Registration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report : Not applicable
Commission file number 001-32458
DIANA SHIPPING INC.

(Exact name of Registrant as specified in its charter)

Diana Shipping Inc.

(Translation of Registrant's name into English)



Republic of The Marshall Islands

(Jurisdiction of incorporation or organization)



Pendelis 16, 175 64 Palaio Faliro, Athens, Greece

(Address of principal executive offices)



Mr. Ioannis Zafirakis

Tel: + 30-210-9470-100, Fax: + 30-210-9470-101

E-mail: izafirakis@dianashippinginc.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class

Name of each exchange on which registered

Common Stock, $0.01 par value

New York Stock Exchange

Preferred Stock Purchase Rights

New York Stock Exchange

8.875% Series B Cumulative Redeemable

Perpetual Preferred Shares, $0.01 par value

New York Stock Exchange


Securities registered or to be registered pursuant to Section 12(g) of the Act.



None





(Title of Class)




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None




Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2013, there were 82,841,370 shares of the registrant's common stock outstanding

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 Yes  No

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer 

Accelerated filer 

Non-accelerated filer 


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP 

International Financial Reporting Standards as issued

by the International Accounting Standards Board 

Other 



If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes  No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 Yes  No
TABLE OF CONTENTS



FORWARD-LOOKING STATEMENTS

4







PART I





Item 1.

Identity of Directors, Senior Management and Advisers

5

Item 2.

Offer Statistics and Expected Timetable

5

Item 3.

Key Information

5

Item 4.

Information on the Company

32

Item 4A.

Unresolved Staff Comments

53

Item 5.

Operating and Financial Review and Prospects

53

Item 6.

Directors, Senior Management and Employees

75

Item 7.

Major Shareholders and Related Party Transactions

80

Item 8.

Financial Information

83

Item 9.

The Offer and Listing

84

Item 10.

Additional Information

85

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

95

Item 12.

Description of Securities Other than Equity Securities

95





PART II



Item 13.

Defaults, Dividend Arrearages and Delinquencies

96

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

96

Item 15.

Controls and Procedures

96

Item 16A.

Audit Committee Financial Expert

97

Item 16B.

Code of Ethics

97

Item 16C.

Principal Accountant Fees and Services

97

Item 16D.

Exemptions from the Listing Standards for Audit Committees

98

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

98

Item 16F.

Change in Registrant's Certifying Accountant

98

Item 16G.

Corporate Governance

98

Item 16H.

Mine Safety Disclosure

99







PART III





Item 17.

Financial Statements

100

Item 18.

Financial Statements

100

Item 19.

Exhibits

100
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