TOP SHIPS INC.

1 VAS. SOFIAS & MEG.

ALEXANDROU STREET

151 24, MAROUSSI

ATHENS, GREECE

August 8, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Justin Dobbie

Rule 477 Application for Withdrawal

Registration Statement on Form F-1 (File No. 333-197402)

Dear Mr. Dobbie:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "Act"), the Company hereby requests that the Securities and Exchange Commission (the "Commission") consent to the withdrawal of the Registration Statement on Form F-1 (File No. 333- 197402) initially filed with the Commission on July 14, 2014, together with all exhibits thereto (the "Registration Statement").  The Company has determined not to pursue the contemplated public offering in the United States at this time.  The Registration Statement was not declared effective by the Commission under the Act, and none of the Company's securities were sold pursuant to the Registration Statement.

The Company also respectfully requests that, in accordance with Rule 457(p) of the Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

If you have any questions regarding this request for withdrawal, please contact Gary J. Wolfe of Seward & Kissel LLP, counsel to the Company, at (212) 574-1223.

Sincerely,

TOP SHIPS INC.

By : /s/ Alexandros Tsirikos

Name: Alexandros Tsirikos
Title:  Chief Financial Officer