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                             October 31, 2022

       Petros Panagiotidis
       Chief Executive Officer
       Toro Corp.
       223 Christodoulou Chatzipavlou Street
       Hawaii Royal Gardens
       3036 Limassol, Cyprus

                                                        Re: Toro Corp.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form 20-F
                                                            Submitted October
13, 2022
                                                            CIK No. 0001941131

       Dear Petros Panagiotidis:

             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 submitted
October 13, 2022

       Risk Factors
       Our articles of incorporation contain exclusive forum provisions...,
page 20

   1.                                                   We note your disclosure
that your Articles of Incorporation provide exclusive forum
                                                        provisions. We also
note that your Form of Amended & Restated Articles of
                                                        Incorporation filed as
Exhibit 1.1 do not contain an exclusive forum provision. Please
                                                        revise your filing to
reconcile these disclosures.
 Petros Panagiotidis
FirstName
Toro Corp.LastNamePetros Panagiotidis
Comapany
October 31,NameToro
            2022    Corp.
October
Page 2 31, 2022 Page 2
FirstName LastName
Exhibits

2.       We note that in your Form of Amended and Restated Bylaws filed as
Exhibit 1.2 that
         Section 1 of your forum selection provision in Article XI identifies
the High Court of the
         Republic of the Marshall Islands as the exclusive forum for certain
litigation, including for
         any "Specified Claim    that includes any "derivative action." In
Section 2 of Article XI,
         you further disclose that the sole and exclusive forum for any claim
arising under the
         Securities Act or the Exchange Act and any rule or regulation
promulgated thereunder and
         "not constituting a Specified Claim subject to Section 1 of this
Article XI" shall be the
         United States District Court for the Southern District of New York (or
if such court does
         not have jurisdiction over such claim, any other federal district
court of the United States).
         Please clarify if for Section 2 of Article XI to apply, any claim must
both arise under the
         Securities Act or the Exchange Act and not constitute any "Specified
Claim" including
         being any "derivative action." In that regard, we note that Section 27
of the Exchange Act
         creates exclusive federal jurisdiction over all suits brought to
enforce any duty or liability
         created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder.
       You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or
Raj Rajan,
Staff Accountant, at (202) 551-3388 if you have questions regarding comments on
the financial
statements and related matters. Please contact Cheryl Brown, Staff Attorney, at
(202) 551-
3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Energy & Transportation
cc:      Nikolaos Andronikos