.
31. Please revise the risk factor subheadings to specifically
state
the risk to the company and/or investors.  Currently many of the
subheadings merely state a fact.  In addition, revise references
in
both the subheadings and narratives to generic risks such as
having a
"material affect," "negatively affect," or "adversely affect" your
operations or that your operations could suffer.  Please revise to
state the specific risk rather than these generic statements.
32. Consider combining risk factors 32 and 33, as they both relate
to
the potential delay in the release of funds from escrow as a
result
of the dissolution process.  In addition, risk factor 44 appears
to
be a generic risk that could apply to any company.  Please revise
to
specify the risk to your company or remove.
Star Bulk`s ability to obtain additional debt financing may be
dependent on the performance and the creditworthiness of its
charterers, page 22
33. On page 97, you state that TMT has procured time charters for
four of the eight vessels.  Please identify the charterers and
disclose their credit ratings or some other parameters of their
creditworthiness or objective standing in the industry.

Star Bulk may be unable to attract and retain key management
personnel..., page 23
34. If any of Star Bulk`s key management personnel intends to
retire
or otherwise leave the company, please identify the person and
disclose when that person plans to leave Star Bulk.  In addition,
disclose any steps you have undertaken to retain the key
employees.

As Star Bulk commences its business, it will need to implement its
operations and financial systems..., page 23
35. You state that Star Bulk`s wholly-owned subsidiary would
recruit
additional seafarers and shoreside personnel, and yet you also
state
that Star Bulk would depend on its unaffiliated crewing agent for
adequately staffing its vessels.  Please elaborate to clarify how
Star Bulk would recruit its personnel, both at sea and on shore.

Purchasing and operating secondhand vessels may result in
increased
operating costs..., page 24
36. Given the age of the Panamax and Capesize vessels to be
acquired,
please state whether Star Bulk would incur significantly higher
operating, insurance, and maintenance costs.


Star Bulk`s worldwide operations will expose it to global
risks...,
page 24
37. Please identify the country where Star Bulk would register its
vessels, and discuss briefly the risk implications of the
nationality
of the vessels on their operations.

Because Star Bulk is incorporated under the laws of the Marshall
Islands, it may be difficult to serve Star Bulk with legal
process..., page 25
38. Please revise the risk factor caption and expand the
disclosure
to state clearly the extent to which a U.S. investor may bring
original actions in the Marshall Islands against Star Bulk, its
affiliates, or any named expert based on U.S. laws.  Also, state
whether a Marshall Islands court may impose civil liability,
including monetary damages, on Star Bulk, its affiliates, or named
experts if the facts alleged in a complaint based on U.S. law
constitutes or gives rise to a cause of action under Marshall
Islands
law.
39. Provide clear disclosure in the subheading that the officers
and
directors are non-residents of the US.

Servicing future debt would limit funds available..., page 27
40. Please disclose the estimated dollar amount of secured debt
Star
Bulk expects to incur in order to finance fleet expansion in the
near
future.  In addition, consider combining this risk factor with
risk
factor 6, since both discuss the limited funds associated with
servicing future debt.

Star Bulk may be unable to procure financing arrangements ...,
page
27
41. Please clarify this risk factor.  You indicate that you will
pay
the additional cash of $40 million necessary to acquire the eight
dry
bulk carriers from borrowings under a new senior credit facility;
however, then you state that if you are unable to procure
financing
arrangements prior to the effective date of the Redomiciliation
Merger, you may not be able to complete the purchase of all eight
dry
bulk carriers.  This disclosure appears inconsistent.  In
addition,
clarify whether you are required to purchase all eight carriers at
the time of the redomiciliation merger or whether you may purchase
less than eight.  Provide clear disclosure throughout the proxy
statement/prospectus, if true, that the purchase of all eight
carriers must occur simultaneously to comply with the requirements
of
the Form S-1 or advise.  We may have further comment.
42. We note the statement that where the reserve for claims and
liabilities was insufficient, stockholders "could" be liable for
claims by creditors.  Please provide a legal analysis as to when
the
claims of stockholders would be before the claims of creditors.
In
addition, we note the personal liability undertaken by officers
and
directors.  Provide clear disclosure of this personal liability.
We
may have further comment.

