CORRESP 29 filename29.htm

    STEPHEN P. FARRELL
    212-309-6050
    sfarrell@morganlewis.com
    ------------------------

    April 21, 2005

    Mr. Paul Dudek
    Chief, Office of International Corporate Finance
    United States Securities and Exchange Commission
    450 Fifth Street, N.W., Stop 3-2
    Washington, D.C. 20549

    Re:  StealthGas Inc. - Confidential Submission of Registration Statement
         on Form F-1
         -------------------------------------------------------------------

    Dear Mr. Dudek:

    On behalf of our client, StealthGas Inc., a company organized under the laws of
    the Republic of the Marshall Islands and a "foreign private issuer" (the
    "Company"), enclosed please find 10 copies of the proposed Registration
    Statement on Form F-1 relating to the Company's public offering of common stock.

    The delivery hereby does not constitute a formal, public filing with the United
    States Securities and Exchange Commission (the "SEC"), but rather a confidential
    submission for review in accordance with Securities Act Release No. 33-7053 in
    order to obtain your staff's preliminary observations on the enclosed. The
    Company intends to follow up this preliminary confidential submission with a
    formal, public filing after receipt of the Staff's comments thereon.

    The Company currently anticipates that it will request the SEC to declare
    effective the Registration Statement on Form F-1 in June 2005.

    The Company's financial statements included in the F-1 Registration Statement
    have been prepared in accordance with United States generally accepted
    accounting principles and have been audited by Deloitte & Touche, the Company's
    independent accountants. Peter Pardo of Deloitte & Touche may be contacted at 44
    (20) 7007 0730.

    On behalf of the Company, please allow us to express our appreciation of your
    attention to this matter and your willingness to provide a confidential
    pre-filing review of the F-1 Registration Statement.

    We are enclosing three copies of a letter to Craig Olinger, Deputy Chief
    Accountant, requesting the Staff's advice as to whether the Company, if it
    elects to purchase two vessels currently subject to charter, would be required
    to provide historical financial information for periods prior to the acquisition
    of these vessels.

    Please acknowledge receipt of this filing by date-stamping the enclosed copy of
    this letter and returning it to me in the enclosed self-addressed stamped
    envelope.

    If you have any questions or comments regarding this matter, please contact me
    at (212) 309-6050.

    Very truly yours,

    /s/ Stephen P. Farrell

    Enclosure

    cc:  StealthGas Inc.
         Millbank, Tweed, Hadley & McCloy LLP
         Deloitte & Touche

    STEPHEN P. FARRELL
    Tel: (212) 309-6050
    sfarrell@morganlewis.com

    April 21, 2005

    Mr. Craig C. Olinger
    Deputy Chief Accountant
    Division of Corporation Finance
    Securities and Exchange Commission
    450 5th Street N.W.
    Washington, D.C. 20549

    RE:  StealthGas Inc.
         ---------------

    Dear Mr. Olinger:

         I am writing you on behalf of our client, StealthGas Inc., a recently
    formed Marshall Islands company ("StealthGas"), which has assembled a fleet of
    liquefied petroleum gas carriers ("LPG carriers") and which is today
    confidentially submitting to the Commission a registration statement on Form F-1
    with the intention of registering its common stock for an initial public
    offering in the United States. A copy of that registration statement accompanies
    this letter.

         We are advised by our client as follows:

         The vessels carry various liquefied petroleum gas products including
    propane, butane, ammonia, butadiene, propylene and vinyl chloride. Four of the
    ships were acquired by privately-owned affiliates of StealthGas between October
    and December 2004. Another ship was acquired by StealthGas in February 2005 and
    an additional three ships were acquired in April 2005. StealthGas will acquire
    another ship in May 2005. The privately-owned affiliates which acquired the four
    ships in 2004 were contributed to StealthGas. Each of these privately-owned
    affiliates was formed for the sole purpose of acquiring the related vessel and
    each had no operating history prior to the acquisition of the related vessel.
    The affiliates were controlled by the Vafias family of Athens, Greece which has
    over 30 years' experience in owning and managing on a private basis a large
    fleet of drybulk carriers and oil product tankers. A member of the Vafias family
    is the chief executive officer of StealthGas and the beneficial owner of all
    outstanding shares of StealthGas.

    Securities and Exchange Commission
    Page 2

         The registration statement which StealthGas is submitting contains audited
    financial statements, prepared in accordance with U.S. GAAP, for the period from
    October 12, 2004 through December 31, 2004, covering the four LPG carriers
    acquired last year and reflecting the Vafias Group affiliated companies that
    owned and operated the four LPG carriers, in accordance with generally accepted
    accounting principles. The acquisitions of these four affiliated companies by
    StealthGas represent transactions between entities under common control and, in
    accordance with SFAS No. 141, "Business Combinations," paragraphs D14-D18, the
    financial statements of StealthGas have been prepared as if the affiliated
    companies were contributed to StealthGas on the dates the vessels were acquired
    by the affiliated companies. (See Note 1 to the consolidated financial
    statements included in the registration statement). StealthGas will amend its
    registration statement to include unaudited financial statements for the first
    calendar quarter of 2005, covering those four LPG carriers as well as the
    operations of the additional LPG carrier acquired in February 2005 from its
    acquisition date.

         As discussed in its registration statement, subsequent to completion of the
    initial public offering, StealthGas is considering acquiring up to three
    additional LPG carriers. Two of those vessels, if acquired by StealthGas, will
    be subject to existing time charters at the time of their acquisition. Since
    acquisitions of carriers are structured as asset purchase transactions,
    acquisitions of carriers that are subject to existing time charters must include
    assignments of the charters (with the charterers' consents) to the purchaser.
    One of the ships subject to a charter was delivered and its charter assigned to
    a Vafias Group affiliate in October 2004. The other vessel will be acquired in
    May 2005 by the Vafias Group. No final decision has been made at this time as to
    whether these ships will become part of the StealthGas fleet; if they do not,
    they would continue to be owned and operated by the Vafias Group on a private
    basis.

         StealthGas has concluded that its acquisitions of the eight ships in its
    existing fleet and the ship to be acquired in May 2005, all of which were or
    will be delivered charter free by their various prior owners, are acquisitions
    of "assets" and not of "businesses" under Rule 11-01(d) of Regulation S-X.

         The purpose of this letter is to request the Staff's concurrence with
    StealthGas's conclusion that the possible acquisitions of the two vessels
    subject to existing charters are not acquisitions of a "business" under Rule
    11-01(d) of Regulation S-X and, accordingly, the presentation in the
    registration statement of historical financial statements for the vessels under
    Rule 3-05 of Regulation S-X and of pro forma combined financial information
    under Article 11 of Regulation S-X is not required.

                                         SUMMARY
                                         -------

         The following summarizes StealthGas's position with respect to the possible
    acquisition of the two additional LPG carriers, which would be subject to
    existing charters:

    1.   In the shipping industry, vessels are invariably sold to unaffiliated
         purchasers in asset

    Securities and Exchange Commission
    Page 3

         transactions since vessel purchasers do not wish to risk inheriting any
         liabilities arising from a prior owner's operation of a ship. Since asset
         sales are the norm, StealthGas believes that vessel purchasers are rarely
         shown any historical financial statements relating to any purchased vessel.
         With respect to the acquisition of the eight vessels in its current fleet,
         and the additional vessels it is considering acquiring, StealthGas did not
         request nor did it receive any historical financial statements. Moreover, a
         prior owner's financial results have little relevance to the new owner
         since the ship will have a new crew, new commercial and technical
         management, new insurance coverage, new financing, new flag or registry,
         etc. and the new owner's own fleet size, location and operational structure
         will dictate very different economies of operation and scale.

    2.   One of the two LPG carriers subject to existing charters that StealthGas
         may acquire from Vafias Group affiliates was acquired in October 2004 by a
         Vafias Group affiliate pursuant to a memorandum of agreement (the standard
         form of ship sale contract used in the shipping industry) that was signed
         in September 2004. A Vafias Group affiliate signed a memorandum of
         agreement in March 2005 for the ship to be delivered in May 2005. The two
         purchases were not conditioned on one another, although the Malaysian
         seller is the same. The Malaysian seller is not related in any way to the
         Vafias Group or to StealthGas.

