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                              September 1, 2021

       Ioannis Zafirakis
       Secretary
       OceanPal Inc.
       Ymittou 6
       175 64 Palaio Faliro
       Athens, Greece

                                                        Re: OceanPal Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form 20-F
                                                            Submitted August
10, 2021
                                                            CIK No. 0001869467

       Dear Mr. Zafirakis:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form 20-F

       Explanatory Note, page 3

   1.                                                   We note your response
to our prior comment 2. Please revise your disclosure to describe
                                                        the reasons for the
spin-off transaction, as you state in your response. In addition, please
                                                        disclose why you have
structured the transaction to create the Series B Preferred Shares
                                                        and Series C
Convertible Preferred Shares, and to issue such shares to the Parent.
 Ioannis Zafirakis
OceanPal Inc.
September 1, 2021
Page 2
General

2.    We note your response to our prior comment 12 that the distribution of
the OceanPal
      shares to the shareholders of the Parent will not constitute a    sale
within the meaning of
      Section 2(a)(3) of the Securities Act because the distribution will meet
the conditions in
      Staff Legal Bulletin No. 4. We also note your response that the spin-off
will not
      fundamentally alter the nature of the investment of the Parent   s
shareholders, when
      comparing their (1) pre-spin-off economic ownership of and voting power
as to the Parent
      and (2) combined post-spin-off economic ownership of and voting power as
to the Parent
      and the Company, such that the Parent   s shareholders will be providing
  value    for the
      OceanPal shares. Please provide additional analysis as to whether the
transactions in
      connection with the distribution would fundamentally alter the nature of
the Diana
      Shipping shareholders    investment such that the shareholders are
providing value for the
      OceanPal shares. In that regard, please provide an analysis of the
shareholders    economic
      and voting interests in Diana Shipping prior to the transactions compared
to their
      economic and voting interests in Diana Shipping and OceanPal after the
transactions.
      Please ensure to include an analysis with respect to the rights of
holders of each class of
      Diana Shipping   s outstanding capital stock, and to also describe the
extent to which the
      features of the OceanPal Series B Preferred Shares and Series C
Convertible Preferred
      Shares will differ from the features of the Diana Shipping Series B
Preferred Shares and
      Series C Preferred Shares. In addition, please tell us whether the
holders of Diana
      Shipping   s preferred stock will receive OceanPal common shares in the
distribution, and
      whether they will receive OceanPal preferred shares in connection with
the distribution.
        You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding
comments on
the financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-
Advisor, at (202) 551-3844 or, in her absence, Laura Nicholson, Special
Counsel, at (202) 551-
3584 with any other questions.



                                                           Sincerely,
FirstName LastNameIoannis Zafirakis
                                                           Division of
Corporation Finance
Comapany NameOceanPal Inc.
                                                           Office of Energy &
Transportation
September 1, 2021 Page 2
cc:       Edward Horton
FirstName LastName