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FORM 6-K


SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934


For the month of August 2008


EUROSEAS LTD.

(Translation of registrant's name into English)


Euroseas Ltd.

Aethrion Center

40 Ag. Konstantinou Street

151 24 Maroussi, Greece


(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual

reports under cover Form 20-F or Form 40-F.


Form 20-F |X| Form 40-F |_|


Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes |_| No |X|

<PAGE>


INFORMATION CONTAINED IN THIS FORM 6-K REPORT


Attached to this Report on Form 6-K as Exhibit 1 is a copy of the press release issued by Euroseas Ltd. (the "Company") on August 14, 2008 that reports results for the second quarter and six months period ended June 30, 2008


EXHIBIT 1


The Company hereby incorporates this Form 6-K into the Company's Registration Statement on Form F-3, filed on July 2, 2008, Registration Statement No. 333-152089, and the Company's Registration Statement on Form S-8, filed on December 18, 2007, Registration Statement No. 333-148124.





[f081408esea6k002.gif]










Euroseas Ltd. Reports Results for the Second Quarter and Six Month Period Ended June 30, 2008



Maroussi, Athens, Greece – August 14, 2008 – Euroseas Ltd. (NASDAQ: ESEA), an owner and operator of drybulk and container carrier vessels and provider of seaborne transportation for drybulk and containerized cargoes, announced today its results for the second quarter of 2008 and six month period ended June 30, 2008.


Second Quarter 2008 Highlights:


·

Net income of $15.7 million or $0.52 per share basic and $0.51 per share diluted calculated on 30,428,810 basic and 30,554,537 diluted weighted number of shares outstanding, respectively, on total net revenues of $34.5 million. Excluding the effect on the earnings for the quarter from the amortization of the fair value of time charter contracts acquired the earnings per share for the quarter ended June 30, 2008 would have been $0.44 per share basic and diluted.


·

Adjusted EBITDA was $21.7 million. Please refer to a subsequent section of the Press Release for a reconciliation of adjusted EBITDA to net income.


·

An average 15.44 vessels were operated during the second quarter 2008 earning an average time charter equivalent rate of $25,918 per day.


·

Declared a quarterly dividend of $0.32 per share for the second quarter 2008 payable on September 17, 2008 to shareholders of record on September 5, 2008.


Six Months 2008 Highlights:


·

Net income of $30.9 million or $1.02 per share basic and $1.01 per share diluted calculated on 30,375,182 basic and 30,501,654 diluted weighted number of shares outstanding, respectively, on total net revenues of $67.3 million. Excluding the effect on the earnings for the quarter from the amortization of the fair value of time charter contracts acquired the earnings per share for the six months ended June 30, 2008 would have been $0.87 per share basic and $0.86 per share diluted, respectively.


·

Adjusted EBITDA was $42.7 million. Please refer to a subsequent section of the Press Release for a reconciliation of adjusted EBITDA to net income.


·

An average 15.22 vessels were operated during the first six months of 2008 earning an average time charter equivalent rate of $25,824 per day


·

Declared quarterly dividends for the first and second quarters of 2008, aggregating $0.63 per share.




Fleet Developments:


·

In May 2008, took delivery of the M/V Maersk Noumea, an intermediate container vessel acquired for $43.5 million in May 2008. The vessel has a capacity of 34,677 dwt and 2,556 teu built in 2001, in South Korea. The vessel is employed under a term charter until August 2011, at a rate of about $16,800 per day followed by three one-year optional extensions for the charterer.


·

Following the acquisition of M/V Maersk Noumea, approximately 80% of Euroseas total fleet days in the remaining of 2008 and approximately 34% in 2009 are fixed under period charters, already concluded spot charters, or, otherwise protected from market fluctuations.



Aristides Pittas, Chairman and CEO of Euroseas commented: “During the second quarter of 2008, we continued to solidify our operations and at the same time expanded our fleet by one vessel, acquiring our youngest containership. We plan to continue expanding our fleet when opportunities arise by selecting vessels from the whole spectrum of the drybulk and containership markets which we believe maximize our return on equity at any given point of the market cycles.  The growth of our dividend from $0.49 per share for the first six months of 2007 to $0.63 per share for the first six months of 2008, a 29% increase, is the best evidence of the effectiveness of our investment and employment strategy, especially since it represents only about 60% of our net income and less than 50% of our cash flow. Our aim is to continue providing consistent and significant dividends throughout the market cycles.”


