UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON D.C. 20549
  FORM 20-F
  o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
    (g) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORx

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number
    000-51559
  STEALTHGAS
    INC. (Exact
    name of Registrant as specified in its charter)
  Republic
    of the Marshall Islands (Jurisdiction
    of incorporation or organization)
  331
    Kifissias Avenue, Erithrea 14561 Athens, Greece (Address
    of principal executive offices)
  Konstantinos
    Sistovaris
    331 Kifissias Avenue, Erithrea 14561, Athens, Greece
    Telephone: (011) (30) (210) 625 0001
    Facsimile: (011) (30) (210) 625 0018 (Name,
    Address, Telephone Number and Facsimile Number of Company
    Contact Person)
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Title of each class

Name of each exchange on which
    registeredCommon Stock, par value
    $0.01 per share

The Nasdaq Stock Market LLC   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 SECURITIES
    FOR WHICH THERE IS A REPORTING OBLIGATION
    PURSUANT TO SECTION 15(d) OF THE ACT: None
      o x
  o x
  x o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer
    o



Accelerated filer
    x



Non-accelerated filer
    o     U.S. GAAP
    x



International Financial Reporting Standards
    o



Other
    o     o
    Item 17



o
    Item 18   Rule 12b-2 o x




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TABLE OF
    CONTENTS
  PageFORWARD-LOOKING INFORMATION


iiPART I


1Item 1.

Identity of Directors, Senior Management and
    Advisors


1Item 2.

Offer Statistics and Expected Timetable


1Item 3.

Key Information


1Item 4.

Information on the Company


27Item 4A.

Unresolved Staff Comments


38Item 5.

Operating and Financial Review and Prospects


38Item 6.

Directors, Senior Management and Employees


59Item 7.

Major Shareholders and Related Party
    Transactions


64Item 8.

Financial Information


68Item 9.

The Offer and Listing


69Item 10.

Additional Information


70Item 11.

Quantitative and Qualitative Disclosures About
    Market Risk


85Item 12.

Description of Securities Other than Equity
    Securities


86PART II


87Item 13.

Defaults, Dividend Arrearages and
    Delinquencies


87Item 14.

Material Modifications to the Rights of Security
    Holders and Use of Proceeds


87Item 15.

Controls and Procedures


87Item 16A.

Audit Committee Financial Expert


90Item 16B.

Code of Ethics


90Item 16C.

Principal Accountant Fees and Services


90Item 16D.

Exemptions from the Listing Standards for Audit
    Committees


91Item 16E.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


91Item 16F.

Change in Registrants Certifying
    Accountant


91Item 16G.

Corporate Governance


91PART III


92Item 17.

Financial Statements


92Item 18.

Financial Statements


92Item 19.

Exhibits


92   i




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FORWARD-LOOKING
    INFORMATION  Form 20-F
    
    future operating or financial results;
    global and regional economic and political conditions;
    pending or recent acquisitions, business strategy and expected
    capital spending or operating expenses;
    competition in the marine transportation industry;
    shipping market trends, including charter rates, factors
    affecting supply and demand and world fleet composition;
    ability to employ our vessels profitably;
    performance by the counterparties to our charter agreements;
    future liquefied petroleum gas (LPG), refined
    petroleum product and oil prices and production;
    future supply and demand for oil and refined petroleum products
    and natural gas of which LPG is a byproduct;
    our financial condition and liquidity, including our ability to
    obtain financing in the future to fund capital expenditures,
    acquisitions and other general corporate activities, the terms
    of such financing and our ability to comply with covenants set
    forth in our existing and future financing arrangements; and
    expectations regarding vessel acquisitions.  Form 20-F
 ii




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PART I  Form 20-F,
    Item 1.
    Identity
    of Directors, Senior Management and Advisers    Item 2.
    Offer
    Statistics and Expected Timetable    Item 3.
    Key
    Information  Selected
    Consolidated Financial Data
      1




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##### 



Year ended December 31,2006


2007


2008


2009


2010INCOME STATEMENT DATARevenues:Voyage revenues

$
73,259,369


$
89,995,123


$
112,551,901


$
113,045,961


$
111,409,623Operating expenses:Voyage expenses


6,213,804



5,369,546



6,180,754



10,522,573



13,680,008Vessels operating expenses


19,474,344



25,435,578



32,178,385



38,001,481



38,338,063Dry-docking costs


2,243,395



314,181



1,112,992



1,266,455



2,716,378Management fees


3,068,609



4,126,610



4,618,025



5,230,990



5,184,055General and administrative expenses


3,457,688



5,024,912



4,772,615



3,546,779



3,031,491Depreciation


13,058,316



16,546,692



23,283,393



26,766,672



26,624,098Impairment Loss














9,867,777



Forfeiture of vessel deposit and contract termination fees














16,500,000



Charter termination fees














(753,000
)


(228,000
)Net gain (loss) on sale of vessels










(1,673,321
)


