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.