Tasos Aslidis, Chief Financial Officer of Euroseas commented: “The results of the first six months of 2008 reflect significantly higher revenues compared to the first six months 2007 due to the higher average time charter equivalent rate our vessels have achieved and the higher number of vessels in our fleet.  Specifically during the first six months of 2008, our fleet earned on average $25,824 per vessel per day compared to $18,567 per vessel per day during the same period in 2007. Daily vessel operating expenses, including management fees, during the first six months of 2008 reflect an increase of about 29% on a per vessel per day basis compared to the same period in 2007. This increase is mainly due to the increase in euro/dollar exchange rate, cost of lubricants, higher maintenance costs and higher crew costs because of the increased competition in securing quality personnel.


As of today, about 80% of our ship capacity days in the remaining of 2008 have been fixed (including the spot voyages already concluded for which the revenue is already known). In 2009, 34% of our capacity is under time charter contracts or protected from market fluctuations. We believe that our contract coverage gives us a solid revenue base for 2008 and 2009, more predictable cash flows and sufficient downside protection, while still allowing us to participate in the potential upside of the market.”


Second Quarter 2008 Results:

For the second quarter of 2008, the Company reported total net revenues of $34.5 million and net income of $15.7 million representing a 121.5% and 145.3% increase, respectively, over total net revenues of $15.6 million and net income of $6.4 million during the second quarter of 2007 On average, 15.44 vessels were operated during the second quarter 2008 earning an average time charter equivalent rate of $25,918 per day compared to 10.08 vessels in the same period 2007 earning on average $18,776 per day.


Adjusted EBITDA for the second quarter of 2008 was $21.7 million, a 91.4% increase over $11.4 million achieved during the second quarter of 2007. Please see below for Adjusted EBITDA reconciliation to net income and cash flow provided by operating activities.


Basic earnings per share for the second quarter of 2008 were $0.52, calculated on 30,428,810 weighted average number of shares outstanding, compared to earnings per share of $0.35 for the second quarter of 2007, calculated on 18,370,861 weighted average number of shares outstanding.  Diluted earnings per share were $0.51 and $0.35, respectively, inclusive of capital gains of $0.20 for the second quarter of 2007. The Company has recently declared a quarterly dividend of $0.32 per share, which represents its twelfth consecutive quarterly dividend and a 28% increase over last year’s second quarter dividend.


Excluding the effect on the earnings for the quarter from the amortization of the fair value of time charter contracts acquired the earnings per share for the quarter ended June 30, 2008 would have been $0.44 per share basic and diluted and, for the quarter ended June 30, 2007 would have been $0.38 per share basic and diluted. Usually, security analysts do not include amortization of the fair value of period charter contracts in their published estimates of earnings per share.


Six Months Ended June 30, 2008 Results:

For the six months ended June 30, 2008, the company reported total net revenues of $67.3 million and net income of $30.9 million, representing a 131.2% and 94.5% increase, respectively over the same period of 2007. Adjusted EBITDA for the period was $42.7 million, a 71.1% increase over 2007 (please see below for Adjusted EBITDA reconciliation to net income and cash flow from operating activities). In the first six months ended June 30, 2007, net revenues were $29.1 million, net income was $15.9 million and EBITDA was $24.9 million.  On average, 15.22 vessels were operated during the six month period 2008 earning an average time charter equivalent rate of $25,824 per day compared to 9.55 vessels in the same period 2007 earning a time charter equivalent rate of $18,567. Results for the six month period ended June 30, 2007 included a capital gain of $3.4 million from the sale of M/V “Ariel”. Excluding the capital gains from the 2007 results, net income and Adjusted EBITDA for the six month period ended June 30, 2008 increased 147.7% and 98.2%, respectively, over the same period of 2007.


Basic earnings per share for the six months ended June 30, 2008, were $1.02, calculated on 30,375,182 weighted average number of shares outstanding, compared to earnings per share of $0.92 for the same period of 2007 calculated on 17,258,629 weighted average number of shares outstanding. Diluted earnings per share were $1.01 and $0.92 per share calculated on 30,501,654 and 17,258,629 weighted average number of shares outstanding for the first six months of 2008and 2007, respectively.


Excluding the effect on the earnings for the quarter from the amortization of the fair value of time charter contracts acquired the earnings per share for the six month period ended June 30, 2008 would have been $0.87 per share basic and $0.86 per shares diluted, and, for the six month period ended June 30, 2007 would have been $0.79 per share basic and diluted exclusive of a $0.20 per share capital gain from the sale of M/V Ariel in February 2007. Usually, security analysts do not include amortization of the fair value of period charter contracts or contribution from capital gains in their published estimates of earnings per share.