791,659



(960,696
)Total expenses


47,516,156



56,817,519



70,472,843



111,759,386



88,385,397Income from operations


25,743,213



33,177,604



42,079,058



1,286,575



23,024,226Interest and finance costs


(7,705,602
)


(9,831,404
)


(9,962,504
)


(9,109,222
)


(7,672,848
)Change in fair value of derivatives


(192,664
)


(2,573,992
)


(2,713,055
)


(5,478,163
)


(6,071,638
)Interest income


735,090



1,888,070



743,193



250,326



315,517Foreign exchange (loss)/ gain


(87,528
)


(122,171
)


(159,208
)


(261,401
)


1,497,934Other expenses, net


(7,250,704
)


(10,639,497
)


(12,091,574
)


(14,598,460
)


(11,931,035
)Net income/(loss)


18,492,509



22,538,107



29,987,484



(13,311,885
)


11,093,191Earnings/(Loss) per share, basic

$
1.31


$
1.25


$
1.35


$
(0.60
)

$
0.51Earnings/(Loss) per share, diluted

$
1.31


$
1.25


$
1.34


$
(0.60
)

$
0.51Weighted (and diluted) average number of shares outstanding


14,161,096



17,943,346



22,182,118



22,219,442



21,539,331Dividends declared per share, basic and diluted

$
0.75


$
0.75


$
0.75


$
0.1875


$
0.00   As of December 31,2006


2007


2008


2009


2010BALANCE SHEET DATACurrent assets, including cash

$
17,891,738


$
69,497,341


$
52,458,518


$
69,031,753


$
45,127,547Total assets


319,605,321



477,593,326



634,347,123



692,497,010



688,376,399Current liabilities


28,628,998



37,372,666



40,774,931



69,023,455



60,269,033Derivative liability


35,902



3,288,989



12,762,979



10,327,792



11,602,213Total long-term debt, including current portion


140,948,240



145,758,529



283,693,873



345,822,070



345,085,949Total stockholders equity


163,802,228



303,030,788



317,847,325



300,801,931



306,250,752Capital stock


144,000



222,841



223,101



223,101



211,049Common shares outstanding


14,400,000



22,284,105



22,310,110



22,310,110



21,104,214   2




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##### 



Year ended December 31,2006


2007


2008


2009


2010OTHER FINANCIAL DATANet cash provided by operating activities

$
33,224,984


$
47,704,497


$
48,080,792


$
48,347,343


$
27,816,341Net cash used in investing activities


(84,282,368
)


(149,636,615
)


(159,979,986
)


(101,563,715
)


(33,172,378
)Net cash provided by/(used in) financing activities


38,994,012



123,900,119



120,632,381



55,444,652



(10,613,735
)FLEET DATAAverage number of
    vessels(1)


25.9



32.8



38.6



42.0



38.6Total voyage days for
    fleet(2)


9,346



11,871



14,018



15,240



13,835Total time and bareboat charter days for
    fleet(3)


8,209



11,170



13,318



12,276



10,327Total spot market days for
    fleet(4)


1,137



701



700



2,964



3,508Total calendar days for
    fleet(5)


9,451



11,986



14,113



15,335



14,075Fleet
    utilization(6)


98.9
%


99.0
%


99.3
%


99.4
%


98.3
%AVERAGE DAILY RESULTSTime charter
    equivalent(7)

$
7,174


$
7,129


$
7,588


$
6,727


$
7,064Vessel operating
    expenses(8)


2,061



2,122



2,280



2,478



2,724General and administrative expenses


366



419



338



232



215Management fees


325



344



327



341



368Total operating
    expenses(9)


2,426



2,541



2,618



2,711



2,939     *
    
    We paid our first quarterly
    dividend since becoming a public company, of $0.1875 per share,
    in January 2006. In the first quarter of 2009, our Board of
    Directors decided to suspend the payment of further cash
    dividends as a result of market conditions in the international
    shipping industry. Our payment of dividends is subject to the
    discretion of our Board of Directors. Our loan agreements and
    the provisions of Marshall Islands law also restrict our ability
    to pay dividends. See Item 3. Risk
    Factors  Risks Related To Our Common
    Stock  Our Board of Directors has determined to
    suspend the payment of cash dividends as a result of market
    conditions in the international shipping industry, and until
    such market conditions improve, it is unlikely we will reinstate
    the payment of dividends and Item 8. Financial
    Information  Dividend Policy.**
    
    On January 1, 2009, the
    Company adopted new guidance which clarified that unvested
    share-based payment awards that contain rights to receive non
    forfeitable dividends or dividend equivalents (whether paid or
    unpaid) are participating securities, and thus, should be
    included in the two-class method of computing earnings per share
    (EPS). This standard was applied retroactively to all periods
    presented, for the years ended December 31, 2005, 2006, and
    reduced basic EPS by $0.01 for each of the years ended
    December 31, 2007 and 2008.(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 days each vessel
    was a part of our fleet during the period divided by the number
    of calendar days in that period.(2)
    
