The following is a discussion of the Company's financial condition and results of operation for the three-month periods ended March 31, 2009 and 2008. This section should be read in conjunction with the consolidated financial statements included elsewhere in this report and the notes to those financial statements.

This discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provided for under these sections. These statements may include words such as "believe," "estimate," "project," "intend," "expect," "plan," "anticipate," and similar expressions in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward looking statements reflect management's current expectations and observations with respect to future events and financial performance. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The principal factors that affect our financial position, results of operations and cash flows include, charter market rates, which have recently declined significantly from historic highs, periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a function of the cost of our vessels, significant vessel improvement costs and our vessels' estimated useful lives, and financing costs related to our indebtedness. Our actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors which could include the following: (i) changes in demand in the dry bulk market, including, without limitation, changes in production of, or demand for, commodities and bulk cargoes, generally or in particular regions; (ii) greater than anticipated levels of dry bulk vessel new building orders or lower than anticipated rates of dry bulk vessel scrapping;
(iii) changes in rules and regulations applicable to the dry bulk industry, including, without limitation, legislation adopted by international bodies or organizations such as the International Maritime Organization and the European Union or by individual countries; (iv) actions taken by regulatory authorities;
(v) changes in trading patterns significantly impacting overall dry bulk tonnage requirements; (vi) changes in the typical seasonal variations in dry bulk charter rates; (vii) changes in the cost of other modes of bulk commodity transportation; (viii) changes in general domestic and international political conditions; (ix) changes in the condition of the Company's vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking costs); (x) and other factors listed from time to time in our filings with the Securities and Exchange Commission. This discussion also includes statistical data regarding world dry bulk fleet and orderbook and fleet age. We generated some of this data internally, and some were obtained from independent industry publications and reports that we believe to be reliable sources. We have not independently verified this data nor sought the consent of any organizations to refer to their reports in this quarterly report. We disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are Eagle Bulk Shipping Inc., a Republic of Marshall Islands corporation headquartered in New York City. We own one of the largest fleets of Supramax dry bulk vessels in the world. Supramax dry bulk vessels range in size from 50,000 to 60,000 dwt. We transport a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes. As of March 31, 2009, we own and operate a modern fleet of 25 Handymax dry bulk vessels, 22 of which are of the Supramax class. We also have a Supramax newbuilding program for the construction of vessels in Japan and China. As of March 31, 2009, we have taken delivery of five vessels and an additional 22 vessels will be constructed and are expected to be delivered into our fleet through 2011, upon which our total fleet will consist of 47 vessels with a combined carrying capacity of 2.55 million dwt.

We are focused on maintaining a high quality fleet that is concentrated primarily in one vessel type - Handymax dry bulk carriers and its sub-category of Supramax vessels which are Handymax vessels ranging in size from 50,000 to 60,000 dwt. These vessels have the cargo loading and unloading flexibility of on-board cranes while offering cargo carrying capacities approaching that of Panamax dry bulk vessels, which range in size from 60,000 to 100,000 dwt and rely on port facilities to load and offload their cargoes. We believe that the cargo handling flexibility and cargo carrying capacity of the Supramax class vessels make them attractive to cargo interests and vessel charterers. The 25 vessels in our operating fleet, with an aggregate carrying capacity of 1,296,917 deadweight tons, have an average age of only six years compared to an average age for the world Handymax dry dulk fleet of over 15 years.

Each of our vessels is owned by us through a separate wholly owned Republic of the Marshall Islands limited liability company.

We maintain our principal executive offices at 477 Madison Avenue, New York, New York 10022. Our telephone number at that address is (212) 785-2500. Our website address is www.eagleships.com. Information contained on our website does not constitute part of this quarterly report.

Our financial performance since inception is based on the following key elements of our business strategy:

(1) concentration in one vessel category: Supramax class of Handymax dry bulk vessels, which we believe offer size, operational and geographical advantages (over Panamax and Capesize vessels),

(2) our strategy is to charter our vessels primarily pursuant to one- to three-year time charters to allow us to take advantage of the stable cash flow and high utilization rates that are associated with medium to long-term time charters. Reliance on the spot market contributes to fluctuations in revenue, cash flow, and net income. On the other hand, time charters provide a shipping company with a predictable level of revenues. We have entered into time charters for all of our vessels in our operating fleet which range in length from approximately one to three years, and in the case of many of our newbuilding vessels for periods up to December 2018. Our time charters provide for fixed semi-monthly payments in advance. We believe this strategy is effective in strong and weak dry bulk markets, giving us security and predictability of cashflows when we look at the volatility of the shipping markets,

(3) maintain high quality vessels and improve standards of operation through improved environmental procedures, crew training and maintenance and repair procedures, and

(4) maintain a balance between purchasing vessels as market conditions and opportunities arise and maintaining prudent financial ratios (e.g. leverage ratio).