Fleet Profile:

The Euroseas Ltd. fleet profile is as follows:


Name

Type

Dwt

TEU

Year Built

Employment


TCE Rate ($/day)


Dry Bulk Vessels

 

 

 

 

 

 

IRINI (*)

Panamax

69,734

 

1988

Baumarine Pool – ‘til end 2008

Spot/Partly fixed


ARISTIDES N.P.


Panamax


69,268

 


1993


TC ‘til Jan-09


$52,000


IOANNA P.


Panamax


64,873

 


1984


Spot


Spot


NIKOLAOS P.


Handysize


34,750

 


1984


TC ‘til Sep-08


$36,000


GREGOS


Handysize


38,691

 


1984


Spot


Spot

Total Dry Bulk Vessels


5

277,316

 


 

 

 

 

 

 

 

 

 

Multipurpose Dry Cargo Vessels

 

 

 

 

 

 

TASMAN TRADER


1



22,568



950



1990



TC ‘til Mar-12


$8,850 ‘til Dec-08,

$9,500 ‘til Dec-10,

$9,000 ‘til Mar-12


Container Carriers

 

 

 

 

 

 

MAERSK NOUMEA

Intermediate

34,677

2,556

2001

TC ‘til Aug-11

(3 annual options ’til Aug-14)

$16,800 ‘til Aug 11

$18,735 ‘til Aug 12

 $19,240 ‘til Aug 13

$19,750 ‘til Aug 14


TIGER BRIDGE


Intermediate


31,627


2,228


1990


TC ‘til Jul-09


$16,500


ARTEMIS


Intermediate


29,693


2,098


1987


TC ‘til Dec-08


$19,000


DESPINA P


Handy size


33,667


1,932


1990


TC ‘til Feb-09


          $15,250


OEL INTEGRITY

(ex-JONATHAN P)


Handy size


33,667


1,932


1990


TC ‘til May-09


$16,500


OEL TRANSWORLD

(ex-CLAN GLADIATOR)


Handy size


30,007


1,742


1992


TC ‘til Sep/Nov 09


$18,500


YM XINGANG I


Handy size


23,596


1,599


1993


TC ‘til Jul-09


$26,650


MANOLIS P


Handy size


20,346


1,452


1995


TC ‘til Nov-09


$15,800


NINOS
(ex-YM QINGDAO I)


Feeder


18,253


1,169


1990


TC ‘til Apr-09


$12,800 ‘til Apr-08
$13,175 ‘til Apr-09


KUO HSIUNG


Feeder


18,154


1,169


1993


TC ‘til Feb-09


$15,800


Total Container Carriers

10

273,687

17,877

 

 

 

Fleet Grand Total

16

573,571

18,827

 

 

 


 (*) "IRINI" is employed in the Baumarine spot pool that is managed by Klaveness, a major global charterer in the dry bulk area, and also participates in “short” funds (contracts to carry cargo at agreed rates), reducing its exposure to the spot market.


Summary Fleet Data:


 

3 months, ended  June 30, 2007

3 months, ended  June 30, 2008

6 months, ended  June 30, 2007

6 months, ended  June 30, 2008

FLEET DATA

 

 

 

 

Average number of vessels (1)

10.08

15.44

9.55

15.22

Calendar days for fleet (2)

917.0

1,405.0

1,728.0

2,770.0

Available days for fleet (3)

862.0

1,369.3

1,629.0

2,671.2

Voyage days for fleet (4)

860.6

1,353.5

1,626.3

2,646.2

Fleet utilization (5)

99.8%

98.8%

99.8%

99.1%

 

 

 

 

 

AVERAGE DAILY RESULTS

 

 

 

 

Time charter equivalent rate (6)

18,776

25,918

18,567

25,824

Vessel operating expenses (7)

4,587

6,050

4,515

5,820

General and administrative expenses (8)

474

894

396

829

Total vessel operating expenses (9)

5,061

6,944

4,911

6,649


(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.


(2) Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.


(3) Available days. We define available days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled repairs, drydockings or special or intermediate surveys. The shipping industry uses available days to measure the number of days in a period during which vessels were available to generate revenues.


(4) Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled and unscheduled repairs, drydockings or special or intermediate surveys or days waiting to find employment or other offhire. The shipping industry uses voyage days to measure the number of days in a period during which vessels actually generate revenues.


(5) Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as unscheduled repairs or days waiting to find employment.