If third parties bring claims against Star Maritime ..., page 28
43. We note the disclosure that the company will seek to have
creditors waive their claims against the trust and the Form S-1
stated that you "will seek to have vendors, prospective target
businesses, or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind in or to
any
monies held in the trust account for the benefit of our public
stockholders."  Clarify whether you have obtained waivers from all
creditors, prospective target businesses or other entities.  If
you
have not, name the creditors and state the amounts currently owed.
We may have further comment.

Charter rates in the drybulk shipping market are at historically
high
levels..., page 30
44. Please provide us supplementally with a copy of the relevant
part
of the Drewry report that you quote as predicting an increase of
the
world`s drybulk carrier fleet in 2007.  Please include a citation
in
this risk factor to the report if available to the public.
Star Maritime and Star Bulk expect to incur significant costs
associated with the Redomiciliation Merger..., page 33
45. Please disclose the dollar value of costs associated with the
merger that you expect to incur and provide the cost to date.

Forward Looking Statements
46. Please clarify to disclose that the safe harbors for forward-
looking statements included in the Securities Act and Securities
Exchange Act do not apply to statements made in your Form F-4 or
remove the references to Section 27A of the Securities Act and
Section 21E of the Exchange Act.
47. We note the disclosure in this section that you undertake no
obligation to update or revise the forward looking statements
contained in the joint proxy statement/prospectus.  Please explain
in
light of the undertakings in part II of the prospectus.


The Star Maritime Special Meeting, page 35
Proxies; Revocation, page 36
48.  We note that Star Maritime`s directors may solicit proxies
"personally and by telephone, facsimile or other electronic means
of
communication."  Please confirm to us that the information
provided
in the referenced manner will be consistent with the written proxy
statement and proxy card, and that the information will comply
with
Proxy Rule 14a-4.

Redemption Rights, page 36
49. Please disclose the dollar amounts of any balance of the trust
account that would remain as working capital following the
acquisition of vessels assuming 0% and 32.99% redemption.  If
there
would be none, so state.
50. Please revise to disclose whether non-votes, broker non-votes,
and abstentions will prevent Star Maritime shareholders from
exercising their redemption rights.

Adjournments and Postponements, page 37
51. We note that "the special meeting may be adjourned or
postponed
for the purpose of soliciting additional proxies."  Discretionary
authority is unavailable when a procedural action is taken with
respect to a substantive matter for which a proxy is solicited.
See
Proxy Rule 14a-4.  The adjournment or postponement of a meeting to
solicit additional proxies does not constitute a matter incidental
to
the conduct of the meeting.  Consequently, the use of
discretionary
voting authority to vote on adjournment or postponement of the
meeting to solicit additional proxies is a substantive proposal
for
which proxies must be independently solicited.  Please revise the
disclosure and provide a separate voting box on the proxy card so
that shareholders may decide whether to grant a proxy to vote in
favor of adjournment or postponement of the meeting for the
solicitation of additional proxies.