    Our total voyage days for our fleet
    reflect the total days the vessels were in our possession for
    the relevant periods, net of off-hire days associated with major
    repairs, drydockings or special or intermediate surveys.(3)
    
    Total time and bareboat charter
    days for fleet are the number of voyage days the vessels in our
    fleet operated on time or bareboat charters for the relevant
    period.(4)
    
    Total spot market charter days for
    fleet are the number of voyage days the vessels in our fleet
    operated on spot market charters for the relevant period.(5)
    
    Total calendar days are the total
    days the vessels were in our possession for the relevant period
    including off-hire days associated with major repairs,
    drydockings or special or intermediate surveys.(6)
    
    Fleet utilization is the percentage
    of time that our vessels were available for revenue generating
    voyage days, and is determined by dividing voyage days by fleet
    calendar days for the relevant period.(7)
    
    Time charter equivalent rate, or
    TCE rate, is a measure of the average daily revenue performance
    of a vessel on a per voyage basis. Our method of calculating TCE
    rate is consistent with industry standards and is determined by
    dividing voyage revenues (net of voyage expenses) or time
    charter equivalent revenues or TCE revenues by
    voyage days for the relevant 3




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##### 



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 revenues, a non-GAAP measure, provides additional meaningful
    information in conjunction with voyage revenues, the most
    directly comparable GAAP measure, because it assists Company
    management in making decisions regarding the deployment and use
    of its vessels and in evaluating their financial performance. It
    is also 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 charters, time charters
    and bareboat charters) under which the vessels may be employed
    between the periods. Reconciliation of TCE revenues as reflected
    in the consolidated statement of income and calculation of TCE
    rate follow:  Year ended December 31,2006


2007


2008


2009


2010Voyage revenues

$
73,259,369


$
89,995,123


$
112,551,901


$
113,045,961


$
111,409,623Voyage expenses


(6,213,804
)


(5,369,546
)


(6,180,754
)


(10,522,573
)


(13,680,008
)Time charter equivalent revenues

$
67,045,565


$
84,625,577


$
106,371,147


$
102,519,480


$
97,729,615Total voyage days for fleet


9,346



11,871



14,018



15,240



13,835Time charter equivalent (TCE) rate

$
7,174


$
7,129


$
7,588


$
6,727


$
7,064
   (8)
    
    Vessel operating expenses, which
    include crew costs, provisions, deck and engine stores,
    lubricating oil, insurance, maintenance and repairs, is
    calculated by dividing vessel operating expenses by fleet
    calendar days for the relevant time period.(9)
    
    Total operating expenses, or TOE,
    is a measurement of our total expenses associated with operating
    our vessels. TOE is the sum of vessel operating expenses and
    general and administrative expenses. Daily TOE is calculated by
    dividing TOE by fleet calendar days for the relevant time period.  Capitalization
    and Indebtedness
    Form 20-F.
  As of December 31, 2010Actual


As AdjustedIn thousands of U.S. DollarsLong-term debt obligations (including current portion)*

$
345,085,949


$
357,322,166Stockholders equity:Common stock, $0.01 par value per share,
    100,000,000 shares authorized, actual and as adjusted;
    21,104,881 shares issued and 21,104,214 shares
    outstanding, actual and as
    adjusted(1)

$
211,042


$
211,042Additional paid-in capital

$
277,986,270


$
277,986,270Retained earnings

$
28,053,440


$
28,053,440Total stockholders equity

$
306,250,752


$
306,250,752Total capitalization

$
651,336,701


$
663,572,918     *
    
    All of our indebtedness is secured.(1)
    
    Includes 6,501 unvested restricted
    shares as of December 31, 2010 which vested on
    March 18, 2011. The 667 shares forfeited upon the
    resignation of a director of the Company are held as treasury
    stock. 4




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Reasons
    For the Offer and Use of Proceeds
    Risk
    Factors
  Risks
    Related To Our Industry
  The
    cyclical nature of the demand for LPG transportation may lead to
    significant changes in our chartering and vessel utilization,
    which may adversely affect our revenues, profitability and
    financial position.
          
    supply and demand for LPG products;
    global and regional economic conditions;
    the distance LPG products are to be moved by sea;
    availability of alternative transportation means;
    changes in seaborne and other transportation patterns;
    environmental and other regulatory developments; and
    weather. 5




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
    the number of newbuilding deliveries;
    the scrapping rate of older vessels;
    LPG carrier prices;
    changes in environmental and other regulations that may limit
    the useful lives of vessels; and
    the number of vessels that are out of service.    Various
    economic factors could materially adversely affect our business,
    financial position and results of operations, as well as our
    future prospects.
    If the
    demand for LPG products and LPG shipping does not grow, or
    decreases, our business, results of operations and financial
    condition could be adversely affected.
    
