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<SEC-DOCUMENT>0000000000-05-064328.txt : 20060928
<SEC-HEADER>0000000000-05-064328.hdr.sgml : 20060928
<ACCEPTANCE-DATETIME>20051229110503
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-064328
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051229

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EUROSEAS LTD.
		CENTRAL INDEX KEY:			0001341170
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		AETHRION CENTER, 40 AG.
		STREET 2:		KONSTANTINOU STREET, 151 24
		CITY:			MAROUSSI
		STATE:			J3
		ZIP:			00000
		BUSINESS PHONE:		011 30 210 6105110

	MAIL ADDRESS:	
		STREET 1:		AETHRION CENTER, 40 AG.
		STREET 2:		KONSTANTINOU STREET, 151 24
		CITY:			MAROUSSI
		STATE:			J3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>




Mail Stop 3561
            December 28, 2005

Via Facsimile and U.S. Mail
Aristides J. Pittas
Chief Executive Officer
Euroseas Ltd.
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi, Greece

Re: 		Euroseas Ltd.
		Amendment No. 1 to the Registration Statement on Form F-
1
		File no. 333-129144
		Amendment No. 1 to the Registration Statement on Form F-
4
		File no. 333-129145
      Filed December 5, 2005

Dear Mr. Pittas:

      We have reviewed your amended filings and have the following
comments.  Where indicated, we think you should revise your
document
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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      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 filings.  We look forward to
working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

		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 supplemental 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.

Form F-1

General
1. We reissue our prior comment 2 in part.  Disclose the various
factors considered in determining the offering price for the
securities.  Also, please condense the summary offering section on
page 1 of the summary.  It should not be identical to the section
later in the document on page 67, and it should not be
unnecessarily
repetitive with the cover page disclosure.

Our Competitive Strengths, page 2
2. Please provide further clarification as to what you mean by the
statement that the Pittas family has operated the business
profitably
"for many of those" 125 years.

Dividend Policy, page 3
3. Please tell us, and disclose as necessary, whether your plans
to
purchase additional vessels will impact your dividend policy, and
if
so, by how much.

Recent Developments, page 3

4. Reference is made to your November 2005 acquisition of the
vessel,
Artemis, for $20.65 million.  As this vessel`s acquisition cost is
substantial in comparison to your seven other vessels` combined
net
book value at June 30, 2005, expand the disclosure in the filing
to
discuss in more detail the significance of this type of vessel to
your operations and explain why the purchase price would be
considered reasonable in relation to the historical book value of
the
other individual vessels included in your historical financial
statements.  Also, supplementally advise as to your basis why this
acquisition of Artemis should not be considered the acquisition of
a
business in which historical financial statements would be
required.
5. Please clarify in your expanded disclosure of the merger with a
public shell company that the public shell company was Cove.
Further, please integrate paragraphs 2 and 3 of this section to
provide a more cohesive discussion of the merger, and include an
unequivocal statement that the merger was a condition to the
private
placement, if true.  Also, consider providing subsection headings
for
the various recent developments because the information is
currently
difficult to follow.


Because the Republic of the Marshall Islands . . ., page 18
6. Please revise the narrative to describe the material adverse
differences in shareholder rights and protections to which you
refer.

Capitalization and Dilution, page 22
7. Please reconcile, in the filing, the 1,079,167 shares to be
issued
to the shareholders of Cove in the Merger, with the `up to
818,604`
common shares on the cover page of the filing.  We refer you also
to
related comments below on the Form F-4 registration statement.

Selected Historical Financial Information, page 24
8. We have reviewed your response to prior comment 18.  You should
disclose the reasons why the selected financial data for the
earliest
two years of the five-year period have been omitted from the
filing.
See Instruction to Item 3.A. of the Form 20-F.

Management`s Discussion and Analysis, page 26

Amortization of Deferred Drydocking Costs, page 28
Critical Accounting Policies:  Deferred Drydock Costs, page 37
9. We have reviewed your response to prior comment 33 and the
additional disclosure provided in the filing.  However, we believe
that the "costs of hiring riding crews to effect repairs on a
vessel
and parts used in making such repairs" are tantamount to being
repair
and maintenance costs that should be analyzed under your "repair
and
maintenance" accounting policy as disclosed in Note 2 to your
audited
financial statements, and should be evaluated as to whether they
are
capitalizable or expendable as incurred costs to the extent they
do
not significantly extend or improve the vessel`s useful life.  The
fact that certain basic repair and maintenance activities are
performed in route to or during regulatory dry docking should not
affect how you account for the associated costs.  We consider
deferred drydock costs as those direct costs you incur solely as a
result of the regulatory requirement that a vessel be inspected,
as
opposed to costs that you elect to incur at the time of the
drydocking out of convenience to your business operations.  Please
revise your policy and description of deferred drydock costs on a
going forward basis to disclose the change in accounting policy
and
indicate the reason why the historical financial statements have
not
been restated (i.e., Company determined impact of restating was
not
material to its operating income and net income for any prior
periods
presented).  Supplementally confirm to us that you will comply.