We have employed all of our vessels in our operating fleet on time charters. During the three months ended March 31, 2009, we took delivery of two newbuilding vessels, CRESTED EAGLE and STELLAR EAGLE, which promptly entered into their respective charters. The following table represents certain information about the Company's revenue earning charters on its operating fleet:

                   Year                                           Daily Time
Vessel             Built Dwt    Time Charter Expiration (1)    Charter Hire Rate
Cardinal (2)       2004  55,362 June to September 2009              $12,000
Condor             2001  50,296 May to July 2010                    $22,000
Falcon (3)         2001  51,268 April to June 2010                  $39,500
Griffon (4)        1995  46,635 February 2010 to May 2010           $9,500
Harrier (5)        2001  50,296 June 2009 to September 2009         $24,000
Hawk I (6)         2001  50,296 May 2009 to June 2009               $12,800
Heron (7)          2001  52,827 January 2011 to May 2011            $26,375
Jaeger (8)         2004  52,248 October 2009 to January 2010        $10,100
Kestrel I (9)      2004  50,326 March 2010 to July 2010             $11,500
Kite (10)          1997  47,195 September 2009 to January 2010      $9,500
Merlin (11)        2001  50,296 December 2010 to March 2011         $25,000
Osprey I (12)      2002  50,206 October 2009 to December 2009       $25,000
Peregrine (13)     2001  50,913 December 2009 to March 2010         $8,500
Sparrow (14)       2000  48,225 February 2010 to May 2010           $10,000
Tern (15)          2003  50,200 December 2009 to March 2010         $8,500
Shrike             2003  53,343 April 2009 to July 2009             $24,600
                                May 2010 to Aug 2010                $25,600
Skua               2003  53,350 May 2009 to August 2009             $24,200
Kittiwake          2002  53,146 July 2009 to September 2009         $56,250
Goldeneye          2002  52,421 May 2009 to July 2009               $61,000
                                Feb 2012                            $24,750
Wren (16)          2008  53,349 Feb 2012 to Dec 2018/Apr 2019    $18,000 (with
                                                                 profit share)
Redwing            2007  53,411 August 2009 to October 2009         $50,000

Woodstar (17)      2008  53,390 Jan 2014                            $18,300
                                Jan 2014 to Dec 2018/Apr 2019    $18,000 (with
                                                                 profit share)
Crowned Eagle      2008  55,940 September 2009 - December 2009      $16,000

(1) The date range provided represents the earliest and latest date on which the charterer may redeliver the vessel to the Company upon the termination of the charter. The time charter hire rates presented are gross daily charter rates before brokerage commissions, ranging from 1.25% to 6.25%, to third party ship brokers.

(2) In March 2009, the charterer of the CARDINAL paid in advance for the duration of the charter an amount equal to the difference between the prevailing daily charter rate of $62,000 and a new rate of $12,000 per day. This amount has been recorded in Deferred Revenue in the Company's financial statements and is being recognized into revenue ratably over the charter period such that the daily charter rate remains effectively $62,000 per day. The cash payment received by the Company has been adjusted by a present value interest rate factor of 3%.

(3) The charterer of the FALCON has an option to extend the charter period by 11 to 13 months at a daily time charter rate of $41,000.

(4) In March 2009, upon completion of the previous time charter, the GRIFFON commenced a new short term charter at $10,500 per day. Upon completion of this charter, the vessel will enter a new charter for 11 to 13 months at a rate of $9,500 per day

(5) The daily rate for the HARRIER is $27,000 for the first year and $21,000 for the second year. Revenue recognition is based on an average daily rate of $24,000.

(6) In March 2009, upon completion of the previous time charter, the HAWK commenced a new short term charter at $12,800 per day

(7) The charterer of the HERON has an option to extend the charter period by 11 to 13 months at a time charter rate of $27,375 per day. The charterer has a second option for a further 11 to 13 months at a time charter rate of $28,375 per day.

(8) In December 2008, the JAEGER commenced a charter for one year at an average daily rate of approximately $10,100 based on a charter rate of $5,000 per day for the first 50 days and $11,000 per day for the balance of the year.

(9) In January 2009, upon completion of the previous time charter, the KESTREL entered into two short term positioning charters prior to its scheduled drydocking in April 2009. The vessel first earned $8,500 per day in February 2009 and then earned $18,000 per day for the remainder of the quarter. Upon completion of the drydocking survey, the vessel will enter a new charter for 11 to 13 months at a rate of $11,500 per day

(10) In March 2009, the charterer of the KITE paid in advance for the duration of the charter an amount equal to the difference between the prevailing daily charter rate of $21,000 and a new rate of $9,500 per day. This amount has been recorded in Deferred Revenue in the Company's financial statements and is being recognized into revenue ratably over the charter period such that the daily charter rate remains effectively $21,000 per day. The cash payment received by the Company has been adjusted by a present value interest rate factor of 3%.