    adverse global or regional economic or political conditions,
    particularly in LPG consuming regions, which could reduce energy
    consumption;
    a reduction in global or general industrial activity
    specifically in the plastics and chemical industries;
    increases in the cost of petroleum and natural gas from which
    LPG is derived;
    decreases in the consumption of LPG or natural gas due to
    availability of new, alternative energy sources or increases in
    the price of LPG or natural gas relative to other energy sources
    or other factors making consumption of LPG or natural gas less
    attractive; and 6




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
    increases in pipelines for LPG, which are currently few in
    number, linking production areas and industrial and residential
    areas consuming LPG, or the conversion of existing non-petroleum
    gas pipelines to petroleum gas pipelines in those markets.    Our
    operating results are subject to seasonal fluctuations, which
    could affect our operating results and the amount of available
    cash with which we can pay dividends.
  quarter-to-quarter quarter-to-quarter.
  Our
    revenues, operations and future growth could be adversely
    affected by a decrease in supply of liquefied natural gas, or
    natural gas.
    The
    product carrier and crude oil tanker shipping sectors are
    cyclical and have recently declined, which may lead to lower
    charter rates and lower vessel values.
    The
    market values of our vessels, which have declined, may remain at
    current low, or lower, levels for a prolonged period and, over
    time, may fluctuate significantly. If the market values of our
    vessels are low, we may incur a loss on sale of a vessel or
    record an impairment charge, which may adversely affect our
    earnings and possibly lead to defaults under our loan
    agreements.
   7




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
    general economic and market conditions affecting the shipping
    industry;
    age, sophistication and condition of our vessels;
    types and sizes of vessels;
    availability of other modes of transportation;
    cost and delivery of schedules for newbuildings;
    governmental and other regulations;
    supply and demand for LPG products and, with respect to our
    product carriers and oil tankers, refined petroleum products and
    oil, respectively;
    prevailing level of LPG charter rates and, with respect to our
    product carriers, the prevailing level of product carrier
    charter rates and crude oil tanker rates, respectively; and
    technological advances.    We are
    subject to regulation and liability under environmental laws
    that could require significant expenditures and affect our
    financial conditions and results of operations.
  Deepwater Horizon
 8




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Our
    vessels are subject to periodic inspections by a classification
    society.
      and/or
  Maritime
    claimants could arrest our vessels, which could interrupt our
    cash flow.
   9




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Governments
    could requisition our vessels during a period of war or
    emergency, resulting in loss of revenues.
    Risks
    involved with operating ocean-going vessels could affect our
    business and reputation, which would adversely affect our
    revenues and stock price.
    
    marine accident or disaster;
    piracy and terrorism;
    explosions;
    environmental accidents;
    pollution;
    loss of life;
    cargo and property losses or damage; and
    business interruptions caused by mechanical failure, human
    error, war, political action in various countries, labor strikes
    or adverse weather conditions.    Our
    vessels may suffer damage and we may face unexpected repair
    costs, which could affect our cash flow and financial
    condition.
    Acts
    of piracy on ocean-going vessels have recently increased in
    frequency, which could adversely affect our
    business.
   10




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York
  Our
    operations outside the United States expose us to global risks,
    such as terrorism, that may interfere with the operation of our
    vessels.
  Limburg
    If our
    vessels call on ports located in countries that are subject to
    sanctions and embargoes imposed by the U.S. or other
    governments, that could adversely affect our reputation and the
    market for our common stock.
  non-U.S. companies,
 11




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##### 



Risks
    Related To Our Business
  We are
    dependent on the ability and willingness of our charterers to
    honor their commitments to us for all our
    revenues.
    Charters
    at attractive rates may not be available when we attempt to
    secure charters for three of our newbuilding LPG carriers
    scheduled to be delivered to us from July 2011 to May 2012 and
    as the charters for our current vessels expire, which would have
    an adverse impact on our revenues and financial
    condition.
   12




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We
    depend upon a few significant customers for a large part of our
    revenues. The loss of one or more of these customers could
    adversely affect our financial performance.
    Our
    loan agreements or other financing arrangements contain
    restrictive covenants that may limit our liquidity and corporate
    activities.
    
    incur additional indebtedness;
    create liens on our assets;
    sell capital stock of our subsidiaries;
    make investments;
    engage in mergers or acquisitions;
    pay dividends; and
    make capital expenditures.    
    maintain minimum cash balances in a pledged account with the
    lender at all times;
    ensure that our leverage, which is defined as total debt net of
    cash/total market adjusted assets, does not at any time exceed
    80%;
    maintain a ratio of the aggregate market value of the vessels
    securing the loan to the principal amount outstanding under such
    loan at all times in excess of (i) 130% under our loan
    agreement with Fortis Bank-Athens Branch and NIBC Bank N.V.
    (ii) 125% under our loan agreements with DnB NOR Bank ASA,
    DVB Bank S.E., Nordic Branch, EFG Eurobank Ergasias S.A.,
    Emporiki Bank, National Bank of Greece and Scotiabank and
    (iii) 110% under our loan agreement with Deutsche Bank
    through March 31, 2012 and 125% thereafter; and
    ensure that our ratio of EBITDA to interest expense over the
    preceding twelve months is at all times more than 2.5 times.    Navig8 Faith
 13