(6) Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing revenue generated from voyage charters net of voyage expenses by available days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods.


(7) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance, repairs and management fees are calculated by dividing vessel operating expenses plus management fees by fleet calendar days for the relevant time period.


(8) Daily general and administrative expense is calculated by dividing general and administrative expense by fleet calendar days for the relevant time period.


(9) Total vessel operating expenses, or TVOE, is a measure of our total expenses associated with operating our vessels. TVOE is the sum of vessel operating expenses, management fees and general and administrative expenses. Daily TVOE is calculated by dividing TVOE by fleet calendar days for the relevant time period.


Conference Call and Webcast:

Later today, August 14, 2008 at 10:30 a.m. EDT, the company's management will host a conference call to discuss the results.


Conference Call details:

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 866 819 7111 (from the US), 0800 953 0329 (from the UK) or +44 (0)1452 542 301 (international standard dial in). Please quote “Euroseas”.


In case of any problems with the above numbers, please dial 1 866 223 0615 (from the US), 0800 694 1503 (from the UK) or +44 (0)1452 586 513 (international standard dial in). Quote “Euroseas”.


A recording of the conference call will be available until August 21, 2008 by dialing 1 866 247 4222 (from the US), 0800 953 1533 (from the UK) or +44 (0)1452 550 000 (international standard dial in). Access Code: 6973591#

Audio webcast – Slides Presentation:

There will be a live and then archived audio webcast of the conference call, via the internet through the Euroseas website (www.euroseas.gr).  Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.


A slides presentation on the second quarter and six month period ended June 30, 2008 results in PDF format will also be available 30 minutes prior to the conference call and webcast accessible on the company’s website (www.euroseas.gr) on the webcast page.  Participants to the webcast can download the PDF presentation.






Euroseas Ltd.

Consolidated Condensed Statement of Income

(All amounts expressed in U.S. Dollars – except share amounts)


 

Three Months Ended June 30,

Three Months Ended, June 30,

Six Months Ended, June 30,

Six Months Ended June 30,

 

2007

2008

2007

2008

 

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenues

 

 

 

 

Voyage revenue

16,341,028

35,982,504

30,524,348

70,453,207

Commissions

(784,430)

(1,518,387)

(1,421,101)

(3,167,155)

Net revenues

15,556,598

34,464,117

29,103,247

67, 286,052

   

 

 

 

 

Operating expenses

 

 

 

 

Voyage expenses

182,008

902,168

328,623

2,117,459

Vessel operating expenses

3,423,148

7,097,071

6,350,159

13,407,911

Amortization and depreciation

3,472,104

8,486,784

6,163,131

16,456,481

Management fees

783,171

1,403,355

1,451,378

2,714,535

Other general and administrative expenses


434,280


1,256,180


683,916


2,297,429

Total operating expenses

8,294,711

19,145,558

14,977,207

36, 993,815

 

 

 

 

 

Net gain from sale of vessel

-

-

3,411,397

-

Operating income

7,261,887

15,318,559

17,537,437

30,292,237

Other income/(expenses)

 

 

 

 

Interest and finance cost

(1,165,008)

(677,742)

(2,358,105)

(1,700,736)

Interest income

303,725

723,422

695,981

1,860,219

Income from investments

-

324,502

-

431,695

Foreign exchange (loss)/gain

(538)

8,444

60

(13,382)

Other expenses, net

(861,821)

378,626

(1,662,064)

577,796

 

 

 

 

 


Net income


6,400,066


15,697,185


15,875,373


30,870,033

Earnings, per share, basic

0.35

0.52

0.92

1.02

Weighted average number of shares, basic

18,370,861

30,428,810

17,258,629

30,375,182

Earnings, per share, diluted

0.35

0.51

0.92

1.01

Weighted average number of shares, diluted

18,447,922

30,554,537

17,258,629

30,501,654






Euroseas Ltd.