Background and Reasons For the Redomiciliation Merger, page 38

History of the Agreements to Acquire the Vessels, page 38
52. Briefly discuss Star Maritime`s efforts to search for a
business
target from the formation of Star Maritime until the first contact
with TMT.
53. You state that "the first contact between Star Maritime and
TMT
occurred on July 25, 2006 in Milan, Italy..."  Please make clear
whether it was the first contact so far as the acquisition deal
was
concerned or whether Star Maritime or its subsidiaries or related
parties had no prior connections or prior business contacts with
TMT
before the stated occasion.  Clarify whether there is any
relationship, affiliation or other connection between the
officers,
directors and affiliates of Star Maritime and the officers,
directors
and affiliates of TMT.  Also, please clarify how the "direct
introduction of principals of the two parties occurred."  Clarify
how
the meeting that appears to have occurred was arranged and any
contact prior to this initial meeting.  We may have further
comment.
54. Please revise the discussion to clarify whether, when, and the
extent to which the structure and financial terms of the asset
acquisition changed during the course of the negotiation process
with
TMT and/or its subsidiaries.
55. Please clarify, if accurate, that Star Maritime directors and
executive officers who have interests in the redomiciliation
merger
that are different from, or in addition to, the interests of your
unaffiliated stockholders, have actively participated in the
negotiations related to the asset acquisition agreement.  If so,
explain how the interests of your unaffiliated shareholders were
safeguarded.
Acquisition Target Review, page 39
56. Please explain in greater detail the role played by Bongard in
the search for a target business.  Clarify whether the contingent
fee
is due upon completion of the merger contemplated by Star Bulk,
even
though Bongard did not appear to help locate the target ships.  We
may have further comment.
57. Please disclose the total expenses Star Maritime has incurred
so
far related to its search for acquisition of a company or assets,
along with a breakdown of the expenses into different constituent
items.  Compare the actual expenses of Star Maritime with the use
of
proceeds disclosure from the IPO prospectus and clarify the
reasons
for any deviations from the amount set forth in the use of
proceeds
table.  Also, disclose the extent of the expenses that is to be
borne
by the trust account.
58. Please disclose the date within which Star Maritime needs to
consummate a business combination transaction so as to be
obligated
to pay the contingency fee to Bongard Shipbrokers.
59. Please disclose the material terms of engagement, including
the
termination dates, of Bongard Shipbrokers, Cantor Fitzgerald or
Maxim
Group.  In addition, disclose whether Bongard Shipbrokers, Cantor
Fitzgerald or Maxim Group is currently pursuing an acquisition
target
on your behalf.  Finally, as these agreements appear to be
material,
please file them as exhibits.
60. You have discussed on pages 39-40 why prospective alternative
transactions were rejected.  Please discuss in reasonable detail
why
Star Maritime management decided in favor of the asset purchase
transaction with TMT in particular.  In your discussion, disclose
why
Star Management`s board preferred a purchase of eight ships to the
acquisition of a shipping company of comparable size.

Reasons for the Redomiciliation Merger, page 40
61. Please elaborate on the specific "regulatory and tax
advantages"
that Star Maritime hopes to obtain by redomiciling in the Marshall
Islands.

Satisfaction of the 80% Test, page 40
62. We note the disclosure regarding the satisfaction of the 80%
test.  The Form S-1 indicates that "the fair market value of such
business will be determined by our board of directors based upon
standards generally accepted by the financial community, such as
actual and potential sales, earnings and cash flow and book
value."
Please provide a detailed discussion of the fair market value as
determined by the board and how this valuation or range of
valuations
was determined.  We may have further comment.

Recommendations of the Board of Directors, page 41
63. Please include a reasonably detailed summary on the
independent
vessel valuation for each ship performed by purchase and sale
brokers
that the Star Maritime directors received.  The discussion should
include, but should not be limited to, the following information:
* the identity of the purchase and sale brokers that provided the
valuations;
* any prior relationships or affiliations of the brokers with
either
Star Maritime or TMT;
* the fees paid to those brokers and any other services, for
example,
finding of purchasing/selling parties, rendered by them;
* the assumptions underlying the valuations;
* the comparable sales of similar ships considered in the
valuations;
* the likely resale and earning power of each ship in the near
future; and
* the current market value of each ship.

In addition, please append the valuations received to the proxy
statement and prospectus.
64. We note on page 53 that Star Maritime has not obtained an
opinion
from an investment banking firm in connection with the
redomiciliation merger.  Please clarify whether Star Maritime`s
board
of directors engaged any financial advisor to evaluate the
redomiciliation merger for your unaffiliated shareholders.  If so,
identify the financial advisor and include a summary of its
opinion
in the document and file the opinion as an exhibit.  If not,
explain
how the board fulfilled in its duties to the unaffiliated
shareholders of the company in reaching the conclusion by itself
that
such a merger is in their best interest.
65. Please represent that you have disclosed all material factors,
both positive and negative, that the board of directors considered
in
reaching its determination that the redomiciliation merger is in
the
best interests of Star Maritime and its stockholders.
66. Please clarify whether by "minimum charter rates" you mean the
parties leasing your carriers would agree to charter them for a
minimum period of time.  Explain how TMT`s agreement to procure
such
charters would maximize the revenues Star Bulk would earn from
those
ships.
Interest of Star Maritime Directors and Officers in the
Redomiciliation Merger, page 42
67. On page 27, you state that if the redomiciliation merger is
not
approved, the shares held by the Star Maritime`s initial
stockholders
will in all probability be worthless.  However, additional
disclosure
is warranted so that investors may better understand the conflict
addressed.  Accordingly, please disclose the current value of the
warrants; and the expected gains to management in the event that
the
merger is approved.
68. You state here that Star Bulk has entered into time charters
for
two vessels with TMT.  On page 41, you state that TMT has agreed
to
procure time charters for six of the eight vessels.  On page 97,
you
state that TMT has procured time charters for four of the eight
vessels.  Again, on page 103, you refer to only two charter
agreements with TMT.  Please explain or reconcile the discrepancy.