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##### 



The
    market values of our vessels may decrease, which could cause us
    to breach covenants in our credit and loan facilities, and could
    have a material adverse effect on our business, financial
    condition and results of operations.
  and/or
  and/or
 14




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##### 



We may
    be unable to draw down the full amount of our credit facilities
    if the market values of our vessels further decline, which could
    adversely affect our ability to complete the acquisition of our
    three contracted LPG carrier newbuildings.
    Disruptions
    in world financial markets and the resulting governmental action
    in the United States and in other parts of the world could have
    a material adverse impact on our results of operations,
    financial condition and cash flows.
  year-to-date,
  Our
    ability to obtain additional debt financing may be dependent on
    the performance of our then existing charters and the
    creditworthiness of our charterers.
   15




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##### 



A
    significant increase in our debt levels may adversely affect us
    and our cash flows.
        The
    derivative contracts we have entered into to hedge our exposure
    to fluctuations in interest rates and foreign currency exchange
    rates could result in higher than market interest rates and
    reductions in our stockholders equity, as well as charges
    against our income.
          Because
    we generate all of our revenues in U.S. dollars but incur a
    portion of our expenses in other currencies, exchange rate
    fluctuations could hurt our results of operations.
   16




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##### 



We are
    dependent on our relationship with the Vafias Group and Stealth
    Maritime.
    
    our recognition and acceptance in the LPG carrier sector and, to
    a lesser extent, product carrier sector, including our ability
    to attract charterers;
    relations with charterers and charter brokers;
    operational expertise; and
    management experience.    We
    depend on third party managers to manage part of our
    fleet.
    We may
    enter into certain significant transactions with companies
    affiliated with the Vafias Group which may result in conflicts
    of interests.
   17




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##### 



Our
    directors and officers may in the future hold direct or indirect
    interests in companies that compete with us.
    Stealth
    Maritime and companies affiliated with Stealth Maritime,
    including Brave Maritime, may acquire vessels that compete with
    our fleet.
    As our
    fleet has grown in size, we have needed to improve our
    operations and financial systems, staff and crew; if we cannot
    maintain these systems or continue to recruit suitable
    employees, our business and results of operations may be
    adversely affected.
    Delays
    in deliveries of our additional three newbuilding LPG carriers
    could harm our operating results.
   18




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##### 




    work stoppages or other labor disturbances, or other events that
    disrupt the operations of the shipyard building the vessels;
    quality or engineering problems;
    changes in governmental regulations or maritime self-regulatory
    organization standards;
    lack of raw materials;
    bankruptcy or other financial crisis of the shipyard building
    the vessel;
    our inability to obtain requisite financing or make timely
    payments;
    a backlog of orders at the shipyard building the vessel;
    hostilities, political or economic disturbances in the countries
    where the vessels are being built;
    weather interference or catastrophic event, such as a major
    earthquake, tsunami or fire;
    our requests for changes to the original vessel specifications;
    requests from our customers, with whom we have arranged charters
    for such vessels, to delay construction and delivery of such
    vessels due to weak economic conditions and shipping demand;
    shortages of or delays in the receipt of necessary construction
    materials, such as steel;
    our inability to obtain requisite permits or approvals; or
    a dispute with the shipyard building the vessel.     19




---



##### 



If we
    fail to manage our growth properly, we may not be able to
    successfully expand our market share.
    
    locating and acquiring suitable vessels;
    identifying and completing acquisitions or joint ventures;
    integrating any acquired business successfully with our existing
    operations;
    expanding our customer base;
    managing our expansion; and
    obtaining required financing.    We may
    be unable to attract and retain key management personnel and
    other employees in the shipping industry, which may negatively
    affect the effectiveness of our management and our results of
    operation.
    In the
    highly competitive international LPG carrier, product carrier
    and crude oil tanker markets, we may not be able to compete for
    charters with new entrants or established companies with greater
    resources.
   20




---



##### 



We
    have acquired three medium range product carriers and one
    Aframax crude oil tanker; however, we principally operate in one
    sector of the shipping industry, the seaborne transport of LPG,
    and our lack of a diversified business could adversely affect
    us.
    We
    have expanded into the product carrier sector and into the crude
    oil tanker sector and we may not be able to successfully execute
    this expansion, or any further expansion, in such sectors or any
    other sectors, such as dry or other wet or gas shipping sectors
    we choose to expand into, which could have an adverse effect on
    our business, results of operation and financial
    condition.
    
    be costly;
    distract us from our core LPG carrier business; and
    divert management resources,    Purchasing
    and operating previously owned, or secondhand, vessels may
    result in increased operating costs and vessels off-hire, which
    could adversely affect our revenues.
       21




---



##### 



The
    shipping industry has inherent operational risks that may not be
    adequately covered by our insurance.
    Our
    major stockholder exerts considerable influence on the outcome
    of matters on which our stockholders are entitled to vote and
    his interests may be different from yours.
    We may
    have to pay tax on United States-source income, which would
    reduce our earnings.
     22