    3.   Each Vafias Group affiliate that acquired or will acquire one of the two
         vessels subject to charter is acquiring only the stores, bunkers (fuel),
         and lubricants on board. The prior owner's crews, shore personnel and other
         employees will not be employed by the purchasers after the vessels'
         delivery. Upon delivery, each vessel has been or will be renamed and
         re-registered or re-flagged. No trademarks or tradenames are being
         acquired. In addition, any relevant insurance coverage and financing have
         been or will be changed upon delivery. Both the commercial management
         (i.e., chartering and shore-based management) and the technical management
         (day-to-day operation of the vessels) have been changed (in the case of the
         already delivered vessel) and will be changed upon vessel delivery (in the
         case of the vessel being delivered next month). In short, apart from the
         revenue streams from the charters, the business attributes stemming from
         the vessels' earlier operations will not survive their change in ownership.

    4.   Although the two LPG carriers that StealthGas is considering acquiring are
         subject to existing charters, the existing charters do not convert the
         acquisition of the carriers into acquisitions of businesses. One of these
         existing charters, which expires in March 2006, is with a major oil
         company; the other, which expires in May 2006, is with a Korean trading
         company. While the revenue streams remain the same after the assumption of
         the charters, every other significant item affecting the operation and
         overhead for the ships (i.e., officers, crew, commercial and technical
         management, insurance, financing and debt service, registry, etc.) changed.
         Consequently, the operating results under the ships' former owner (located
         in Malaysia) would be of limited relevance to StealthGas or to investors in
         StealthGas and were not considered by the Vafias Group when they agreed to
         acquire the ships.

    Securities and Exchange Commission
    Page 4

    This letter provides additional information about the possible acquisitions of
    the two ships subject to existing charters and StealthGas's analysis of the
    nature of the revenue producing activities and the factors described in Rule
    11-01(d) of Regulation S-X pertaining to whether businesses would thereby be
    acquired. As described below, StealthGas believes that there is insufficient
    continuity of the two vessels' operations prior to and after their acquisition
    to conclude that disclosure of prior financial information would be material to
    an understanding of its future operations with those two ships. Accordingly, it
    believes that historical financial statements of these vessels are not required
    to be included in the StealthGas registration statement as the transactions do
    not constitute acquisitions of businesses for the purposes of Rule 3-05.

    Background

         StealthGas has a fleet of nine LPG carriers, eight of which have been
    delivered to date. LPG carriers carry a variety of petroleum gas products,
    including propane, butane, butadiene, isopropane, propylene and vinyl chloride
    monomer which are byproducts of the production of oil and natural gas. These
    products have a variety of industrial and other uses, including space heating,
    cooking, water heating, process heating and the manufacture of plastics.

         Management of vessels is broken down into two categories: (i) the
    commercial management, which relates to the shore-based administration and
    chartering of a ship, and (ii) the technical management, which relates to the
    physical operation and maintenance of the vessel. StealthGas has contracted with
    Stealth Maritime, a Vafias Group company, to provide overall management of the
    vessels in StealthGas's fleet for a daily per ship charge. Stealth Maritime has
    subcontracted the technical management of the StealthGas fleet to V. Ships
    (Cyprus) and Tesma (Singapore), which are independent ship management companies
    not affiliated with the Vafias Group or with StealthGas. These technical
    managers did not manage the two vessels for their prior owner. Under the
    agreements with these technical managers, Stealth Maritime will pay each
    technical manager a fixed fee per ship each month, plus reimbursement of their
    costs. The managers are responsible for the crewing, operation and maintenance
    of the vessels under their control.

    Possible Acquisitions

         With respect to the two ships subject to existing charters which StealthGas
    is considering acquiring, no contracts of any kind were or will be assumed other
    than their charters. StealthGas will not assume any trade names, trademarks,
    copyrights or other intellectual property in connection with the acquisition of
    the two vessels. Each of the vessels has been or will be renamed and re-flagged
    or re-registered. Summary information about the two ships is as follows:

    Securities and Exchange Commission
    Page 5

    <TABLE>

                                                  HISTORICAL PURCHASE
                                                  -------------------
                         ACQUISITION DATE               PRICE                   EMPLOYMENT          CHARTER RATES
                         ----------------               -----                   ----------          -------------

    Gas Prodigy          October 2004            $   9.0 million              Time charter        $4,167
                                                                              Expires 3/06        per day

    Gas Oracle           May 2005                $   5.0 million              Time charter        $3,801
                                                                              Expires 5/06        per day
    </TABLE>

         While the per month revenue streams under the two charters is known through
    the respective charter termination dates, commercial and technical management,
    crews, insurance, financing, debt service, etc. and the attendant costs and
    expenses, StealthGas believes, will be different from what the vessels' prior
    owner experienced. Moreover, as to the Gas Prodigy, which was delivered in
    October 2004, the operating results under Vafias Group management since its
    delivery are available and, if the vessel were to be included in the StealthGas
    fleet, its operating results would be retroactively reflected in the StealthGas
    registration statement since the affiliate and StealthGas are under common
    control. The Vafias Group's daily operating costs for the Gas Prodigy, which
    would be reflected in the registration statement, have been $2,636. StealthGas
    believes that these actual results are more clearly indicative of the results
    that can be expected on a going forward basis than what the former Malaysian
    owner experienced. The Vafias Group's results for the Gas Prodigy are also quite
    relevant to the Gas Oracle, which will be delivered in May 2005, since the Gas
    Prodigy and the Gas Oracle are "sister ships" (built at the same time by the
    same shipyard under the same specifications) and thus their running costs should
    be very similar.

    Application of Rule 11-01(d)
    ----------------------------

         Rule 11-01(d) of Regulation S-X requires the presentation of audited
    financial statements of a significant business that has been acquired and
    provides that the determination as to whether a "business" has been acquired
    should be performed "in light of the facts and circumstances involved and
    whether there is sufficient continuity of the acquired entity's operations prior
    to and after the transactions so that disclosure of prior financial information
    is material to an understanding of future operations". In arriving at its
    conclusion that the acquisitions of the Gas Prodigy and the Gas Oracle would not
    constitute acquisitions of businesses, the facts and circumstances StealthGas
    considered included (i) whether the nature of the revenue producing activities
    will remain generally the same as before the acquisitions, (ii) whether any of
    the attributes described in Rule 11-01(d)(2) will remain with the two vessels
    after the acquisitions, and (iii) the materiality of prior financial information
    to an understanding of future operations. A description of these attributes is
    detailed below.

    Securities and Exchange Commission
    Page 6

         Nature of Revenue Producing Activities:

         The use of the two LPG carriers will remain the same during the remaining
    terms of their respective charterers. The charter for the Gas Prodigy delivered
    in October 2004 began in March 2004 and will terminate in March 2006; the
    charter for the Gas Oracle to be delivered in May 2005 began in May 2004 and
    will end in May 2006.

         The charter rates for the two LPG carriers were apparently negotiated in
    the spring of 2004 and will be disclosed in StealthGas's registration statement.
    During the ensuing 12 months, charter rates have changed significantly. The
    changes in the charter market for LPG carriers are discussed in the section
    entitled "The International Gas Carrier Industry" in the prospectus included in
    StealthGas's registration statement. With the volatility in the charter rates,
    StealthGas does not believe that historical revenue streams based on year old
    charter rates, coupled with another owner's cost structure, will give investors
    information from which they can reliably assess performance of the ships
    following termination of the respective charters next spring or assess the
    likely future performance of other StealthGas carriers.

    Analysis of Attributes described in Rule 11-01(d)(2):

         I)   Physical Facilities. The primary physical facilities are the ships
              themselves. However, StealthGas will operate out of different office
              locations from those of the prior owner, which was located in
              Malaysia. In addition, each of StealthGas's technical managers, V.
              Ships (Cyprus) and Tesma (Singapore), neither of which was employed by
              the prior owner, has its own office facilities.

         II)  Employee Base. Upon the transfer to the Vafias Group of the vessel
              delivered in October 2004, the crew and officers were changed. The
              crew and officers will be changed upon delivery of the other ship in
              May 2005. Stealth Maritime, a Vafias Group affiliate, has its own
              personnel who will be involved in the commercial management of the two
              ships as well as the remaining ships in the StealthGas fleet. V. Ships
              (Cyprus) and Tesma (Singapore), the subcontracted technical managers,
              each have their own staffs as well.