(11) The daily rate for the MERLIN is $27,000 for the first year, $25,000 for the second year and $23,000 for the third year. Revenue recognition is based on an average daily rate of $25,000.

(12) The charterer of the OSPREY has an option to extend the charter period by 11 to 13 months at a time charter rate of $25,000 per day.

(13) In January 2009, upon completion of the previous time charter, the PEREGRINE commenced a new charter at $8,500 per day.

(14) In March 2009, the charterer of the SPARROW paid in advance for the duration of the charter an amount equal to the difference between the prevailing daily charter rate of $34,500 and a new rate of $10,000 per day. This amount has been recorded in Deferred Revenue in the Company's financial statements and is being recognized into revenue ratably over the charter period such that the daily charter rate remains effectively $34,500 per day. The cash payment received by the Company has been adjusted by a present value interest rate factor of 3%.

(15) In January 2009, upon completion of the previous time charter, the TERN commenced a new charter at $8,500 per day.

(16) The WREN has entered into a long-term charter. The charter rate until February 2012 is $24,750 per day. Subsequently, the charter until redelivery in December 2018 to April 2019 will be profit share based. The base charter rate will be $18,000 with a 50% profit share for earned rates over $22,000 per day. Revenue recognition for the base rate from commencement of the charter is based on an average daily base rate of $20,306.

(17) The WOODSTAR has entered into a long-term charter. The charter rate until January 2014 is $18,300 per day. Subsequently, the charter until redelivery in December 2018 to April 2019 will be profit share based. The base charter rate will be $18,000 with a 50% profit share for earned rates over $22,000 per day. Revenue recognition for the base rate from commencement of the charter is based on an average daily base rate of $18,152.

(18) The charterer of the CRESTED EAGLE has an option to extend the charter period by 11 to 13 months at a base time charter rate of $11,500 plus 50% of the difference between the base rate and the BSI time charter average (provided the BSI TC average is greater than the base rate). The profit share to be calculated each month based on the trailing BSI TC average for the month.

The following table, as of March 31, 2009, represents certain information about the Company's newbuilding vessels being constructed and their employment upon delivery:

                         Year                                Daily
                       Built -                               Time
                       Expected                             Charter
                       Delivery Time Charter Employment    Hire Rate
Vessel           Dwt     (1)    Expiration (2)                (3)      Profit Share
Thrasher        53,100 Nov 2009 Feb 2016                    $18,400         -
                                Feb 2016 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Avocet          53,100 Dec 2009 Mar 2016                    $18,400         -
                                Mar 2016 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Bittern         58,000 Sep 2009 Dec 2014                    $18,850         -
                                Dec 2014 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Canary          58,000 Oct 2009 Jan 2015                    $18,850         -
                                Jan 2015 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Crane           58,000 Nov 2009 Feb 2015                    $18,850         -
                                Feb 2015 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Egret (4)       58,000 Dec 2009 Sep 2012 to Jan 2013        $17,650  50% over $20,000
Golden Eagle    56,000 Jan 2010 Charter Free                   -            -
Gannet (4)      58,000 Jan 2010 Oct 2012 to Feb 2013        $17,650  50% over $20,000
Grebe(4)        58,000 Feb 2010 Nov 2012 to Mar 2013        $17,650  50% over $20,000
Imperial Eagle  56,000 Feb 2010 Charter Free                   -            -
Ibis (4)        58,000 Mar 2010 Dec 2012 to Apr 2013        $17,650  50% over $20,000
Jay             58,000 Apr 2010 Sep 2015                    $18,500  50% over $21,500
                                Sep 2015 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Kingfisher      58,000 May 2010 Oct 2015                    $18,500  50% over $21,500
                                Oct 2015 to Dec 2018/Apr    $18,000  50% over $22,000
                                2019
Martin          58,000 Jun 2010 Dec 2016 to Dec 2017        $18,400         -
Thrush          53,100 Nov 2010 Charter Free                   -            -
Nighthawk       58,000 Mar 2011 Sep 2017 to Sep 2018        $18,400         -
Oriole          58,000 Jul 2011 Jan 2018 to Jan 2019        $18,400         -
Owl             58,000 Aug 2011 Feb 2018 to Feb 2019        $18,400         -
Petrel (4)      58,000 Sep 2011 Jun 2014 to Oct 2014        $17,650  50% over $20,000
Puffin (4)      58,000 Oct 2011 Jul 2014 to Nov 2014        $17,650  50% over $20,000
Roadrunner (4)  58,000 Nov 2011 Aug 2014 to Dec 2014        $17,650  50% over $20,000
Sandpiper (4)   58,000 Dec 2011 Sep 2014 to Jan 2015        $17,650  50% over $20,000