---



##### 



United
    States tax authorities could treat us as a passive foreign
    investment company, which could have adverse United States
    federal income tax consequences to United States
    holders.
     23




---



##### 



Our
    corporate governance practices are in compliance with the Nasdaq
    corporate governance standards, however, as a foreign private
    issuer, we are entitled to claim an exemption from certain
    Nasdaq corporate governance standards, and if we elected to rely
    on this exemption, you may not have the same protections
    afforded to stockholders of companies that are subject to all of
    the Nasdaq corporate governance requirements.
   24




---



##### 



We are
    incorporated in the Republic of the Marshall Islands, which does
    not have a well-developed body of corporate law.
    It may
    be difficult to enforce service of process and enforcement of
    judgments against us and our officers and
    directors.
      Risks
    Related To Our Common Stock
  The
    market price of our common stock has fluctuated widely and the
    market price of our common stock may fluctuate in the
    future.
       25




---



##### 



Our
    Board of Directors has determined to suspend the payment of cash
    dividends as a result of market conditions in the international
    shipping industry, and until such market conditions improve, it
    is unlikely that we will reinstate the payment of
    dividends.
      Anti-takeover
    provisions in our organizational documents could make it
    difficult for our stockholders to replace or remove our current
    Board of Directors or have the effect of discouraging, delaying
    or preventing a merger or acquisition, which could adversely
    affect the market price of our common stock.
      
    authorizing our Board of Directors to issue blank
    check preferred stock without stockholder approval;
    providing for a classified Board of Directors with staggered
    three-year terms;
    prohibiting cumulative voting in the election of directors;
    authorizing the removal of directors only for cause and only
    upon the affirmative vote of the holders of 80% of the
    outstanding shares of our common stock entitled to vote for the
    directors;
    limiting the persons who may call special meetings of
    stockholders;
    establishing advance notice requirements for nominations for
    election to our Board of Directors or for proposing matters that
    can be acted on by stockholders at stockholder meetings; and
    prohibiting certain transactions with interested stockholders.   26




---



##### 



Item 4.
    Information
    on the Company  History
    and Development of the Company
  (210) 625-0001.
      Form 20-F.
  Business
    Overview
    Gas Nemesis Gas Czar
 27




---



##### 



LPG
    Carriers
  VesselYear


Size


Vessel

Delivery

Employment

Expiration ofName

Built


(cbm)