         III) Market Distribution System. See "Sales Force" below.

         IV)  Sales Force. Stealth Maritime, as commercial manager, will engage
              independent charter brokers to find employment for the two ships
              following the expiration of their respective charters. These brokers
              will operate under guidelines established by StealthGas and Stealth
              Maritime for the entire StealthGas fleet.

    Securities and Exchange Commission
    Page 7

         V)   Customer Base. The two vessels subject to existing charters, which
              StealthGas is considering acquiring, have and will have the same
              charters. The respective charter rates will remain the same. However,
              StealthGas did not acquire any customer lists from the prior owner and
              when the charter terms end, StealthGas will remarket the vessels to
              its existing customer base.

         VI)  Operating Rights. Both vessels are free to operate and trade in
              international jurisdictions around the world provided their
              classifications meet the appropriate safety standards for a specific
              region. The vessels operate under different flags and different owning
              companies from those established by the previous owner. The name of
              each ship has been or will be changed.

         VII) Production Techniques. In the shipping industry, the production
              process comprises both the commercial management (including
              chartering) and the technical management of a vessel. As noted above,
              the management structure has or will be changed completely.

         VII) Tradenames. StealthGas did not, and will not, assume any tradenames,
              trademarks, copyrights or other intellectual property in connection
              with the acquisition of either of the vessels. Each of the vessels has
              been or will be renamed and re-flagged.

    Materiality of prior financial information to an understanding of future
    operations

    A shipowner's profitability is driven in large part by its management practices
    and cost controls. The principal variable expense items for shipping companies
    are vessel operating expenses and general and administration costs. Vessel
    operating expenses are the operating costs (crew, provisions, stores,
    lubricants, insurance, maintenance and repairs) that are borne by the shipowner.
    They can vary considerably from owner to owner and are driven by individual
    factors such as crew selection, technical manager and repair and maintenance
    practices and expenditures as well as by the size of the owner's fleet and
    management organization (i.e., economies of scale and economic leverage),
    location and similar factors.

    General and administrative costs also can vary considerably from owner to owner
    depending on where the manager is located and the geographic areas in which the
    carriers operate. In addition, the size of the fleet under management can drive
    economies of scale and affect the amounts and relative significance of these
    expenses.

    In short, the prior operating results of ships that were generated by an
    unrelated owner in Malaysia, which operated them as part of a different fleet
    with a different commercial and technical management structure, operating costs
    and overheads, are of little relevance to StealthGas or to investors in
    StealthGas. StealthGas will have access to the economies of scale enjoyed by the
    Vafias Group's 30 ship fleet and will impose its own management and cost
    structure on the vessels.

    Securities and Exchange Commission
    Page 8

    Conclusion
    ----------

         For the reasons described above, StealthGas believes that the operating
    results of the two vessels should be substantially different following their
    acquisition. Moreover, StealthGas is unable to obtain the historical financial
    statements covering the previous operation of the vessels from their prior
    owner. The disclosure of such information was not relevant to the Vafias Group
    when it negotiated the acquisitions and, in StealthGas's view, is not indicative
    of the operating results of the vessels under Vafias Group management as
    discussed above. StealthGas's costs, financing, and management structure are
    different from those of the prior Malaysian owner. StealthGas therefore believes
    that disclosure of historical financial information, which is not available to
    it, is neither material nor informative to investors. If StealthGas acquires
    these carriers subject to charters, it will reflect the Vafias Group affiliate
    that acquired Gas Prodigy in its financial statements included in the
    registration statement since the results of the Gas Prodigy after its
    acquisition by the Vafias Group affiliate in October 2004 will be relevant to an
    understanding of StealthGas's future operations.

         Accordingly, StealthGas requests the Staff's concurrence with its
    conclusion that the acquisition of the Gas Prodigy and the Gas Oracle subject to
    charters would not constitute acquisitions of a "business" as that term is
    defined in Rule 11.01(d) of Regulation S-X for purposes of the requirements in
    Rule 3-05 and Article 11 of Regulation S-X that financial statements and pro
    forma financial information be included in a registration statement. In the
    event the Staff concurs with StealthGas's conclusion, StealthGas will include in
    its registration statement a description of the transactions and the assets
    acquired, the reasons for the transactions, and an explanation of why historical
    and pro forma financial statements of the operations would not be relevant to
    current or potential investors. To the extent practicable, it will also include
    a description of the anticipated effects of the transaction on operating
    results, financial condition, liquidity and capital resources.

         StealthGas's independent accountants are Deloitte & Touche LLP and they
    have reviewed this letter.

         If you would like a copy of any of the memoranda of agreement, any charter
    or any other document or information, please contact the undersigned.

                    Thank you for your kind attention to this matter.

                                                     Very truly yours,

                                                     /s/ Stephen P. Farrell

    cc:  Christine Davine - Deloitte & Touche
         StealthGas Inc.

    STEPHEN P. FARRELL
    212-309-6050
    sfarrell@morganlewis.com
    ------------------------

    June 15, 2005

    Mr. Max A.Webb
    Chief, Office of International Corporate Finance
    United States Securities and Exchange Commission
    100 F Street, N.E. Washington, D.C. 20549

    Re:  StealthGas Inc. - Confidential Submission of Registration Statement on
         Form F-1
         ----------------------------------------------------------------------

    Dear Mr. Webb:

    On behalf of our client, StealthGas Inc., a company organized under the laws of
    the Republic of the Marshall Islands and a "foreign private issuer" (the
    "Company"), enclosed please find three (3) clean copies of the amended
    Registration Statement on Form F-1 relating to the Company's public offering of
    common stock and three (3) black-lined copies marked against the copy submitted
    on April 21, 2005. The delivery hereby does not constitute a formal, public
    filing with the United States Securities and Exchange Commission (the "SEC"),
    but rather a confidential submission for review in accordance with Securities
    Act Release No. 33-7053 in order to obtain your staff's observations on the
    enclosed. The Company intends to follow up this amended confidential submission
    with a formal, public filing after receipt of the Staff's comments thereon.

    The Company currently anticipates that it will request the SEC to declare
    effective the Registration Statement on Form F-1 in July 2005.

    The Company's financial statements included in the F-1 Registration Statement
    have been prepared in accordance with United States generally accepted
    accounting principles and have been audited by Deloitte Hadjipavlou, Sofianos &
    Cambanis S.A., the Company's independent accountants. George D. Cambanis of
    Deloitte Hadjipavlou, Sofianos & Cambanis S.A. may be contacted at +30 (210)
    6781 226.

    On behalf of the Company, please allow us to express our appreciation of your
    attention to this matter and your willingness to provide a confidential
    pre-filing review of the F-1 Registration Statement.

    Please acknowledge receipt of this filing by date-stamping the enclosed copy of
    this letter and returning it to me in the enclosed self-addressed stamped
    envelope.

    If you have any questions or comments regarding this matter, please contact me
    at (212) 309-6050.

    Very truly yours,

    /s/ Stephen P. Farrell

    Enclosure
    cc:  StealthGas Inc.
         Millbank, Tweed, Hadley & McCloy LLP
         Deloitte & Touche

                                     STEALTHGAS INC.

                                  RESPONSES TO COMMENTS
                                  ---------------------

    The following are the responses of the Registrant to the May 24, 2005 letter of
    the Staff of the Securities and Exchange Commission. Page numbers refer to the
    prospectus included in the revised Registration Statement confidentially
    submitted herewith. Where a change has been made in response to a comment,
    conforming changes have been made to similar disclosure elsewhere in the
    document.

    General
    -------

    1.   Update the financial statements, as necessary, to comply with Rule 3-12 of
         Regulation S-X at the effective date of the registration statement.

    The financial statements of the Company and its consolidated subsidiaries
    included in the Registration Statement have been updated to include the period
    through March 31, 2005. If necessary in order to comply with Rule 3-12 of
    Regulation S-X, the Company will further update its financial statements prior
    to the effective date of the Registration Statement.

    2.   Please include a currently dated consent in the registration statement
         prior to requesting effectiveness.

    Noted.

    Front Cover
    -----------

    3.   Please provide us with any artwork that you intend to use. The inside front
         cover artwork should be clear illustrations of your product or business
         with concise language describing the illustrations. Artwork that does not
         convey the business purpose and language that strays beyond a limited scope
         will not be appropriate inside the front cover. Please refer to Section
         VIII of the Division of Corporation Finance March 31, 2001 Current Issues
         and Rulemaking Projects Quarterly Update available at www.sec.gov.

