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<SEC-DOCUMENT>0000950136-05-006296.txt : 20051005
<SEC-HEADER>0000950136-05-006296.hdr.sgml : 20051005
<ACCEPTANCE-DATETIME>20051005215237
ACCESSION NUMBER:		0000950136-05-006296
CONFORMED SUBMISSION TYPE:	F-1MEF
PUBLIC DOCUMENT COUNT:		4
<REFERENCE-462B>333-127905
FILED AS OF DATE:		20051005
DATE AS OF CHANGE:		20051005
EFFECTIVENESS DATE:		20051005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			StealthGas Inc.
		CENTRAL INDEX KEY:			0001328919
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			1T
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-1MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-128844
		FILM NUMBER:		051126208

	BUSINESS ADDRESS:	
		STREET 1:		331 KIFISSIAS AVENUE
		STREET 2:		ERITHREA 14561
		CITY:			ATHENS
		STATE:			J3
		ZIP:			00000
		BUSINESS PHONE:		30 210 625 2849

	MAIL ADDRESS:	
		STREET 1:		331 KIFISSIAS AVENUE
		STREET 2:		ERITHREA 14561
		CITY:			ATHENS
		STATE:			J3
		ZIP:			00000
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2005

                                                      REGISTRATION NO. 333-
================================================================================



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                    FORM F-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------
<FONT size="1">


                                             STEALTHGAS INC.
                         (Exact Name of Registrant as specified in its charter)

       REPUBLIC OF THE MARSHALL ISLANDS                  4412                              N/A
       (State or other jurisdiction of       (Primary Standard Industrial           (I.R.S. Employer
       incorporation or organization)        Classification Code Number)         Identification Number)

                                             ---------------

                                             STEALTHGAS INC.
                                          331 KIFISSIAS AVENUE
                                             ERITHREA 14561
                                             ATHENS, GREECE
                                         (011)(30)(210) 625 2849
                           (Address, including zip code, and telephone number,
                    including area code, of registrant's principal executive offices)

                                             ---------------

                                             CT CORPORATION
                                            111 EIGHTH AVENUE
                                        NEW YORK, NEW YORK 10011
                                             (800) 624-0909
                      (Name and address, including zip code, and telephone number,
                               including area code, of agent for service)

                                               COPIES TO:




               STEPHEN P. FARRELL, ESQ.                                                     RICHARD SHARP, ESQ.
            MORGAN, LEWIS & BOCKIUS LLP                                                  JAMES H. BALL, JR., ESQ.
                   101 PARK AVENUE                                                MILBANK, TWEED, HADLEY & MCCLOY LLP
               NEW YORK, NEW YORK 10178                                                   1 CHASE MANHATTAN PLAZA
                    (212) 309-6000                                                        NEW YORK, NEW YORK 10005
                  (telephone number)                                                         (212) 530-5000
                    (212) 309-6001                                                         (telephone number)
                  (facsimile number)                                                         (212) 822-5209
                                                                                           (facsimile number)
</FONT>
                             ----------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
        PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

                             ----------------------

If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. |_|

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |x| 333-127905

       If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

       If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|

                                 ---------------
<FONT size="1">

                                               CALCULATION OF REGISTRATION FEE
================================================ ================ ===================== ==================== =================
                                                    AMOUNT TO       PROPOSED MAXIMUM     PROPOSED MAXIMUM
            TITLE OF EACH CLASS OF                     BE            OFFERING PRICE          AGGREGATE          AMOUNT OF
          SECURITIES TO BE REGISTERED             REGISTERED(1)     PER SECURITY(2)      OFFERING PRICE(1)   REGISTRATION FEE
- ------------------------------------------------ ---------------- --------------------- -------------------- -----------------

  Common Stock, par value $.01(2)...........         345,000             $14.50             $5,002,500           $589.00
================================================ ================ ===================== ==================== =================
</FONT>
(1)  Includes shares to be sold upon exercise of the underwriters'
     over-allotment option.

(2)  The 345,000 common shares being registered in this Registration Statement
     are in addition to the 8,855,000 common shares registered pursuant to
     Registrant's Registration Statement on Form F-1 (Reg. No. 333-127905). The
     Registrant certifies to the Securities and Exchange Commission (the
     "Commission") that it has instructed its bank to pay to the Commission the
     filing fee of $589 for the additional securities being registered hereby by
     wire transfer as soon as practicable (but in any event no later than the
     close of business on October 6, 2005); that it will not revoke such
     instructions; that it has sufficient funds in the relevant account to cover
     the amount of the filing fee; and that it undertakes to confirm receipt of
     such instructions by the bank on October 6, 2005.

                    ----------------------------------------

         THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

         This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of
the Registration Statement on Form F-1 (File No. 333-127905) filed by
StealthGas Inc. with the Securities and Exchange Commission (the
"Commission") on August 29, 2005, as amended on September 7, 2005 and
October 5, 2005, which was declared effective by the Commission on
October 5, 2005, are incorporated herein by reference.





<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-l and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece on October 5, 2005.

                    STEALTHGAS INC.


                    By:            /s/ Harry N. Vafias
                         -------------------------------------------------------
                         Name:   Harry N. Vafias
                         Title:  Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on October 5, 2005 in the
capacities indicated.