Type

Date

Status

Charter(1)Gas Cathar


2001



7,517


fully-pressurized

October 2005

Time Charter

May 2012Gas Premiership


2001



7,200


fully-pressurized

March 2008

Time Charter

March 2012Gas Haralambos


2007



7,000


fully-pressurized

October 2007

Time Charter

June 2013Gas Marathon


1995



6,572


fully-pressurized

November 2005

Time Charter

June 2011Gas Moxie


1992



6,526


fully-pressurized

May 2005

Spot

Gas Flawless


2007



6,300


fully-pressurized

February 2007

Time Charter

June 2011Gas Elixir


2011



5,018


fully-pressurized

February 2011

Time Charter

December 2012Gas Cerberus


2011



5,018


fully-pressurized

April 2011

Spot

Gas Monarch


1997



5,018


fully-pressurized

December 2005

Spot

Lyne


1996



5,014


fully-pressurized

May 2006

Bareboat Charter

May 2012Gas Emperor


1995



5,013


fully-pressurized

February 2005

Spot

Catterick


1995



5,001


fully-pressurized

November 2005

Time Charter

January 2012Sir Ivor


2003



5,000


fully-pressurized

May 2006

Bareboat Charter

May 2012Gas Icon


1994



5,000


fully-pressurized

June 2007

Time Charter

July 2011Gas Kalogeros


2007



5,000


fully-pressurized

July 2007

Time Charter

June 2011Gas Defiance


2008



5,000


fully-pressurized

August 2008

Time Charter

January 2013Gas Shuriken


2008



5,000


fully-pressurized

October 2008

Time Charter

October 2012Gas Sincerity


2000



4,123


fully-pressurized

November 2005

Bareboat Charter

August 2014Gas Spirit


2001



4,112


fully-pressurized

December 2005

Bareboat Charter

January 2016Gas Zael


2001



4,111


fully-pressurized

December 2005

Bareboat Charter

January 2014Gas Kaisen


1991



4,109


semi-refrigerated

November 2004

Spot

Gas Nemesis*


1996



3,518


fully-pressurized

May 2007

Spot

Gas Evoluzione


1996



3,517


fully-pressurized

July 2007

Time Charter

August 2012Gas Czar**


1995



3,510


fully-pressurized

February 2006

Spot

Gas Astrid


2009



3,500


fully-pressurized

April 2009

Bareboat Charter

April 2014Gas Legacy


1998



3,500


fully-pressurized

October 2005

Time Charter

October 2011Gas Sikousis


2006



3,500


fully-pressurized

August 2007

Bareboat Charter

May 2016Gas Exelero


2009



3,500


fully-pressurized

June 2009

Bareboat Charter

June 2014Gas Artic


1992



3,434


semi-refrigerated

April 2005

Time Charter

December 2011Gas Ice


1991



3,434


semi-refrigerated

April 2005

Spot

Chiltern


1997



3,312


fully-pressurized

June 2007

Bareboat Charter

May 2013Gas Pasha


1995



3,244


fully-pressurized

June 2006

Time Charter

September 2011Gas Crystal


1990



3,211


semi-refrigerated

November 2005

Spot

Gas Tiny


1991



1,320


semi-refrigerated

October 2004

Spot

Total: 34 vessels






155,152 cbm     *
    
    We have agreed to sell this vessel
    to an unaffiliated third party, with delivery to the buyer
    scheduled to occur by July 2011.**
    
    We had agreed to sell this vessel
    to an unaffiliated third party, and on June 15, 2011
    delivered this vessel to the buyer. 28




---



##### 



Product
    Carriers/Crude Oil Tanker
  VesselYear


Size


Vessel

Delivery

Employment

Expiration ofName

Built


(dwt)


Type

Date

Status

Charter(1)Navig8 Fidelity


2008



47,000


medium range
    product carrier

January 2008

Bareboat Charter

January 2015Navig8 Faith


2008



47,000


medium range
    product carrier

February 2008

Bareboat Charter

February 2015Alpine Endurance


2009



46,000


medium range
    product carrier

July 2009

Bareboat Charter

July 2012Spike


2010



115,804


Aframax oil tanker

July 2010

Bareboat Charter

July 2015Total: 4 vessels






255,804 dwtTotal Current Fleet:
    38 Vessels     (1)
    
    Earliest date charters could
    expire. Most charters include options to shorten or extend their
    terms.  LPG
    Carriers to be delivered
  VesselYear


Size


Vessel


Delivery

Employment

Expiration ofName

Built


(cbm)


Type


Date

Status

CharterGas Myth


2011



5,000



fully-pressurized


July 2011Gas Husky


2011



7,500



fully-pressurized


January 2012Gas Esco


2012



7,500



fully-pressurized


May 2012Total contractedLPG carriers:3 vessels






20,000 cbm   Commercial
    and Technical Management of Our Fleet
     29




---



##### 



Gas Evoluzione Gas Exelero Gas Crystal Gas Cathar Gas
    Flawless Gas Haralambos Gas Nemesis Gas Kalogeros Gas Premiership Gas
    Shuriken Gas Defiance Gas Elixir Gas Cerberus
  Crewing
    and Employees
    Chartering
    of the Fleet
  agreed-upon
     30




---



##### 



Customers
    Year EndedCustomer

December 31, 2010Petredec


12
%Vitol


11
%Shell


10
%Navig8


10
%
     Environmental
    and other Regulations
       31




---



##### 



and/or
  Environmental
    Regulations  International Maritime Organization
    (IMO)
           32




---



##### 



Environmental
    Regulations  The United States Oil Pollution Act of
    1990 (OPA)
    clean-up
  
    natural resources damage and the costs of assessment thereof;
    real and personal property damage;
    net loss of taxes, royalties, rents, fees and other lost
    revenues; 33




---



##### 




    lost profits or impairment of earning capacity due to property
    or natural resources damage; and
    net cost of public services necessitated by a spill response,
    such as protection from fire, safety or health hazards, and loss
    of subsistence use of natural resources.             34




---



##### 



Environmental
    Regulations  Other Environmental
    Initiatives
  sub-standard
  Climate
    Control Initiatives
    Vessel
    Security Regulations
    
    on-board installation of automatic information systems, or AIS,
    to enhance
    vessel-to-vessel
    and
    vessel-to-shore
    communications;
    on-board installation of ship security alert systems;
    the development of vessel security plans; and
    compliance with flag state security certification requirements. 35




---



##### 



non-United
  Classification
    and Inspection
          Risk of
    Loss and Liability Insurance
  General
   36




---



##### 



Hull and
    Machinery Insurance
      Protection
    and Indemnity Insurance
      Competition
       37




---



##### 



Employees
    Seasonality
    Properties
    Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects    Overview
   38




---



##### 




    Charters and revenues.  Under a time charter,
    the charterer pays a fixed rate per day over the term of the
    charter; a time charter, including a short term time charter,
    may provide for rate adjustments and profit sharing. Under a
    bareboat charter, the charterer pays us a fixed rate for its use
    of our ship for the term of the charter. Under a voyage charter,
    we agree to transport a specified cargo from a loading port to a
    discharging port for a fixed amount.
    Charters and expenses.  Under a time charter,
    we are responsible for the vessels operating costs (crew,
    provisions, stores, lubricants, insurance, maintenance and
    repairs) incurred during the term of the charter, while the
    charterer pays voyage expenses (port, canal and fuel costs) that
    are unique to each particular voyage. Under a bareboat charter,
    the charterer is responsible for all vessel operating expenses
    and voyage expenses incurred during the term of the charter.
    Under a voyage or spot charter, we are responsible for both the
    vessel operating expenses and the voyage expenses incurred in
    performing the charter.    Share Repurchase Program:
 39