    The Company advises the Staff that it does not intend to include artwork in the
    Registration Statement.

    Prospectus Summary
    ------------------

    4.   We refer to the first sentence under this heading. This section should
         summarize the key and not some of the information that appears in the
         prospectus. Please revise.

    The Company has revised the first sentence under the heading "Prospectus
    Summary" on page 1 to refer to "key" information rather than "some" information.

    Our Fleet, page 2
    -----------------

    5.   Please disclose here, as disclosed on page 27, that you are purchasing the
         Identified Vessels from the Vafias Group and briefly discuss the terms of
         the purchase.

    The Company has revised the disclosure under "Prospectus Summary--Our Fleet" on
    page 2 to disclose that it intends to purchase the Identified Vessels from the
    Vafias Group. The Company has included a

    brief description of the terms of the purchase of the seven Identified Vessels
    on pages 2 and 31. The Company notes that the number of Identified Vessels has
    been increased to include four additional vessels, for a total of seven
    Identified Vessels, as disclosed on page 2.

    6.   Please revise the last paragraph to clarify that your ability to take
         advantage of market conditions will be hampered by the fact that your
         vessels may be tied up in charters lasting several years or, conversely,
         that no long term charters may be available when market conditions would
         make selecting them advantageous.

    The Company has added a sentence in the last paragraph on page 3 under
    "Prospectus Summary--Our Fleet" stating that while its ships are committed on
    period charters the Company will be unable to take advantage of improving
    charter rates.

    Our Fleet Manager, page 3
    -------------------------

    7.   Include a brief discussion of the terms of the management agreement with
         Stealth Maritime in this section.

    The Company has added a paragraph under the heading "Prospectus Summary--Our
    Fleet Manager" on page 4 describing the terms of the management agreement
    between the Company and Stealth Maritime S.A.

    Our Distinguishing Factors, page 4
    ----------------------------------

    8.   The first two bullet points under this subheading seem to address factors
         that apply to the entire industry rather than ones that distinguish the
         company from others. Revise to delete the heading or advise.

    The Company has revised "Prospectus Summary--Our Distinguishing Factors" on page
    5, including by combining the first two bullet points on page 5 into one bullet
    point and moving such bullet point to "Prospectus Summary--Our Business
    Strategy" on page 6.

    9.   We do not understand how a company formed in December 2004 could have
         "strong customer relationships." Either revise or tell us how. A
         relationship with the Vafias Group is not a relationship with StealthGas.

    The Company has revised the statement regarding "strong customer relationships"
    on page 5 to clarify that it is the Vafias Group that has strong customer
    relationships and that the Company believes it will be able to gain access to
    these customers through the Vafias Group's strong customer relationships.

    Leveraging Relationship with Vafias Group, page 4
    -------------------------------------------------

    10.  Please disclose here the age of your CEO. Also add a risk factor about his
         age and the amount of experience it suggests or tell us why it is not
         needed.

    The Company has revised the disclosure on page 5 under "Prospectus Summary--Our
    Distinguishing Factors--Leveraging Relationships with the Vafias Group" to
    disclose that Harry Vafias, its CEO, is 27 years old. In addition, the Company
    has added a risk factor on page 21 disclosing the risks attendant to the fact
    that Mr. Vafias does not have prior experience as a chief executive officer of a
    public company.

                                           2

    Increased Market Share Through Acquisition of Identified Vessels, page 4
    ------------------------------------------------------------------------

    11.  To help investors gauge the importance of your enhanced market share,
         please disclose the percentage of the fleets of the size you discuss you
         will have.

    The Company has added a bullet point on page 5 under "Prospectus Summary--Our
    Distinguishing Factors" entitled "Increased Market Share Through Acquisition of
    Identified Vessels" disclosing the percentage of 3,000-8,000 cbm LPG carriers
    its fleet will represent after the acquisition of the Identified Vessels.

    Our Business Strategy, page 5
    -----------------------------

    12.  We refer to your statement in the fourth bullet point, that as you grow
         your fleet, you will own among the larger LPG carrier fleets. Given the
         current number of ships in your fleet, the definitive tone of the statement
         seems inappropriate. Becoming an industry leader is a goal or a hope; we do
         not understand why it is a strategy. Please revise or delete.

    The Company has revised the discussion on page 6 under "Prospectus Summary--Our
    Business Strategy-Becoming an Industry Leader" to disclose that after
    acquisition of the Identified Vessels, its fleet will consist of 16 vessels and
    that the Company intends to continue to grow its fleet so it will have 25 or
    more vessels which will place it among the larger LPG carrier fleets in
    operation.

    Risk Factors, page 11
    ---------------------

    13.  Either add a risk factor to address your lack of operating history in the
         current holding company structure or tell us what consideration you have
         given to doing so.

    The Company has included a risk factor discussing the risks related to its
    limited operating history and its lack of history in the current holding company
    structure, as well as the difficulties such a limited financial history may pose
    to investors in evaluating the Company's potential future performance under
    "Risk Factors--Company-Specific Risks" on page 18.

    14.  Either add a risk factor to address the difficulty that may arise in
         attempting to affect service of process on officers and directors of the
         company who are non-U.S. persons or enforcing U.S. judgments against the
         assets of the company located outside of the United States or tell us what
         consideration you have given to doing so.

    The Company has included a risk factor on page 27 under "Risk
    Factors--Company-Specific Risks" discussing the potential difficulty in
    attempting to effect service of process on its officers and directors who are
    non-U.S. persons or enforcing U.S. judgments against the assets of the Company
    located outside the United States.

    15.  Please add a risk that the period of less than three months for which you
         have provided financials may be too short a period to judge whether you
         have a viable business model.

    As noted in the response to comment 13, the Company has revised the registration
    statement to include a risk factor on page 18 under "Risk
    Factors--Company-Specific Risks" regarding the limited operating history of the
    Company and the difficulties such a limited financial history covered by the
    Company's financial statements may pose to investors in evaluating the Company's
    potential future performance.

                                           3

    16.  Consider including a risk factor discussion addressing the potential
         conflict of interest between the company and some of its officers and
         directors who also are executives of companies in the same industry as you.

    The Company supplementally advises the Staff that none of its officers or
    directors are officers or directors of other entities in the LPG shipping
    industry. Generally, other shipping sectors, such as oil and dry bulk, are not
    considered to be in the same industry, or competitive, with companies engaged in
    LPG shipping. The Company has, however, added a risk factor on page 19 under
    "Risk Factors--Company-Specific Risks" discussing the possibility that the
    Company's officers and directors may in the future become involved in
    investments in other shipping concerns.

    Our growth depends on continued growth in demand, page 12
    ---------------------------------------------------------

    17.  Please revise the heading to clearly state the risk.

    The Company has revised the heading of the risk factor regarding continued
    growth in demand for LPG products and LPG shipping on page 14 in order to
    clarify the risk.

    Because the market value of our vessels may fluctuate, page 13
    --------------------------------------------------------------

    18.  Please revise this subheading to indicate that the market values are
         currently at high levels.

    The Company has revised the subheading and first sentence of the risk factor
    regarding fluctuation of market values on page 15 to disclose that market values
    of vessels are currently at high levels.

    Our loan agreements or other financing arrangements, page 19
    ------------------------------------------------------------

    19.  If there is a risk that you may not be able to maintain the specified
         financial ratios and covenants under the loan agreement with Fortis Bank,
         please disclose the ratios and covenants that you need to maintain here and
         show how you currently satisfy the ratios or covenants, so that investors
         can assess the risk.

    The Company has revised the discussion on page 22 under "Risk
    Factors--Company-Specific Risks--Our loan agreements or other financing
    arrangements contain restrictive covenants that may limit our liquidity and
    corporate activities" to disclose the ratio of the Company's total liabilities
    less total shareholders' equity to total assets, ratio of the aggregate market
    value of vessels securing the loan to the principal amount of the loan and the
    minimum aggregate cash balance required by the Fortis Bank loan agreement.

    Capitalization, page 29
    -----------------------

    20.  Update your Capitalization table as of a date no earlier than 60 days prior
         to the filing of the registration statement on EDGAR. See Item 3.B. of Form
         20-F.