CONVERTED INTO OPTIONS

Snipe (6)       58,000 Jan 2012 Charter Free                   -            -
Swift (6        58,000 Feb 2012 Charter Free                   -            -
Raptor (6)      58,000 Mar 2012 Charter Free                   -            -
Saker (6)       58,000 Apr 2012 Charter Free                   -            -
Besra (5,6)     58,000          Charter Free                   -            -
                       Oct 2011
Cernicalo (5,6) 58,000 Jan 2011 Charter Free                   -            -
Fulmar (5,6)    58,000          Charter Free                   -            -
                       Jul 2011

(1) Vessel build and delivery dates are estimates based on guidance received from shipyard.

(2) The date range represents the earliest and latest date on which the charterer may redeliver the vessel to the Company upon the termination of the charter.

(3) The time charter hire rate presented are gross daily charter rates before brokerage commissions ranging from 1.25% to 6.25% to third party ship brokers.

(4) The charterer has an option to extend the charter by 2 periods of 11 to 13 months each.

(5) Options for construction declared on December 27, 2007.

(6) Firm contracts converted to options in December 2008.

Fleet Management

The management of our fleet includes the following functions:

· Strategic management. We locate, obtain financing and insurance for, purchase and sell vessels.

· Commercial management. We obtain employment for our vessels and manage our relationships with charterers.

· Technical management. The technical manager performs day-to-day operations and maintenance of our vessels.

We carry out the commercial and strategic management of our fleet through our wholly owned subsidiary, Eagle Shipping International (USA) LLC, a Republic of the Marshall Islands limited liability company that maintains its principal executive offices in New York City. We currently have a total of twenty seven shore based personnel, including our senior management team and our office staff, who either directly or through this subsidiary, provides the following services:

· commercial operations and technical supervision;

· safety monitoring;

· vessel acquisition; and

· financial, accounting and information technology services.

The technical management of our fleet is provided by our unaffiliated third party technical managers, V.Ships, Wilhelmsen Ship Management, and Anglo Eastern International Ltd., that we believe are three of the world's largest providers of independent ship management and related services. In conjunction with our management, V. Ships, Wilhelmsen, and Anglo Eastern International Ltd., we have established an operating expense budget for each vessel. All deviations from the budgeted amounts are for our account. We review the performance of our technical managers on an ongoing basis and may add or change technical managers.

Our technical managers are paid a fixed management fee for each vessel in our operating fleet for the technical management services provided. For the three-month periods ended March 31, 2009 and 2008, the technical management fee averaged $9,173 and $9,623 per vessel per month, respectively. Management fees paid to our technical managers are recorded under Vessel Expenses.

Value of Assets and Cash Requirements

The replacement costs of comparable new vessels may be above or below the book value of our fleet. The market value of our fleet may be below book value when market conditions are weak and exceed book value when markets conditions are strong. Customary with industry practice, we may consider asset redeployment which at times may include the sale of vessels at less than their book value.

The Company's results of operations and cash flow may be significantly affected by future charter markets.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our interim, unaudited, consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, and the rules and regulations of the SEC which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. As the discussion and analysis of our financial condition and results of operations is based upon our interim, unaudited, consolidated financial statements, they do not include all of the information on critical accounting policies normally included in consolidated financial statements. Accordingly, a detailed description of these critical accounting policies should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Reports on Form 10-K. There have been no material changes from the "Critical Accounting Policies" previously disclosed in our Form 10-K for the year ended December 31, 2008.

Results of Operations for the three month periods ended March 31, 2009 and 2008:

Fleet Data

We believe that the measures for analyzing future trends in our results of operations consist of the following:

                                        Three Months Ended
                                   March 31, 2009 March 31, 2008

                 Ownership Days        2,138          1,638
                 Available Days        2,137          1,638
                 Operating Days        2,128          1,633
                 Fleet Utilization     99.6%          99.7%

· Ownership days: We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership 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 a period. Ownership days for the three month period ended March 31, 2009, increased 31% from the corresponding period in 2008 as we operated 25 vessels in the first quarter of 2009 compared to 18 vessels in the corresponding period in 2008.

· Available days: We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to vessel familiarization upon acquisition, scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. During the three-month period ended March 31, 2009, the Company did not drydock any vessels, but incurred a total of one day of off-hire for vessel familiarization upon delivery of the Crested Eagle and Stellar Eagle which joined the fleet in January and March 2009, respectively.

· Operating days: We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

· Fleet utilization: We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the 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 other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning. Our fleet continues to perform at high utilization rates.

Revenues

All of our vessels are employed on time charters. Our time charter equivalent . . .