Consolidated Condensed Balance Sheet

(All amounts expressed in U.S. Dollars)


 

        December 31,
         2007

        June 30,
         2008

 

 (unaudited)

 (unaudited)

ASSETS

 

 

Current Assets:

 

 

    Cash and cash equivalents

104,135,320

68,700,764

    Trade accounts receivable

1,174,045

1,533,923

    Other receivables, net

741,081

668,113

    Due from related company

5,291,197

3,852,494

    Inventories

1,903,678

1,598,393

    Restricted cash

1,739,879

1,895,523

    Trading securities

2,891,658

2,865,707

    Prepaid expenses

430,605

365,137

Total current assets

118,307,463

81,480,054

 

 

 

Fixed assets:

 

 

    Vessels, net

238,248,984

276,640,894

Long-term assets:

 

 

    Restricted cash

4,500,000

4,800,000

    Deferred charges, net

5,529,870

7,092,133

    Deferred offering expenses

-

122,925

    Fair value of above market time charter acquired

4,604,514

3,128,968

Total long-term assets

252,883,368

291,784,920

Total assets

371,190,831

373,264,974

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

    Long term debt, current portion

25,575,000

17,310,000

    Trade accounts payable

3,789,764

2,571,440

    Accrued expenses

2,043,585

2,043,734

    Accrued dividends

-

132,675

    Deferred revenue

3,774,162

2,954,554

Total current liabilities

35,182,511

25,012,403

 

 

 

Long-term liabilities:

 

 

    Long term debt, net of current portion

56,015,000

49,790,000

    Fair value of below market time charter acquired

8,202,972

11,808,252

Total long-term liabilities

64,217,972

61,598,252

Total liabilities

99,400,483

86,610,655

 

 

 

Shareholders' equity:

 

 

    Common stock (par value $0.03, 100,000,000 shares authorized, 30,261,113 and 30,430,236 issued and outstanding)

    Preferred shares (par value $0.01, 20,000,000 shares authorized, no shares issued and outstanding)

907,834

912,908

    Additional paid-in capital

231,147,700

233,830,946

    Retained earnings

39,734,814

51,910,465

    Total shareholders' equity

271,790,348

286,654,319

    Total liabilities and shareholders' equity

371,190,831

373,264,974



Euroseas Ltd.

Consolidated Condensed Statements of Cash Flows

 (All amounts expressed in U.S. Dollars)


 

Six Months
Ended
June 30,

Six Months
Ended
June 30,

 

 2007

2008

 

(unaudited)

(unaudited)

Cash flows from operating activities:



Net income

15,875,373

30,870,033

Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation of vessels

5,613,098

14,787,848

Amortization of deferred charges

587,883

1,712,454

Amortization of fair value of time charters

1,231,626

(4,516,612)

Gain on sale of vessels

(3,411,397)

-

Share-based compensation

-

877,398

Proceeds from sale of trading securities, net

-

282,646

Gain on trading securities

-

(256,695)

Changes in operating assets and liabilities

1,426,504

(3,802,539)

Net cash provided by operating activities

21,323,087

39,954,533

 



Cash flows from investing activities:



Purchase of vessels including improvements

(58,128,739)

(43,582,320)

Change in restricted cash

(733,359)

(455,644)

Proceeds from sale of vessels

5,223,523

-

Net cash  (used in) investing activities

(53,638,575)

(44,037,964)

 



Cash flows from financing activities:



Issuance of share capital

172,560

5,030

Net proceeds from shares issued

44,213,244

1,805,892

Dividends paid

(7,185,754)

(18,561,707)

Loan arrangement fees paid

(40,000)

-

Offering expenses paid

(1,038,394)

(110,340)

Proceeds from long term debt

10,000,000

-

Repayment of long-term debts

(9,370,000)

(14,490,000)

Net cash provided by / (used in) financing activities

36,751,656

(31,351,125)

 



Net increase / (decrease) in cash and cash equivalents

4,436,168

(35,434,556)

Cash and cash equivalents at beginning of period

2,791,107

104,135,320

Cash and cash equivalents at end of period

7,227,275

68,700,764










Euroseas Ltd.

Reconciliation of Adjusted EBITDA to

Net Income and Cash Flow Provided By Operating Activities

(All amounts expressed in U.S. Dollars)


 

Three Months Ended

June 30, 2007

Three Months Ended

June 30, 2008

Six Months Ended

June 30, 2007

Six Months Ended

June 30, 2008


Net income     


6,400,066


15,697,185


15,875,373


30,870,033


Interest and finance costs, net

(includes interest income)

                            


861,283

                            


(45,680)

                             


1,662,124

                             


(159,483)


Depreciation and amortization

3,472,104

8,486,784

6,163,131

16,456,481


Amortization of deferred revenue of below market time charter acquired




(116,536)




(3,142,739)




(231,791)




(5,992,158)


Amortization of deferred revenue of above market time charter acquired




735,751




737,773




1,463,417




1,475,546


Adjusted EBITDA

11,352,668

21,733,323

24,932,254

42,650,419


 