The Acquisition Agreements, page 45
69. We refer to your disclosure in the first paragraph on page 45.
Your qualification by reference to the acquisition agreements is
inappropriate.  Please revise.
70. Clarify whether an inspection of the vessels being purchased
has
occurred and if not, when such inspection will occur.  Also,
clarify
whether a dry-docking or diver`s inspection will occur or has
occurred.
71. We note that the agreement allows for TMT to provide a
replacement vessel if the vessel that is subject to the agreement
cannot be delivered.  Please explain in greater detail the process
following such an event.  For example, clarify the information to
be
provided to the shareholders, how such information would be
provided,
and the ability to vote on the new transaction.  If no information
is
provided and shareholders are not given the ability to vote on the
amended transaction, provide an analysis as to how such action is
consistent with the representations made in the Form S-1.  We may
have further comment.
72. We note the disclosure that the average age of the ships is 10
years old.  However, it appears that the three largest ships are
all
older than 10 years.  Please provide clear disclosure and add risk
factor disclosure as appropriate.

Acquisition Financing, page 49
73. Please discuss the material terms of the indication letter
that
offered Star Bulk a credit facility of up to $120 million.  If the
negotiations have developed beyond the preliminary stage, please
identify the lender and file the form of agreement as an exhibit.

Conditions to the Redomiciliation Merger, page 52
74. Please clarify which conditions to the consummation of the
merger
that have been satisfied so far and update the status of others,
as
appropriate.
75. Please discuss whether there is any material uncertainty as to
any of the conditions to the completion of the merger.

Information Concerning Star Maritime Acquisition Corp., page 53

Liquidation If No Business Combination, page 53
76. Please describe the rights of, and the dollar amount of any
outstanding payment obligations of Star Maritime to, vendors,
service
providers, and/or creditors to the extent currently known.  Also,
disclose whether Star Maritime has the ability to fund these
obligations independent from the trust account.  Clarify whether
you
have obtained waivers of claims against the trust from any of
these
creditors.  Finally, clarify how these third parties would be paid
in
the event of liquidation of the company.
77. Please confirm whether your officers or directors have any
personal liabilities or offered any personal guarantees for
outstanding payment obligations of Star Maritime so that such
payments does not dissipate the trust account.  Also, discuss the
financial ability of such individuals to meet any payment
obligations.


Management`s Discussion and Analysis...of Star Maritime
Acquisition
Corp., page 61
78. Please expand this section to disclose the commitments, as
described in Note 5 on page F-16, to pay various fees upon
consummation of a business combination such as the redomiciliation
merger and purchase agreement with TMT.
79. Please specify the expenses covered by "other expenses of
$239,558" and "other expenses of $265,935."  If the "other
expenses"
cover more than one factor, please provide the dollar amount of
expenses attributable to each factor.

Information Concerning Star Bulk Carriers Corp., page 64
80. We note the disclosure regarding the extensive industry
visibility of the co-chairmen.  Provide clear disclosure, if true,
that the officers are involved in other businesses and that the
amount of time they have to devote to Star Bulk will be limited.
In
addition, since TMT has agreed to enter into charters for six of
the
eight vessels to be acquired, explain the relevance of the
statement
that "Star Bulk intends to capitalize on these relationships and
contacts to gain market intelligence and identify chartering
opportunities with leading charterers."  We may have further
comment.
81. Explain in layman terms the types of vessels you are seeking
to
acquire.
82. It appears that two of the charter agreements relating to two
of
the vessels to be acquired are with TMT.  Provider the disclosure
required by Item 6 of Form F-4 regarding these material contracts.
83. It appears that your company will be a start-up shipping
company.
Provide clear disclosure of the risks and uncertainties that the
company will face.  Also, provide the basis for much of the
promotional disclosure in this section in light of the start-up
nature of the company.  We may have further comment.
84. Disclose the material terms of any potential arrangement with
Combine Marine Inc.
85. We note the charters arranged by TMT.  Clarify whether any of
these charters are with the same parties as when the vessels were
operated by TMT.  We may have further comment.

