Mail Stop 03-05
								June 28, 2005

Harry N. Vafias
StealthGas Inc.
331 Kifissias Avenue
Athens, Greece

Re:	StealthGas Inc.
	Amendment No. 1 to the Registration Statement on
      Form F-1
	Confidential filing, filed on June 15, 2005

Dear Mr. Vafias,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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.



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.

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.

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Theresa Messinese at (202) 551-3307 or
Michael
Fay (202) 551- 551-3812, if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Messeret Nega at (202) 551-3316 or me at (202) 551-3755 with any
other questions.

Sincerely,



Max A. Webb
Assistant Director


cc:	Via Facsimile
      Stephen P. Farrell, Esq.
      Morgan, Lewis & Bockius LLP
      (212) 309-6001
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Harry N. Vafias
StealthGas Inc.
June 28, 2005
Page 1