    The Company has updated its "Capitalization" table on page 33 to March 31, 2005
    and advises the Staff that it will further update such table prior to filing the
    Registration Statement on EDGAR in accordance with Item 3.B of Form 20-F.

    21.  As to your indebtedness, please distinguish between guaranteed and
         unguaranteed, and secured and unsecured, indebtedness. See Item 3.B. of
         Form 20-F.

                                            4

    The Company has added a footnote to the "Capitalization" table on page 33
    disclosing that all of its indebtedness is guaranteed, by its subsidiaries, and
    secured, by liens on the Company's vessels.

    Management's Discussion and Analysis, page 34
    ---------------------------------------------
    Contractual Obligations, page 39
    --------------------------------

    22.  We note the disclosure of a table of contractual obligations as required
         under Item 5.F.1 of Form 20-F. Please revise your table to include the loan
         from Fortis Bank and your obligations under the management agreement with
         Stealth Maritime.

    The Company has revised the table of contractual obligations on page 48 to
    include its obligations under the Fortis Bank loan. The Company notes that its
    obligations under the management agreement with Stealth Maritime were included
    in the table on contractual obligations contained in the initial filing of the
    Registration Statement.

    Critical Accounting Policies - Revenues and Expenses, page 40
    -------------------------------------------------------------
    Note 2 - Accounting for Revenues and Expenses, page F-9
    -------------------------------------------------------

    23.  We note that you recognize revenues and associated voyage costs on a
         pro-rata basis over the duration of the voyage. As a result, the operating
         results of voyages in progress at each reporting date are estimated and
         recognized pro-rata on a per day basis. Your accounting treatment under
         these voyage charters does not appear to comply with the acceptable revenue
         and expense recognition methods in EITF 91-9. In this regard, method 5
         would allow for allocation of revenues between reporting periods based on
         relative transit time in each reporting period (i.e. pro-rata basis),
         however expenses should be recognized as incurred. You should revise your
         accounting treatment under this type of charter to apply one of the
         acceptable methods under EITF 91-9. If management believes that a revision
         to the historical financial statements would not be material, we would not
         object if management represents in the disclosure that a change to an
         acceptable method would not have a material impact on the historical
         financial statements with an assertion that a revised method in conformity
         with the guidance in EITF 91-9 will be used in future reporting periods.
         Please revise accordingly.

    Voyage expenses mainly consist of bunkers (fuel) expense, commissions and port
    and canal charges. These are incremental, direct costs related to each voyage
    charter and would not be incurred except for the related voyage. Bunker (fuel)
    costs are expected to comprise the majority of voyage expenses and are incurred
    fairly constantly over the length of the voyage. With respect to commissions,
    the Company believes its policy is appropriate due to the relationship between
    commissions incurred and the charter revenue generated. Commissions, which would
    not be incurred but for the related charter, are calculated based on a
    percentage of charter revenues, and, in the event the charter is cancelled, the
    commissions are refunded in full to the Company. While the timing of incurrence
    of port and canal costs can vary by voyage charter, such costs are expected to
    represent a relatively small proportion of overall voyage expenses. The Company
    supplementally advises the staff that voyage expenses, except commissions, are
    only incurred in connection with voyage charters which are generally expected to
    be of a very short term nature (i.e. less than 30 days). Based on its analysis,
    the Company believes that the impact of utilizing the pro-rata method for
    recognizing voyage expenses has been and will continue to be insignificant as
    compared to the guidance outlined in EITF 91-9. The Company will continue to
    evaluate its expense recognition method for voyage charters and will modify its
    policy if necessary.

                                           5

    Business, page 53
    -----------------
    Customers, page 55
    ------------------

    24.  Please disclose the percentage of your business that comes from Petredec
         Ltd. If appropriate, please also consider adding a risk factor in the risk
         factor section, to address the adverse impact of the loss of your principal
         customer(s). If any other customer accounts for more than 10% of your
         revenues, please identify the customer and give the percentage.

    The Company has disclosed the percentage of its business that comes from its
    three largest charter customers: Petredec Ltd., Dow Chemical Company and Statoil
    ASA on page 65 under "Business--Customers". The Company has also included a risk
    factor under "Risk Factors--Company-Specific Risks" disclosing the risks
    associated with losing any significant customers.

    Management, page 73
    -------------------

    25.  Please consider whether the compensation you intend to pay in the next 12
         months, if any, would be material to an investment decision. If so, please
         disclose it. Refer to Item 6.B.1. of Form 20-F.

    The Company has revised the disclosure on page 75 to state the amount of
    compensation to be paid to its CEO and CFO in 2005 on an annualized basis by
    Stealth Maritime, and that the Company will reimburse Stealth Maritime for such
    amount.

    Tax Considerations, page 81
    ---------------------------

    26.  Replace the language in the first paragraph stating investors "should
         consult" with their own tax advisor with language suggesting or encouraging
         them to do so.

    We have revised the language in the first paragraph under the heading "Tax
    Considerations" on page 88 to state that potentials investors are "encouraged to
    consult" with their tax advisor rather than stating that potential investors
    "should consult" with their tax advisor.

    Underwriting, page 85
    ---------------------

    27.  We note your disclosure on page 87 that there may be electronic
         distributions of your shares. If any member of the underwriting syndicate
         will engage in any electronic offer, sale or distribution of the shares
         please advise us of that and supplementally confirm that their procedures
         have been cleared with us. Any electronic offer, sale of distribution
         should be reflected in this section. If you become aware of any members of
         the underwriting syndicate that may engage in electronic offers, sales or
         distributions after you respond to this comment, promptly supplement your
         response.

    The Company has been informed that participants in this offering may engage in
    electronic distributions of the Company's common stock. The Company has been
    advised that any such activities will be conducted in accordance with procedures
    which have been previously reviewed and cleared by the Staff.

    28.  We note that your prospectus may be available in electronic format on the
         Internet. Please tell us whether you or the underwriters have any
         arrangements with a third party to host or access your preliminary
         prospectus on the Internet. If so, identify the party and the website,
         describe the material terms of your agreement and provide us with a copy of
         any written agreement. Provide

                                           6

         us also with copies of all information concerning your company or
         prospectus that has appeared on their website.

    The Company understands that Cantor & Fitzgerald & Co. plans to engage
    NetRoadshow, Inc. to host or access the preliminary prospectus on the Internet.
    The internet address of NetRoadshow, Inc. is "www.netroadshow.com". Cantor &
    Fitzgerald & Co. has entered into a Standard Service Agreement with NetRoadshow,
    Inc. which is attached as Exhibit A.

    The only material that will appear on NetRoadshow, Inc.'s website in connection
    with the offering will be copy of the preliminary prospectus and the road show.
    In accordance with the agreement, NetRoadshow, Inc. will make the road show
    available only to those investors who have been provided with a password from
    the underwriters. An investor who is given the password may access the road show
    during a one-day period and will not be able to download, copy or print any
    portion of the road show transmission other than the preliminary prospectus. In
    the agreement, NetRoadshow, Inc. agrees to comply with its obligations under the
    terms of the response of the Office of Chief Counsel, Division of Corporate
    Finance, Securities and Exchange Commission, dated July 30, 1997, with respect
    to road show transmissions for registered offerings, as amended or updated by
    other no-action letters or applicable law relating to Internet road shows.

    29.  Please advise us whether you will have a directed share program of any
         type. If so, include disclosure in the prospectus describing the program
         and the group it targets. Also, please provide us with all materials given
         to potential purchasers in the directed offering.

    The Company supplementally advises the Staff that there will not be a directed
    share program in connection with the offering.