Directors and Executive Officers, page 67
86. State the amount and percent of time each officer will devote
to
Star Bulk.  If the officers will have other business activities,
add
appropriate risk factor disclosure.

Employment and Consulting Agreements, page 71
87. To the extent that any compensation and/or consulting
arrangements have been determined or concluded with the future
directors and officers of Star Bulk, please disclose their
material
terms, and file the agreements as exhibits when you execute them.

Star Bulk Principal Stockholders, page 76
88. Please identify the natural persons who exercise voting and
investment control over the securities held of record by each of
the
non-public entities that are own a material amount of Star Bulk
shares.  See interpretation 4S of the Manual of Publicly Available
Telephone Interpretations (March 1999 supplement).
89. It appears that you have not included the common stock
issuable
upon exercise of warrants owned by several persons in this section
in
disclosing their beneficial ownership.  Please advise us how such
warrants are not exercisable within 60 days of effectiveness of
this
registration statement.
90. In the beneficial ownership table, please consider providing
varying percentages of post-merger ownership based on the event
that
0% and 32.99% of shareholders elect to exercise their redemption
rights at the merger.

Management`s Discussion and Analysis...of Star Bulk Carriers
Corp.,
page 78
91. The Management`s Discussion and Analysis ("MD&A") section is
one
of the most critical aspects of your disclosure.  As such, we
request
that you revise this section to provide a more detailed executive
overview to discuss the events, trends, and uncertainties that
management views as most critical to Star Bulk`s future revenues,
financial position, liquidity, plan of operations, and results of
operations, to the extent known and foreseeable.  To assist you in
this regard, please refer to the Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.  This guidance is
intended to elicit more meaningful disclosure in MD&A in a number
of
areas, including the overall presentation and focus of MD&A, with
general emphasis on the discussion and analysis of known trends,
demands, commitments, events and uncertainties, and specific
guidance
on disclosures about liquidity, capital resources, and critical
accounting.
92. Please disclose the basis of Star Bulk`s expectation that its
credit facility will bear the stated interest rate.

The International Dry Bulk Shipping Industry, page 83
93. Please represent to us that you have appropriately obtained
the
right to include in your registration statement the information
and
data on the shipping industry published by Drewry.  Clarify any
compensation or fees paid to Drewry for this information.

Star Bulk`s Forecasted Cash Available for Dividends Reserves and
Extraordinary Expenses, page 96
94. In view of the lack of Star Bulk`s lack of operating history,
the
presentation of a detailed projected financial statement does not
appear reasonable and should be deleted.  Projected financial
information may be appropriate when the basis for underlying
assumptions is clearly disclosed and is related to historical
activities, however, the registrant would have to support any
assumptions, especially those that depict a favorable financial
impact, with a sound economic basis.  Please revise.

Capitalization Table, page 100
95. Please provide footnotes to the capitalization table to
explain
the difference in each line item for the As Adjusted columns.  We
note the As Further Adjusted column detailed on page 18.

Dilution, page 101
96. Please provide a note to explain the calculation of $6.65 net
tangible book value per share for Star Maritime at December 31,
2006.
It appears that net tangible book value would be approximately
$4.26
per share based upon total stockholders` equity of $123,533,301
and
29,026,964 shares.