Three Months Ended

June 30, 2007

Three Months Ended

June 30, 2008

Six Months Ended

June 30, 2007

Six Months

Ended

June 30, 2008


Net cash flow provided by operating activities


12,478,230


17,199,980


21,323,087


39,954,533


Changes in operating assets / liabilities


(1,971,114)


5,418,142


(1,426,504)


3,802,539


Gain from vessel sale


-


-

3,411,397

-


Gain on trading securities, net


-


239,653


-


256,695


Investment on trading securities, net


-


(547,828)


-


(282,646)


Share based compensation


-


(509,658)


-


(877,398)


Interest, net


845,552


(66,966)


1,624,274


(203,304)


Adjusted EBITDA

11,352,668

21,733,323

24,932,254

42,650,419



EBITDA Reconciliation:

Euroseas Ltd. considers Adjusted EBITDA to represent net earnings before interest, taxes, depreciation, amortization and amortization of deferred revenues from above or below market time charters acquired. Adjusted EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included herein because it is a basis upon which we assess our liquidity position and because we believe that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness. The Company’s definition of Adjusted EBITDA may not be the same as that used by other companies in the shipping or other industries.  


Euroseas Ltd.

Reconciliation of Net Income Excluding the Effect from the Amortization of the  

Fair Value of Charters Acquired and Gains from Vessel Sales to Net Income

(All amounts expressed in U.S. Dollars – except share data and per share amounts)


 

Three Months Ended

June 30, 2007

Three Months Ended

June 30, 2008

Six Months Ended

June 30, 2007

Six Months Ended

June 30, 2008


Net income


6,400,066                       


15,697,185                       


15,875,373                      


30,870,033


Amortization of deferred revenue of below market time charter acquired




(116,536)




(3,142,739)




(231,791)




(5,992,158)


Amortization of deferred revenue of above market time charter acquired




735,751




737,773




1,463,417




1,475,546


Gain on vessel sale


-


-


(3,411,397)


-


Net Income excluding amortization of the fair value of charters acquired and gains on vessel sales

                            



7,019,281

                            



13,292,219

                            



13,695,602

                            



26,353,421


Net Income per share excluding amortization of the fair value of charters acquired, basic

                            



0.38

                            



0.44

                            



0.79

                            



0.87


Weighted average number of shares, basic


18,370,861


30,428,810


17,258,629


30,375,182


Net Income per share excluding amortization of the fair value of charters acquired, diluted

                            



0.38

                            



0.44

                            



0.79

                            



0.86


Weighted average number of shares, diluted


18,447,922


30,554,537


17,258,629


30,501,654




 



About Euroseas Ltd.

Euroseas Ltd. was formed on May 5, 2005 under the laws of the Republic of the Marshall Islands to consolidate the ship owning interests of the Pittas family of Athens, Greece, which has been in the shipping business over the past 136 years. Euroseas trades on the NASDAQ Global Select Market under the ticker ESEA.


Euroseas operates in the dry cargo, drybulk and container shipping markets. Euroseas’ operations are managed by Eurobulk Ltd., an ISO 9001:2000 certified affiliated ship management company, which is responsible for the day-to-day commercial and technical management and operations of the vessels. Euroseas employs its vessels on spot and period charters and through pool arrangements.


The Company has a fleet of 16 vessels, including 3 Panamax drybulk carriers, 2 Handysize drybulk carriers, 3 Intermediate container ship, 5 Handysize container ships, 2 Feeder container ships and a multipurpose dry cargo vessel. Euroseas` 5 drybulk carriers have a total cargo capacity of 277,316 dwt, its 10 container ships have a cargo capacity of 17,877 teu and its 1 multipurpose vessel has a cargo capacity of 22,568 dwt or 950 teu.


Forward Looking Statement

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels and container ships, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.


Contact:

Visit our website www.euroseas.gr


Company Contact

Investor Relations / Financial Media

Tasos Aslidis

Chief Financial Officer

Euroseas Ltd.

11 Canterbury Lane,

Watchung, NJ 07069

Tel. (908) 301-9091

E-mail: aha@euroseas.gr

Nicolas Bornozis

President

Capital Link, Inc.

230 Park Avenue, Suite 1536

New York, NY 10169

Tel. (212) 661-7566

E-mail: nbornozis@capitallink.com




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                  EUROSEAS LTD.

                                  (registrant)



Dated:  August 14, 2008             

 By: /s/ Aristides J. Pittas

                                           

 ---------------------------------

 Aristides J. Pittas

 President