**Exhibit 15.1****FREESEAS INC.****CODE OF BUSINESS CONDUCT AND ETHICS**     This Code of Business Conduct and Ethics sets out basic principles and standards of conduct toguide all employees, officers and directors of FreeSeas Inc. and its subsidiaries (the “Company”).All of our employees, officers and directors must conduct themselves in accordance with theseprinciples and standards.     Claims of violations of this Code will be investigated by appropriate personnel or Companyrepresentatives. Those who violate the standards in this Code may be subject to disciplinaryaction, including dismissal. ***If you are in a situation that you believe may violate or lead to aviolation of this Code, you should consult your superior or manager or the Chief Financial Officerof the Company.*** 1. **Directors, officers and employees should act with honest and ethical conduct.**    The Company’s employees, officers and directors should act ethically and in goodfaith, with honesty and integrity, when acting on behalf of the Company or inconnection with the Company’s business or operations.  2. **Directors, officers and employees must comply with laws, rules andregulations.**    All employees, officers and directors of the Company must respect and obey the lawsof the jurisdictions in which we operate. Any employee, officer or director who isunsure about any aspect of these laws should seek advice from officers,supervisors, managers or other appropriate personnel.  3. **Public disclosure should be full, fair, accurate, timely and understandable.**    Employees, officers and directors who are involved in the preparation of reportsand documents that the Company files with or submits to the Securities and ExchangeCommission or that are otherwise public communications have a responsibility topromote full, fair, accurate, timely and understandable disclosure in such reports,documents and communications.  4. **Employees, officers and directors must avoid conflicts of interest.**    Employees, officers and directors must avoid conflicts of interest involving theCompany or its businesses. A “conflict of interest” occurs when an individual’sprivate interest interferes in any way, or even appears to interfere, with theinterests of the Company as a whole. A conflict situation can arise when anemployee, officer or director takes actions or has interests that may make itdifficult to perform his or her work for the Company objectively and effectively.Conflicts of interest
 

 
   also arise when an employee, officer or director, or a member of his or her family,receives improper personal benefits as a result of his or her position in or withthe Company. Loans to, or guarantees of obligations of, such persons are ofspecial concern, and must comply with all laws and may be subject to approval bythe Audit Committee of the Board of Directors. Any employee, officer or directorwho becomes aware of a conflict or potential conflict of interest or any materialtransaction or relationship that reasonably could be expected to give rise to aconflict of interest should bring it to the attention of an executive officer.Conflicts of interest may not always be clear, so if you have a question, youshould consult with an executive officer of the Company or other personnel or legalcounsel designated by the Company from time to time. 5. **Confidentiality of Company information must be maintained.**    Employees, officers and directors of the Company must maintain the confidentialityof information entrusted or made available to them by the Company, except whendisclosure is authorized by the Company or legally mandated, and must not use thatinformation for personal advantage. Confidential information includes allfinancial and other records and non-public information about the Company that, ifdisclosed, might be of use to competitors, or harmful to the Company.  6. **Employees, officers and directors are prohibited from taking the Company’scorporate opportunities.**    Employees, officers and directors of the Company are prohibited from (a) taking forthemselves opportunities that are discovered through the use of the Company’sproperty, information or position, without the consent of a majority of thedisinterested members of the Board of Directors, (b) using the Company’s property,information or position for improper personal gain, or (c) competing with theCompany directly or indirectly. Employees, officers and directors owe a duty tothe Company to advance its legitimate interests when the opportunity to do soarises.  7. **Fair dealing in all activities is expected.**    Each employee, officer and director should endeavor to deal fairly with theCompany’s charterers, business partners, competitors and employees. An employee,officer or director should not take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentation ofmaterial facts or any other unfair-dealing practice in connection with theCompany’s business.  8. **Employees, officers and directors should protect and properly use theCompany’s assets.**    All employees, officers and directors should protect the Company’s assets andensure their efficient use. Theft, carelessness and waste have a direct impact onthe Company’s profitability. All Company assets should be used for legitimatebusiness purposes. Company equipment should not be used for non-Company business,although incidental personal use may be permitted in some circumstances.
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 9. **Waivers of this Code must be approved and disclosed.**    Any waiver of this Code for executive officers or directors of the Company may bemade only by the Corporate Governance Committee of the Board of Directors and willbe promptly disclosed as required by law or Nasdaq rules.  10. **Employees, officers and directors are encouraged to report illegal orunethical behavior or violations of this Code.**    We must all work to ensure prompt and consistent action against violations of thisCode. Employees are encouraged to contact the Company’s executive officers or totalk to supervisors, managers or other appropriate personnel about observed illegalor unethical behavior or violations of this Code and when in doubt about the bestcourse of action in a particular situation. Any claim of a possible violation maybe made anonymously if the claimant so desires, and all claimants shall be providedconfidentiality in the handling of the potential violation. Employees, officersand directors are expected to cooperate in internal investigations of misconduct.
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