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                             December 13, 2022

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

                                                        Re: Toro Corp.
                                                            Registration
Statement on Form 20-F
                                                            Filed November 16,
2022
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form 20-F
                                                            Filed December 1,
2022
                                                            File No. 001-41561

       Dear Petros Panagiotidis:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments. Unless we note otherwise, our
references to prior
       comments are to comments in our October 31, 2022 letter.

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

       Risk Factors
       Our Bylaws contain exclusive forum provisions ..., page 29

   1.                                                   In your response to
comment 2 you confirm that in order for Section 2 of Article XI of the
                                                        Company   s Amended and
Restated Bylaws to apply, a claim must both arise under the
                                                        Securities Act or the
Exchange Act and not constitute any    Specified Claim   , including
                                                        being any derivative
action. As investors may have a right to bring derivative actions
                                                        under both the
Securities Act and the Exchange Act, please revise to make clear the
 Petros Panagiotidis
Toro Corp.
December 13, 2022
Page 2
      criteria for claims to qualify for Section 2 of Article XI, and disclose
that such "derivative
      actions" would not qualify for the exclusive forum clause in Section 2 of
Article XI that
      places such exclusive forum in the the United States District Court for
the Southern
      District of New York. Rather, make clear that derivative actions,
including those actions
      arising under the Securities Act or Exchange Act, would be subject to
Section 1 of Article
      XI, with exclusive forum in the High Court of the Republic of the
Marshall Islands.
      Please make similar revisions to your section "Exclusive Forum" on page
83 such that you
      have consistent disclosure throughout your filing as to the applicability
of your provisions
      to actions arising under the Securities Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       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,
FirstName LastNamePetros Panagiotidis
                                                             Division of
Corporation Finance
Comapany NameToro Corp.
                                                             Office of Energy &
Transportation
December 13, 2022 Page 2
cc:       Nikolaos Andronikos
FirstName LastName