SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kelso GP VII, LLC (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eagle Bulk Shipping Inc. [ EGLE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/22/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/23/2005	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $.01 per share	11/22/2005		S		301,039(1)	D	$14.5(8)	10,755,864(1)(2)(3)(4)(5)(6)(7)	I(1)(2)(3)(4)(5)(6)(7)	By Eagle Ventures LLC(1)(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Kelso GP VII, LLC (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERNEY PHILIP E (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BYNUM FRANK K (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Connors James J II (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDBERG MICHAEL B (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Loverro Frank J (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MATELICH GEORGE E (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NICKELL FRANK T (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WAHRHAFTIG DAVID I (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WALL THOMAS R IV (Last) (First) (Middle) C/O KELSO& COMPANY 320 PARK AVENUE, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Numbers are reflective of beneficial ownership of Eagle Ventures LLC common interests.

2. Kelso Investment Associates VII, L.P. (KIA VII) may be deemed to share beneficial ownership of shares of Common Stock owned of record by Eagle Ventures LLC by virtue of its status as a member of Eagle Ventures LLC. KIA VII shares investment and voting power along with the other members of Eagle Ventures LLC with respect to securities owned by Eagle Ventures LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission that KIA VII has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act), or for any other purposes.

3. KEP VI, LLC (KEP VI) may be deemed to share beneficial ownership of shares of Common Stock owned of record by Eagle Ventures LLC by virtue of its status as a member of Eagle Ventures LLC. KEP VI shares investment and voting power along with the other members of Eagle Ventures LLC with respect to securities owned by Eagle Ventures LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission that KEP VI has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

4. KIA VII and KEP VI, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VII and KEP VI each disclaim such beneficial ownership and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

5. Kelso GP VII, LLC (GP VII, LLC) is the general partner of Kelso GP VII, L.P. (GP VII, L.P.). GP VII, L.P. is the general partner of KIA VII. GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of all of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

6. GP VII, LLC and GP VII, L.P., due to their common control, could be deemed to beneficially own each of the other's securities. GP VII, LLC and GP VII, L.P. each disclaim beneficial ownership of all of the securities beneficially owned by the other or directly by Eagle Ventures LLC and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

7. Messrs. Nickell, Wall, Matelich, Goldberg, Warhaftig, Bynum, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned of record by Eagle Ventures LLC or indirectly by KIA VII and KEP VI, by virtue of their status as managing members of KEP VI and of GP VII, LLC, but disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Warhaftig, Bynum, Berney, Loverro and Connors is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose.

8. Before underwriting discounts and commissions of $0.725.

Remarks:

(+) Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VII, LLC; Kelso Investment Associates VII, L.P.; KEP VI, LLC; Kelso GP VII, L.P.; Philip E. Berney; Frank K. Bynum, Jr.; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; and James J. Connors, II. (++) This amendment ("Amendment Number 1") of the Form 4 filed on November 23, 2005 (the "Form 4") by each of the reporting persons named herein is being filed for the purposes of (1) correcting a typographical error on the Form 4 which incorrectly listed Kelso GP VII, LLC, one of the reporting persons, as Kelso GP VII, L.P., (2) clarifying that the Form 4 was executed on behalf of each reporting person named on the Form 4 by Howard A. Matlin, their respective attorney-in-fact, pursuant to a limited power of attorney dated June 24, 2005 and (3) properly reflecting the address for each of the reporting persons named herein. No other changes to the Form 4 are being made by this Amendment Number 1. (+++) Member of the board of directors of Eagle Bulk Shipping Inc.

	Kelso GP VII, LLC (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Philip E. Berney (+) (++) (+++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Frank K. Bynum Jr. (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	James J. Connors II (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Michael B. Goldberg (+) (++) (+++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Frank J. Loverro (+) (++) (+++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	George E. Matelich (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Frank T. Nickell (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	David I. Wahrhaftig (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	Thomas R. Wall IV (+) (++), By: /s/ Howard A. Matlin, Attorney-in-Fact	11/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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