Related Party Transactions, page 102
97. Please file all material related party agreements as exhibits.
98. We note the disclosure on page 66 that you may retain Combine
Marine Inc. for services to be provided immediately after the
delivery of the vessels.  Given the affiliation of Combine Marine
Inc. with management, provide clear disclosure in this section.
99. Briefly summarize the terms of the two charter agreements with
TMT.
100. Provide the disclosure required by Item 404(b) of Regulation
S-
K.
Comparison of Star Maritime and Star Bulk Stockholder Rights, page
108
101. You state that the summary is not a complete statement of the
provisions affecting the rights of shareholders of Star Maritime
and
Star Bulk.  Please provide a discussion of all material
differences
between the shareholder rights of the two companies.
102. We note that in connection with the merger, the rights of
former
Star Maritime shareholders will be governed by Star Bulk`s new
articles of incorporation and bylaws and the Business Corporations
Act of the Marshall Islands.  Among these, as set forth on page
109,
we note that the power to call a special meeting may no longer be
vested in the majority of voting shareholders.  Also, on page 111,
we
note that Star Bulk`s articles of incorporation would require a
supermajority of shareholders to amend certain provisions in the
company`s charter and to remove directors.  It does not appear
that
you intend to separately present these changes as proposals for
shareholders to vote upon.  Please tell us why Proxy Rule 14a-
4(a)(3)
does not require you to "unbundle" matters like these in the case
the
rights of your shareholders will be significantly altered.  In
this
regard, see the Fifth Supplement to the Division of Corporation
Finance`s Manual of Publicly Available Telephone Interpretations
(September 2004).

Comparison of Marshall Islands Corporate Law to Delaware Corporate
law, page 115
103. Please expand the table to highlight any material differences
in
the provisions of BCA and DGCL related to corporate governance,
quorums, class action suits, right to inspect corporate books and
records, right to inspect the shareholder list, right to
dividends,
any limitations on the rights of non-resident or foreign
shareholders
to hold or exercise voting rights of securities, duties of
directors
and officers, and right of directors and officers to obtain
indemnification from the company.  See Item 4(a)(7) of Form F-4.

Tax Considerations, page 118
104. We note the "certain" material US Federal Income Tax
Consequences.  Please remove the reference to "certain" as all
material tax consequences should be addressed in this section.
105. Please identify clearly the specific parts of this section
and
the Summary and Risk Factors sections that constitute your tax
counsel`s opinion.  For example, the disclosure should clearly
state
in each section where counsel`s opinion is given, that "in the
opinion of counsel, Seward & Kissel LLP ..."
106. We note that the opinion indicates that the redomiciliation
merger "should" be treated as a non-taxable reorganization.
Please
explain why counsel cannot give a "will" opinion and provide risk
factor and/or other appropriate disclosure setting forth the risks
to
investors.

Financial Statements
Star Bulk Carriers Corp
Note 1.  General, page F-4
107. Please expand Note 1 to clarify how the redomiciliation
merger
and the acquisition will be accounted for and be reflected in the
financial statements.

Star Maritime Acquisition Corp
Note 3. Stockholders` Equity
Public Offering, page F-14
108. We note that the warrants included in the units sold in your
initial public offering were classified as equity.  Given that the
offer and sale of the warrants and underlying common shares in
your
initial public offering were included in the units being
registered,
the offer and sale of the underlying securities were registered at
the time of effectiveness.   As a result, it appears you will be
required to file timely updates to this registration statement and
deliver a current prospectus at the time such warrants are
exercised.
Please explain how you considered the guidance in paragraphs 14-18
of
EITF 00-19, which would appear to require you to account for the
warrants as liabilities marked to fair value each period through
the
income statement.  Paragraph 14 of EITF 00-19 states that if the
contract allows the company to net-share or physically settle the
contract only by delivering registered shares, it is assumed that
the
company will be required to net-cash settle the contract, and as a
result liability classification will be required.  Paragraph 17 of
EITF 00-19 states that if the contract requires physical or net-
share
settlement by delivery of registered shares and does not specify
any
circumstances under which net-cash settlement is permitted or
required, and the contract does not specify how the contract would
be
settled in the event that the company is unable to deliver
registered
shares, then net cash settlement is assumed if the company is
unable
to deliver registered shares (because it is unlikely that
nonperformance would be an acceptable alternative).  Please tell
us
how if your warrant agreement permits net cash settlement under
any
circumstances and how you have considered the guidance in EITF 00-
19
in your accounting treatment for your warrants.
109. We note that upon completion of the Redomiciliation Merger,
Star
Bulk Carriers Corp (SBCC) will assume the outstanding warrants
issued
in Star Maritime Acquisition`s IPO.  If SBCC`s functional currency
is
not the US dollar and the warrants are to be settled in stock that
trades in US dollars, the warrants would be considered to be dual-
indexed, that is, not solely indexed to the issuer`s own stock
price
but rather also indexed to currency exchange rates and in that
instance would not meet the scope exception under paragraph 11a of
SFAS 133, requiring derivative accounting for the warrants at fair
value.  Please review the March 14, 2007 FASB Board Meeting
Minutes
regarding Statement 133 Implementation Issue- Whether Embedded
Conversion Options are Indexed to Both an Entity`s Own Stock and
Current Exchange Rates and consider whether additional disclosure
is
required requiring the proposed accounting for the warrants to be
assumed by SBCC.  Please note that although the issue was raised
in
the context of a convertible bond, it applies equally to
freestanding
instruments.