    Financial Statement
    -------------------
    Basis of Presentation and General Information, Page F-7
    -------------------------------------------------------

    30.  We have reviewed the letter addressed to Mr. Craig C. Olinger, Deputy Chief
         Accountant in the Division of Corporation Finance with your belief that no
         historical financial information should be provided for the vessels
         purchased. Based on the information in your letter, we will not object to
         your determination that the assets acquired do not constitute a business
         under Article 11 of Regulation S-X. However, the registration statement
         should include a substantive and robust discussion of your determination
         that assets and not businesses were acquired. In this regard, please
         significantly expand your disclosure to clearly explain why the vessels
         purchased in 2004, and the vessels to be delivered in 2005, do not
         constitute a business under Article 11-01(d) of Regulation S-X. Your
         disclosure should include, but not be limited to, the following factors:

         o    historical financial information based on previous charter rates and
              cost structure are of little relevance to investors;

         o    acquisitions of carriers that are subject to existing time charters
              must include assignments of the charters (with the charterers'
              consents) to the purchaser;

         o    vessel purchasers are rarely shown any historical financial statements
              relating to any purchased vessels and the company did not request nor
              did it receive or consider any historical financial statements when
              agreeing to acquire the vessels; and

                                           7

         o    vessel purchases usually involve significant changes in components
              such as the crew, maintenance and operation or management of the
              vessel.

         Since this list is not exhaustive, management should discuss any additional
         factors that may support their position of the acquisition of the vessel as
         an asset rather than a business.

    The Company has included a discussion on page 40 under "Management's Discussion
    and Analysis of Financial Condition and Results of Operations--Lack of Earlier
    Historical Operating Data for Vessels" describing, among other things, (i) that
    the Company does not obtain historical operating data for the vessels from the
    sellers because the information is not material to its decision and does not
    believe it is helpful in assessing the Company's business or profitability, (ii)
    that the purchase of a vessel does not itself transfer a charter to which a
    purchased vessel was operating under, but rather a charterer's consent is
    required, (iii) the many changes to crew, equipment and maintenance for the
    vessel that must be undertaken, (iv) that the technical management agreement
    between the seller's technical manager and the seller is automatically
    terminated and (v) that a vessel's trading certificates are revoked by its flag
    state following a change in ownership, each of which the Company believes
    supports the characterization of the acquisition of vessels as an asset
    acquisition rather than an acquisition of a business.

    31.  In addition, provide a thorough description of the company's business which
         should include a description of the elements of revenues and expenses that
         reasonably may be anticipated and of material factors affecting
         profitability, cash flows and the shareholders' return on investment. Such
         disclosures should include a potential range of revenues and costs for
         vessels purchased based on a range of average daily contractual charter
         rates for the related vessel and determined based on the number of days you
         anticipate the vessel to be operational (i.e. not in dry docking or without
         cargo). Estimates of cost should be based on your anticipated costs to
         crew, maintain and operate each vessel.

    The Company has included a discussion on page 42 under "Management's Discussion
    and Analysis of Financial Condition and Results of Operations--Factors that
    Affect Our Business" describing the elements of revenues and expenses that
    reasonably may be anticipated and of material factors affecting profitability,
    cash flows and shareholders' return on investment. In addition, it has included
    disclosure of financial information with respect to the Gas Prodigy since its
    acquisition by the Vafias Group in October 2004. As a sister ship of the Gas
    Prodigy, it expects these operating costs to be similar for the Gas Oracle.

    32.  The last paragraph on page 41 describes that your acquisition of the Gas
         Amazon is subject to a number of conditions. Please revise Note 16 to
         include the nature of these conditions, including any obligations that
         require action by StealthGas, Inc.

    Please note that the Registration Statement has been revised to reflect that the
    Gas Amazon has already been acquired by the Company. As such, no conditions to
    its acquisition remain.

    Note 16:  Subsequent Events, Page F-14
    --------------------------------------

    33.  We note that two of the vessels you have entered into agreements to acquire
         will be subject to existing time charters. Please tell us your proposed
         accounting for these charters, including whether any consideration has been
         given to separately record these charters as identifiable assets.

    The Company accounts for the acquisition of vessels with existing time charters
    using the general asset acquisition concepts provided in SFAS No. 141 paragraphs
    3-8 and related guidance. Specifically, we

                                           8

    record any identifiable intangible assets or liabilities associated with the
    acquisition of a vessel, including time charters, at fair value. In allocating
    the purchase price to the time charters, above-market and below-market charters
    are recorded based on the present value (using an interest rate which reflects
    the risks associated with the acquired charters) of the difference between (i)
    the contractual amounts to be paid pursuant to the charter terms and (ii)
    management's estimate of the fair market charter rate, measured over a period
    equal to the remaining term of the charter. The capitalized above-market
    (assets) and below-market (liabilities) charters are amortized as a reduction
    and increase, respectively, to voyage revenues over the remaining term of the
    charter.

    Signatures, page i
    ------------------

    34.  The registration statement must be signed by the controller or principal
         accounting officer as well as the principal executive officer, the
         principal financial officer, and by at least a majority of the board of
         directors of the registrant.

    The Company notes comment number 34 of the Staff's letter of May 24, 2005 and
    supplementally advises the Staff that it intends to appoint a principal
    financial officer prior to the first EDGAR filing of the Registration Statement.

    Other
    -----

    35.  We remind you that as stated in Securities Act Release No. 5180, a
         registrant is "in registration" at least from the time an issuer reaches an
         understanding with a broker-dealer to the period of 25-40 days after
         effectiveness, during which dealers must deliver a prospectus. Interviews
         conducted by the registrant's principals during this period may raise
         Section 5 concerns since they may be selling material. Any selling material
         outside the statutory prospectus violates the Securities Act unless a final
         prospectus is delivered prior to or simultaneously with that additional
         selling material. Please acknowledge the staffs' position in your response.

    The Company acknowledges the Staff's position with respect to the period in
    which a registrant is considered "in registration" set forth in comment 35 of
    the Staff's May 24, 2005 letter.

                                           9

                                        EXHIBIT A

                    STANDARD SERVICE AGREEMENT WITH NETROADSHOW, INC.

                                           10

                               STANDARD SERVICE AGREEMENT

    THIS STANDARD SERVICE AGREEMENT (the "AGREEMENT") is made and entered into on
    the Effective Date (as such term is defined on the signature page to this
    Agreement) by and between NETROADSHOW, INC., a Delaware corporation ("NRS") and
    the person or entity named on the signature page below the caption Customer
    ("CUSTOMER").

    SECTION 1. ENGAGEMENT OF NRS. Customer engages NRS to produce and transmit
    informational meetings involving Customer, representatives of issuers, and
    prospective purchasers designated by Customer ("ROADSHOWS") regarding securities
    offerings as and when requested by Customer. The Roadshows shall be transmitted
    by means of the Internet either directly from the world wide web site of NRS, or
    through a link to the web site of Customer, at Customer's election. NRS agrees
    to transmit each Roadshow in its entirety and, unless otherwise instructed by
    Customer, to make such Roadshow available for viewing twenty-four (24) hours a
    day, seven days a week, subject to acts beyond the control of NRS which prohibit
    such transmission, in which event, NRS will notify Customer promptly of any
    cessation in the availability of any Roadshow and when such Roadshow is again
    fully available for viewing. Services to be provided by NRS include video taping
    and/or audio taping and, to the extent permitted by the SEC Letters (as defined
    below), editing of the presentation of the Roadshows to the extent necessary to
    transmit such Roadshows by means of the Internet (provided that NRS will not
    edit the content of any Roadshow unless requested to do so by Customer or by any
    applicable issuer with the consent of Customer in regard to administrative or
    other matters unrelated to the content of a Roadshow, including the production
    and transmission of the Roadshows.

    SECTION 2. NRS RESPONSIBILITIES.

         (a) NRS will take such actions as are necessary to prevent any person from
    (i) viewing a Roadshow unless such person has been provided a password by
    Customer, (ii) having access to a Roadshow for more than a twenty four hour
    period with any single password or (iii) downloading or printing any of the
    contents of a Roadshow.

         (b) NRS will remove a Roadshow transmission from or through its web site as
    set forth in timely written instructions from Customer or the applicable issuer
    to remove such transmission (the "SCHEDULED REMOVAL TIME") or, in the event
    Customer requests removal of a Roadshow recording prior to the Scheduled Removal
    Time, promptly after receipt of written instructions from Customer or the
    applicable issuer (an "EARLY REMOVAL TIME"). Unless otherwise instructed by
    Customer to return to Customer a copy of any Roadshow or any information
    contained therein, NRS shall, promptly following the Scheduled Removal Time or
    Early Removal Time of a Roadshow, destroy and render irretrievable each Roadshow
    and all copies thereof and all information therein (including, without
    limitation, any charts or slides previously furnished to NRS by Customer or the
    applicable issuer).