Cash Flows, page 30
10. We note your revised disclosures made in response to prior
comment 29.  Please also disclose the expected repayment period of
the $4.0 million receivable from related parties, and identify the
related party involved.  It is unclear to us why there is a
receivable at June 30, 2005, given that the monies were deposited
into the bank accounts of Silvergold Shipping, Inc., a previously
consolidated entity, and why the funds were not released to the
Company at the time of Silvergold`s final dividend to its
shareholders at May 31, 2005.  Please explain and expand the
disclosure accordingly, here and in Note 4 to your June 30, 2005
interim financial statements.

Dividend Policy, page 32

11. Expand the second paragraph to disclose the anticipated
aggregate
dividend amount to be paid, as reflected in the pro forma column
in
the capitalization table.

Business, page 37
12. We reissue our prior comment 34.  Expand disclosure to more
fully
describe your international operations and port calls made by your
vessels in areas such as the Arabian Gulf, the South China Sea the
Asia Pacific region generally.  On page 9, you indicate that an
economic slowdown in the Asia Pacific region could materially
reduce
the amount and/or profitability of your business.  Please provide
a
separate section that describes the extent of your international
operations so that investors are able to gauge the extent of the
risks you cite.
13. Please expand disclosure to describe how your recent
acquisition
of the vessel Artemis relates to your operations.

Tax Considerations, page 55
14. Refer to the last paragraph on page 66.  Please replace the
phrase that each stockholder "should consult" his or her own tax
advisor, with something more permissive; for example, that you
"encourage," "recommend" or "suggest" that investors consult their
own tax advisor.

Notes to the Consolidated Financial Statements, page F-7
Note 17(6). Dividend and Authorization of Reverse Stock Split,
page
F-22
15. Refer to the second paragraph.  The proposed reverse common
stock
split should be disclosed in the forepart of the filing with the
necessary disclosures as to it having been authorized by the
Board,
and disclose the date declared, and that Management has the
decision
to decide if and when such reversal will take place, if at all.
Disclose that no effect has been given to the proposed reverse
stock
split in the filing.

June 30, 2005 Interim Financial Statements

Consolidated Statements of Shareholders` Equity, page F-32
16. We note you have revised this statement to re-allocate the
amount
of dividend distribution between paid-in capital and retained
earnings.  As such, please also revise the related June 30, 2005
balance sheet and related financial information throughout the
filing, where applicable.  Also, please revise the presentation
included in the Form F-4 registration statement at page F-46 to
ensure allocation consistency with that of the Form F-1.

Age of Financial Statements
17. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X.

Accountants` Consents
18. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Reference is made to Rule 402 of Regulation C.

Exhibits
19. Please file the legality and tax opinions, or forms of those
opinions, with the next amendment in order to give the staff
sufficient time to review those documents.

Form F-4

General

20. Please revise this filing to comply with our comments issued
on
the Form F-1 Registration Statement, File No. 333-129145, as
applicable.  In addition, please revise the Form F-4 for the
following comments.

21. We have reviewed your response to prior comments 50 and 51.
It
is unclear where the applicable disclosure is reflected in the
Form
F-1 registration statement.  As such, please include the first,
second, fourth and fifth sentences of your response to prior
comment
50, in the Form F-1 in order to clarify that a total of 1,079,167
newly issued common shares of Euroseas may be issued in the
merger,
with 818,604 of those shares being issued to certain affiliates of
Cove that will be subject to a one-year holding period and the
remaining 260,563 share being issued to non-affiliates of Cove
that
will not be subject to the one-year holding period.  Also,
specifically disclose that only the 818,604 shares are being
registered for resale and are considered to be included under the
designation of Selling Shareholders.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
33

22. We have reviewed your response to prior comment 54 and note
your
disclosures therein.  However, please tell us the value
attributable
to the warrants that are classified within "additional paid-in
capital" and tell us why you believe the registering of the common
shares underlying the warrants under the Form F-1 registration
statement does not result in a public equity market for trading of
the securities.

Financial Statements

Cove Apparel, Inc., page F-1

23. We have reviewed your response to prior comment 56 and note
that
you will include the audited report of Cove`s prior auditors for
the
fiscal year ended September 30, 2003 along with their consent to
the
use of their report in your next amendment to the Form F-4
registration statement.

Financial Statements

Euroseas Ltd.

Note 17(3). New Loans, page F-34

24. As appropriate, revise the last paragraph of Note 17(3)(a),
and
(b), to ensure consistency of the language with that disclosed in
the
respective paragraphs of the financial statement footnote included
in
the Form F-1 registration statement.

Age of Financial Statements

25. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X.

Accountants` Consents

26. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Reference is made to Rule 402 of Regulation C.

Closing

      As appropriate, please amend the 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action 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 a 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 Beverly Singleton, Staff Accountant at (202)
551-3328, or Lyn Shenk, Assistant Chief Accountant at (202) 551-
3380
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Johanna Vega Losert at (202)
551-3325, Attorney-Advisor, or me at (202) 551-3814 with any other
questions.

      				Sincerely,



      				Sara W. Dunton
      				Attorney- Advisor
??

??

??

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Aristedes J. Pittas
Euroseas Ltd.
December 28, 2005
Page 8 of 8



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