<FONT size="1">

                          SIGNATURE                                            TITLE
                       ----------------                                       ----------

                    /s/ Harry N. Vafias                  Director, President and Chief Executive Officer
- -----------------------------------------------------    (Principal Executive Officer)
                      Harry N. Vafias

                   /s/ Andrew J. Simmons                 Chief Financial Officer
- -----------------------------------------------------    (Principal Accounting Officer)
                     Andrew J. Simmons

                  /s/ Michael G. Jolliffe                Chairman of the Board of Directors
- -----------------------------------------------------
                    Michael G. Jolliffe

                             *                           Director
- -----------------------------------------------------
                   Thanassis J. Martinos

                             *                           Director
- -----------------------------------------------------
                        Miranda Xafa

*By:          /s/ Harry N. Vafias
         --------------------------------------------
         Harry N. Vafias
         Attorney-in-Fact
</FONT>


<PAGE>



                            AUTHORIZED REPRESENTATIVE


Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly undersigned representative in the United States of, has signed this
Registration Statement in the City of Newark, State of Delaware, on October 5,
2005.

PUGLISI & ASSOCIATES

By:        /s/ Donald J. Puglisi
         ------------------------------------------
Name:    Donald J. Puglisi
Authorized Representative in the United States


<PAGE>


                                  EXHIBIT INDEX

<FONT size="1">

Exhibit Number             Description of Exhibit
- --------------             ----------------------

5.1                        Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to the
                           Company.

23.1                       Consent of Watson, Farley & Williams (New York) LLP (filed as part of Exhibit 5.1)

23.2                       Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

23.3                       Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

24.1                       Power of Attorney (Incorporated by reference to Exhibit 24.1 to the Registration
                           Statement on Form F-1 of StealthGas Inc. (Reg No. 333-127905) initially filed with the
                           Securities and Exchange Commission on August 29, 2005).
</FONT>

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<DESCRIPTION>OPINION OF WATSON FARLEY
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                 [Letterhead of Watson, Farley and Williams]

                                        WATSON, FARLEY & WILLIAMS (NEW YORK) LLP
                                                                 100 Park Avenue
                                                        New York, New York 10017

                                                              Tel (212) 922 2200

                                                              Fax (212) 922 1512

October 5, 2005

StealthGas Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Dear Sirs:

STEALTHGAS INC.

We have acted as special counsel as to matters of the law of the Republic of The
Marshall Islands ("Marshall Islands Law") for StealthGas Inc., a Marshall
Islands corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form F-1 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), with respect to the
issuance and sale by the Company of up to an additional 345,000 shares of common
stock (the "Additional Common Stock") of the Company.

In so acting, we have examined originals, or copies, certified to our
satisfaction, of (i) the Registration Statement and the prospectus (the
"Prospectus") included therein, (ii) the form of the underwriting agreement (the
"Underwriting Agreement") among the Company and the underwriters named therein,
relating to the issuance and sale of the Additional Common Stock, and (iii)
originals, or copies certified to our satisfaction, of all such records of the
Company, agreements and other documents, certificates of public officials,
officers and representatives of the Company and other appropriate persons, and
such other documents as we have deemed necessary as a basis for the opinions
hereinafter expressed. In such examinations, we have assumed without independent
investigation, (a) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic or facsimile copies, and the
authenticity of the originals of such copies and (b) the accuracy of the factual
representations made to us by officers and other representatives of the Company.

This opinion is limited to Marshall Islands Law and is as of the effective date
of the Registration Statement.

Based on the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that, upon due execution and delivery of the
Underwriting Agreement by the parties thereto substantially in the form examined
by us, when the Additional Common Stock is issued and delivered against payment
therefor in accordance with the terms of the Underwriting Agreement, the
Registration

London o Athens o Paris o New York o Singapore o Bangkok o Rome

Watson, Farley & Williams (New York) LLP is a limited liability partnership
registered in England and Wales with registered number OC312253. It is regulated
by the Law Society of England and Wales and its members are solicitors or
registered foreign lawyers. A list of members of Watson, Farley & Williams (New
York) LLP and their professional qualifications is open to inspection at the
above address. Any reference to a 'partner' in relation to Watson, Farley &
Williams (New York) LLP means a member, partner, consultant or employee of
Watson, Farley & Williams (New York) LLP or an affiliated undertaking.

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an
office in each of the cities listed above.




<PAGE>


StealthGas Inc.
October 5, 2005                                                          Page 2



Statement and Prospectus, the Additional Common Stock will be duly authorized,
validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the Prospectus. In giving such
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Act.

Very truly yours,

/s/ Watson, Farley & Williams (New York) LLP

WATSON, FARLEY & WILLIAMS (NEW YORK) LLP





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                                                                 EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

           We consent to the incorporation by reference in this Registration
Statement No. 333-127905 on Form F-1 of StealthGas Inc. filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, of our report dated April 8,
2005, except for Note 11 as to which date is August 26, 2005 relating to the
financial statements of StealthGas Inc. appearing in the Prospectus, which is
part of such Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.


/s/ Deloitte
Deloitte
Hadjipavlou, Sofianos & Cambanis S.A.
October 5, 2005
Athens, Greece





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                                                                   EXHIBIT 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

           We consent to the incorporation by reference in this Registration
Statement No. 333-127905 on Form F-1 of StealthGas Inc. filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, of our report dated April 8,
2005, except for Note 11 as to which date is August 26, 2005 relating to the
combined financial statements of the Vafias Group of LPG Carriers appearing in
the Prospectus, which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte
Deloitte
Hadjipavlou, Sofianos & Cambanis S.A.
October 5, 2005
Athens, Greece





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