         (c) NRS shall comply with the terms of that certain response of the Office
    of Chief Counsel, Division of Corporate Finance, Securities and Exchange
    Commission, dated (i) July 30, 1997 with respect to the Roadshow transmission if
    it relates to an offering which is registered pursuant to the Securities Act of
    1933, as amended (the "ACT"), or (ii) January 30, 1998 if it relates to an
    offering made pursuant to Rule 144A of the Act, as applicable, in each case as
    amended or updated by other no-action letters or applicable law relating to
    Internet Roadshows (the "SEC LETTERS"), subject to the compliance by Customer
    and each applicable issuer with the terms of such response. Services to be
    provided by NRS include video taping and/or audio taping and, to the extent
    permitted by the SEC Letters, editing of the presentation of the Roadshows to
    the extent necessary to transmit such Roadshows by means of the Internet
    (provided that NRS will not edit the content of any Roadshow unless requested to
    do so by Customer or by any applicable issuer with the consent of Customer),
    responding to the reasonable requests of the Customer in regard to
    administrative or other matters unrelated to the content of a Roadshow,
    including the production and transmission of the Roadshows.

         (d) NRS shall provide Customer, promptly upon request and at the Scheduled
    Removal Time or Early Removal Time with information or data available to NRS in
    regard to the persons and entities which viewed the Roadshows transmitted at the
    request of Customer.

         (e) NRS shall provide to the persons designated by Customer the passwords
    required to access each specific Roadshow, and in the case of Roadshows relating
    to offerings which are registered pursuant to the Act, such passwords shall be
    changed by NRS once per calendar day.

    SECTION 3. PAYMENT FOR SERVICES. Customer shall pay, or arrange for each
    applicable issuer to pay, NRS for the services rendered in connection with each
    Roadshow produced by NRS at the request of Customer, at the rates set forth on
    the fee schedule

                                            1

    attached hereto as EXHIBIT A and incorporated herein by reference. NRS agrees to
    provide to Customer an invoice upon completion of the production of a Roadshow
    and Customer agrees to pay, or arrange for each applicable issuer to pay, the
    full amount due in regard to each such invoice within thirty (30) days of the
    date of the invoice. NRS and Customer agree that the production of a Roadshow
    shall be deemed complete once the Roadshow has been video taped or otherwise
    recorded by persons engaged by NRS for such purpose and Customer and the
    applicable issuer have approved the technical quality and content of the
    production. Customer shall be responsible for any federal, state or local sales,
    use, property or other taxes which may be imposed as a result of the
    transactions contemplated by this Agreement, provided that NRS shall be
    responsible for any federal, state, and local income taxes which may be imposed
    on any payments made to NRS pursuant to the terms of this Agreement. In
    addition, each party shall bear all costs and expenses incurred by it (including
    legal fees and expenses) in connection with the preparation, execution,
    delivery, and performance of this Agreement. Amounts not paid within 30 days of
    the date of the invoice will accrue interest at eighteen per cent per annum
    until paid.

    SECTION 4. TERMINATION. This Agreement may be terminated by either party at any
    time with 30 days prior written notice to the other party, provided that such
    termination shall not be effective with respect to any Roadshow video taped or
    otherwise recorded by NRS on or prior to the date on which notice of termination
    is given, until the Scheduled Removal Time or Early Removal Time of such
    Roadshow. The provisions of the Agreement relating to keeping proprietary
    information confidential, the payment of fees and expenses, and governing law
    will survive any termination of this Agreement.

    SECTION 5. COVENANTS AND AGREEMENTS OF CUSTOMER. In the event the Roadshows
    relate to offerings which are registered pursuant to the Act, Customer covenants
    and agrees that it shall take such reasonable steps as are necessary in order to
    provide that the information transmitted in regard to such Roadshows will not
    be, in any material respect, inconsistent with or contradictory to the
    information set forth in the prospectus as filed by the applicable issuers with
    the Securities and Exchange Commission in regard to such Roadshows or with the
    information disseminated in the live Roadshow presentations.

    SECTION 6. PROPRIETARY RIGHTS. NRS acknowledges and agrees that the Roadshow
    recording is not and shall not at any time be or constitute the property of NRS.
    Customer acknowledges that any and all proprietary rights, if any, which NRS may
    have in regard to the method of transmission of Roadshows by means of the
    Internet and the operations of the business of NRS are and shall remain the
    exclusive property of NRS.

    SECTION 7. CONFIDENTIALITY. In connection with discussions between NRS and
    Customer, NRS has provided Customer with information ,both orally and in
    writing, concerning its operations, including the marketing and technical and
    non-technical aspects of the services to be provided under this Agreement
    (collectively the "CONFIDENTIAL INFORMATION"). The Confidential Information does
    not include the provisions of the Agreement or any information that (a) was or
    becomes generally available to the public other than as a result of disclosure
    by Customer, (b) was or becomes available to Customer or its affiliates on a
    non-confidential basis from a source other than NRS which is not, to the
    knowledge of Customer, itself bound by a confidentiality agreement with NRS, (c)
    was or becomes available to Customer or its affiliates on a non-confidential
    basis prior to its disclosure by NRS, or (d) was known to Customer or its
    affiliates or in their possession without any obligation of confidentiality
    prior to disclosure by NRS. Customer agrees that without the prior written
    consent of NRS, it will not, except as required by law, regulation or legal
    process or upon the request or demand of any governmental or regulatory
    authority having jurisdiction over the Customer or its affiliates or to defend a
    claim brought against Customer or its affiliates, disclose the Confidential
    Information to any person other than its affiliates, officers, directors,
    employees, agents, accountants, and attorneys who have a need to know the
    Confidential Information in connection with the transactions contemplated
    hereunder. Customer may provide NRS with confidential information regarding
    Customer, including, but not limited to, the names of clients of Customer and
    the provisions of this Agreement, and NRS agrees that it will not, and will not
    permit its officers, directors, employees, or advisors to, disclose to any
    person such confidential information except as is required by law. NRS shall not
    publish any announcement in any newspaper, periodical, or other publication or
    make any other advertisement which refers to Customer without Customer's prior
    written consent, which consent may be withheld in its sole discretion.

    SECTION 8. ACKNOWLEDGMENT. NRS recognizes its responsibilities for compliance
    with the Federal securities laws and has informed its affiliates, directors,
    officers, employees, agents, advisors, and controlling person who may receive any
    confidential information relating to any issuer of securities whose Roadshow
    presentation is produced or transmitted by NRS at the request of Customer of
    their responsibilities for compliance with the Federal securities laws.

                                            2

    SECTION 9. LIMITATION OF LIABILITY. NRS and Customer agrees that each issuer
    whose securities are the subject of a Roadshow transmitted by NRS from or
    through its web site shall be solely responsible for the content of its
    Roadshow.

    NRS MAKES NO COVENANTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
    WHETHER EXPRESS OR IMPLIED (STATUTORY BY OPERATION OF LAW OR OTHERWISE),
    RELATING TO THE CONTENT OF ANY ROADSHOW TRANSMITTED BY NRS AND ACCORDINGLY
    ACCEPTS NO RESPONSIBILITY OF ANY KIND WHATSOEVER FOR ANY CLAIM, DEMAND, DAMAGES,
    LIABILITIES, LOSSES OR EXPENSES SUFFERED BY REASON DIRECTLY OR INDIRECTLY OF THE
    CONTENT OF ANY ROADSHOW TRANSMITTED BY NRS FROM OR THROUGH NRS'S WEB SITE. IN NO
    EVENT WILL NRS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES,
    OTHER ASSOCIATED COMPANIES, OR ITS LICENSORS BE LIABLE TO CUSTOMER, ITS
    OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, OR AFFILIATES UNDER
    THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN
    AMOUNT THAT EXCEEDS THE TOTAL SUM OF ALL FEES PAID TO NRS UNDER THIS AGREEMENT
    FOR THE CALENDAR YEAR IN WHICH THE CLAIM AROSE.