Financial Statement Updating
110. Please refer to the guidance in Item 8 of Form 20-F with
respect
to updating the financial statements of Star Bulk Carriers Corp
and
the guidance in Rule 3-12 of Regulation S-X with respect to
updating
the financial statements of Star Maritime Acquisition Corp.

Appendices
111. The Master Agreement and the Agreement and Plan of Merger
should
include the list of schedules omitted and briefly describe the
contents of the omitted schedules.  There should also be an
agreement
to furnish supplementally a copy of any omitted schedule to the
Commission upon request.  We direct your attention to Item
601(b)(2)
of Regulation S-K.

Undertakings
112. Presently, your undertakings include inappropriate qualifying
language.  Please revise your undertakings pursuant to Item
512(a)(1)
of Regulation S-K.

Signatures
113. The Form F-4 must be signed by the chief executive officer,
chief financial officer, chief accounting officer, and at last a
majority of the board of directors.  Please provide the
appropriate
signatures.

Exhibit 5.1
114. Counsel`s assumptions are too broad in so far that it appears
to
have assumed material facts underlying the opinion.  Please
represent
to us that counsel has not assumed material facts underlying the
opinion that are readily ascertainable.
115. Counsel has opined that the shares "have been duly
authorized,
and...will be validly issued."  In addition, counsel must opine
whether the securities will, when sold, be fully paid and non-
assessable.  Also, clarify that the laws of the Marshall Islands
includes the statutory provisions, all applicable provisions of
the
Marshall Islands Constitution and reported judicial decisions
interpreting those laws.  Please revise.
Exhibit 8.1
116. It is inappropriate for tax counsel to merely affirm that the
tax discussion in certain risk factor discussions in the
prospectus
"accurately states" its views as to the tax matters discussed
therein.  Tax counsel must unequivocally opine on the tax
consequences, not the manner in which they are described in the
prospectus.

Exhibit 23.1
117. You are reminded that currently dated consents of the
independent accountants with typed signature should be included in
any amendment to the registration statement

Exchange Act Reports
Exhibits 31.1 and 31.2
118. We note that the certification in your Form 10-K for the year
ended December 31, 2006 does not use the amended language that is
required by Item 601(b)(31) of Regulation S-K.  In future filings
on
Form 10-K, please revise paragraph 4(d) to state that you have
disclosed in the report any change in the registrant`s internal
control over financial reporting that occurred during the
registrant`
most recent fiscal quarter (the registrant`s fourth fiscal quarter
in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant`s internal
control over financial reporting.

General  Accounting Comment
119. The company`s filings under the Exchange Act should also be
revised to comply with the above accounting comments as necessary.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer, Staff Accountant, at (202)
551-
3237 or Tia Jenkins, Senior Assistant Chief Accountant, at (202)
551-
3871 if you have questions regarding comments on the financial
statements and related matters.  Please contact Pradip Bhaumik,
Attorney-Advisor, at (202) 551-3333 or Pamela Howell, Special
Counsel, at (202) 551-3357 with any other questions.

      					Sincerely,



      					John Reynolds
      					Assistant Director

cc.	Gary J. Wolfe, Esq.
	Seward & Kissel LLP
	Fax:  (212) 480-8421
Prokopios (Akis) Tsirigakis
Star Bulk Carriers Corp.
April 12, 2007
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