    SECTION 10. REPRESENTATION OF NRS. NRS represents and warrants to Customer that
    (a) this Agreement has been duly authorized by NRS and constitutes a legal,
    valid and binding agreement of NRS, enforceable in accordance with its terms;
    (b) the execution, delivery, and performance by NRS of this Agreement will not
    conflict with or result in the breach or violation of, or constitute a default
    under, any license, agreement, or other instrument to which it or any of its
    affiliates is a party or by which any of them are bound or any statute, order,
    judgment, decree, rule, or regulation of any court or arbitrator or governmental
    or regulatory agency or body having jurisdiction over any of them; and no
    consent, approval, authorization, or order of or filing with any such entity is
    required for the execution, delivery, and performance by NRS of this Agreement;
    (c) NRS owns or possesses all material intellectual property rights necessary
    for the transmission of Roadshows from or through its web site and such
    transmission will not conflict in any material respects with, and NRS has not
    received any notice of any claim of conflict with, any such rights of others.
    NRS agrees to notify Customer promptly of any modification of the SEC Letters or
    if such Letters cease to be in effect.

    SECTION 11. MISCELLANEOUS. This Agreement will be interpreted and enforced in
    accordance with the laws of the State of New York. Neither party may assign this
    Agreement without the prior written consent of the other party hereto, except
    that nothing herein shall prevent either party from assigning its rights and
    obligations hereunder to its present or future subsidiaries or affiliates or to
    any successor to the business of such party. This Agreement constitutes the
    entire understanding by and between Customer and NRS with respect to the subject
    matter hereof and no oral or prior written statements or representations not
    contained herein will have any force or effect. This Agreement may not be
    amended except in a writing executed by Customer and NRS. This Agreement may be
    executed in one or more counterparts, each of which shall be deemed to be an
    original, but all of which together shall constitute one and the same
    instrument. This Agreement shall be binding upon and inure to the benefit of NRS
    and Customer and their respective successors and assigns. Time is of the essence
    of this Agreement. All sections and provisions of this Agreement are severable
    and the unenforceability or invalidity of any section of this Agreement shall
    not affect the validity or enforceability of any other section of this
    Agreement.

         IN WITNESS, WHEREOF, the undersigned have executed this Agreement as of the
    Effective Date.

    NRS:

    NetRoadshow, Inc.

    By: /s/ Brad Hammond
        --------------------------------------------
        Brad Hammond, Chairman and CEO

    Date: June 7, 2005
          ------------------------------------------

    CUSTOMER:

    Customer, Inc.     Cantor, Fitzgerald & Co.

    By: /s/ Marc Blazer
        -----------------------------------------------

    Name: Marc Blazer
          ---------------------------------------------

    Title: Managing Director
           --------------------------------------------

                                            3

                                        EXHIBIT A
                                           TO
                               STANDARD SERVICE AGREEMENT

                                      FEE SCHEDULE

    Video Roadshow Fee                                                   $15,000
    Audio Roadshow Fee (Recorded On-Site)                                $10,000
    Audio Roadshow Fee (Recorded on the Telephone)                       $ 5,000
    Slides and Prospectus Only (To Accompany Conference Call or
    One-on-One Meeting)                                                  $ 2,500

                                           2

    STEPHEN P. FARRELL
    212-309-6050
    sfarrell@morganlewis.com
    ------------------------

    August 12, 2005

    Mr. Max A. Webb
    Division of Corporation Finance
    United States Securities and Exchange Commission
    100 F Street, N.E.
    Washington, D.C. 20549

    Re:  StealthGas Inc. - Confidential Submission of Registration Statement on
         Form F-1
         ----------------------------------------------------------------------

    Dear Mr. Webb:

    On behalf of our client, StealthGas Inc., a company organized under the laws of
    the Republic of the Marshall Islands and a "foreign private issuer" (the
    "Company"), enclosed please find three (3) clean copies of the amended
    Registration Statement on Form F-1 relating to the Company's public offering of
    common stock and three (3) black-lined copies marked against the copy submitted
    on June 15, 2005. The delivery hereby does not constitute a formal, public
    filing with the United States Securities and Exchange Commission (the "SEC"),
    but rather a confidential submission for review in accordance with Securities
    Act Release No. 33-7053 in order to obtain your staff's observations on the
    enclosed. The Company intends to follow up this amended confidential submission
    with a formal, public filing after receipt of the Staff's comments thereon.

    The Company currently anticipates that it will request the SEC to declare
    effective the Registration Statement on Form F-1 in September 2005.

    The Company's financial statements included in the F-1 Registration Statement
    have been prepared in accordance with United States generally accepted
    accounting principles and have been audited by Deloitte Hadjipavlou, Sofianos &
    Cambanis S.A., the Company's independent accountants. George D. Cambanis of
    Deloitte Hadjipavlou, Sofianos & Cambanis S.A. may be contacted at 011 30 (210)
    6781 226.

    On behalf of the Company, please allow us to express our appreciation of your
    attention to this matter and your willingness to provide a confidential
    pre-filing review of the F-1 Registration Statement.

    Please acknowledge receipt of this filing by date-stamping the enclosed copy of
    this letter and returning it to me in the enclosed self-addressed stamped
    envelope.

    If you have any questions or comments regarding this matter, please contact me
    at (212) 309-6050.

    Very truly yours,

    /s/ Stephen P. Farrell

    Enclosure
    cc:  StealthGas Inc.
         Millbank, Tweed, Hadley & McCloy LLP
         Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

                                     STEALTHGAS INC.

                                  RESPONSES TO COMMENTS
                                  ---------------------

    The following are the responses of the Registrant to the June 28, 2005 letter of
    the Staff of the Securities and Exchange Commission. Page numbers refer to the
    prospectus included in the revised Registration Statement confidentially
    submitted herewith. Where a change has been made in response to a comment,
    conforming changes have been made to similar disclosure elsewhere in the
    document.

    Critical Accounting Policies - Revenues and Expenses, page 49
    Note 2: Accounting for Revenues and Expenses, page F-12
    -------------------------------------------------------

    1.   We note your response to prior comment 23. Please disclose that a change to
         an acceptable method would not have a material impact on the historical
         financial statements and also assert that a revised method in conformity
         with the guidance in EITF 91-9 will be used in future reporting periods if
         a material change does result. This evaluation and disclosure should be
         made in both annual and interim reporting periods.

    The Company has made the requested disclosure on page 51 under the heading
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations--Critical Accounting Policies--Revenues and Expenses" and in Note 2
    "Significant Accounting Policies--Accounting for Revenue and Expenses" to the
    consolidated financial statements of the Company on page F-10, and with respect
    to Gaz de Brazil Inc. in Note 2 "Significant Accounting Policies--Accounting for
    Revenue and Expenses" to the consolidated financial statements of Gas de Brazil
    Inc. on page F-33 of the Registration Statement. The Company supplementally
    advises the Staff that this evaluation and disclosure will be made in connection
    with both its annual and interim reports.

    Financial Statements -- Gaz De Brazil Inc., page F-43
    -----------------------------------------------------

    2.   In the amended Form F-1, please provide audited financial statements for
         the fiscal year 2004 (i.e. October 12, 2004 through December 31, 2004) for
         Gaz De Brazil with the applicable audit report. Refer to the guidance in
         Item 4 of the Form F-1 and Rule 3-05 of Regulation S-X. Please revise
         accordingly.

    The Company advises the Staff that the financial statements of Gaz de Brazil
    Inc. as of December 31, 2004 and for the period from September 9, 2004 through
    December 31, 2004 have been audited. The Company has included in the
    Registration Statement on Form F-1 submitted herewith the report of Deloitte
    Hadjipavlou, Sofianos & Cambanis S.A., an independent public accounting firm,
    with respect to the financial statements of Gaz de Brazil Inc. as of December
    31, 2004 and for the period from September 9, 2004 through December 31, 2004
    contained in the Registration Statement. The Company supplementally advises the
    Staff that Gaz de Brazil Inc. was incorporated on September 9, 2004 and remained
    inactive until it acquired the Gas Prodigy on October 15, 2004.

    Other
    -----

    3.   Please revise the Index to the Financial Statements (page F-1) so that each
         of the financial statements contain appropriate page numbering consistent
         with financial statements.

    The Company notes the Staff's comment, and has revised the "Index to Financial
    Statements" so that each of the financial statements contains appropriate page
    numbering consistent with financial statements.

                                          *****

    The Company supplementally advises the Staff that after consultation with its
    underwriters it has elected to include artwork in the Registration Statement on
    Form F-1. Copies of such artwork accompany the Registration Statement on Form
    F-1 submitted herewith. Please note that the captions to these pictures will
    identify them as pictures of vessels in the Company's existing fleet.