---



##### 



Factors
    Affecting Our Results of Operations
    
    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 revenue and the
    amount of expense that we record during that period.
    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
    major repairs, drydockings or special or intermediate surveys.
    The shipping industry uses voyage days (also referred to as
    available days) to measure the number of days in a period during
    which vessels are available to generate revenues.
    Fleet utilization.  We calculate fleet
    utilization by dividing the number of our voyage days during a
    period by the number of our calendar 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 scheduled repairs, vessel upgrades
    or drydockings and other surveys.
    Cyclicality.  The international gas carrier
    market, including the transport of LPG, is cyclical with
    attendant volatility in profitability, charter rates and vessel
    values, resulting from changes in the supply of, and demand for,
    LPG carrier capacity. During 2009 and 2010 there was a downturn
    in market conditions that resulted in a decrease in the number
    of vessels being contracted under time or bareboat charters as
    charterers sought to keep their commitments on a shorter term
    basis. Since the last quarter of 2010, LPG carrier market
    conditions have improved modestly, and as of June 1, 2011,
    we had ten vessels trading in the spot market. The improvement
    in market conditions is evident when comparing the level of
    prevailing one year time charter rate at June 1, 2011
    against the prevailing one year time charter rate at
    June 1, 2010, rates, as well as vessel values, which
    continue to remain relatively stable in the LPG sector of the
    shipping industry. The average one-year time charter market rate
    per day per vessel for a modern 3,500 cbm vessel in the second
    quarter of 2011 was $8,092 compared to $7,236 for the same
    quarter of 2010. Rates remain below highs reached in 2007 and
    2008 however, and remain subject to downside risks, including,
    in the event of increased weakness in the global economy and
    lower demand for the transport of LPG.  ,
  
    Seasonality.  The LPG carrier market is
    typically stronger in the fall and winter months in anticipation
    of increased consumption of propane and butane for heating
    during the winter months. In addition, unpredictable weather
    patterns in these months tend to disrupt vessel scheduling and
    supplies of certain commodities. As a result, our revenues may
    be stronger in fiscal quarters ending December 31 and March 31
    and relatively weaker during the fiscal 40




---



##### 



quarters ending June 30 and September 30, as was the case
    in 2008, 2009 and 2010. We have limited exposure to seasonality
    with respect to our product carriers and Aframax tanker as these
    are deployed on long term fixed rate bareboat charters.    Basis of
    Presentation and General Information
  Voyage
    Revenues
      Voyage
    Expenses
   41




---



##### 



Time
    Charter Equivalent
  Form 20-F).
  Vessel
    Operating Expenses
    Management
    Fees
  day-to-day
  General
    and Administrative Expenses
   42




---



##### 



Depreciation &
    Dry docking
    Impairment
    Loss
      Interest
    Expense
    Results
    of Operations
  Year
    ended December 31, 2010 compared to the year ended
    December 31, 2009
     43




---



##### 



44




---



##### 



Gas Natalie, Gas Prophet, Gas Texiana, Gas
    Prodigy Gas Eternity, Gas Sophie Gas
    Fortune
  Gas Natalie Gas Prophet Gas Texiana Birgit Kosan Gas Eternity
  Stealth Argentina
     45




---



##### 



Year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
         46




---



##### 



Gas Sophie Gas Fortune, Gas Oracle Gas Nemesis Gas Renovatio
  Gas Natalie Gas Prophet Gas Texiana Birgit Kosan Gas Eternity
   47




---



##### 



Stealth
    Argentina
            Liquidity
    and Capital Resources
     48




---



##### 



Gas Crystal, Gas Evoluzione Catterick,
    Gas Shanghai, Gas Chios Gas Czar Gas Nemesis
   49




---



##### 



Year ended December 31,2008


2009


2010(In thousands of U.S. Dollars)Net cash provided by operating activities


48,081



48,347



27,816Net cash used in investing activities


(159,980
)


(101,564
)


(33,172
)Net cash provided by/(used in) financing activities


120,632



55,445



(10,614
)Effect of exchange rate changes on cash










1,691Increase/(decrease) in cash and cash equivalents


8,733



2,228



(14,279
)Cash and cash equivalents at beginning of year


33,115



41,848



44,076Cash and cash equivalents at end of year


41,848



44,076



29,797     Gas Prophet Gas
    Texiana Gas Prodigy Gas Eternity Gas Natalie Spike Gas Sophie Gas
    Fortune Gas Natalie Gas Astrid Gas Exelero Alpine Endurance Navig8 Fidelity Navig8 Faith Gas Premiership Gas Defiance Gas Shuriken
    Spike
 50




---



##### 



Credit
    Facilities
    OutstandingPrincipal




Repayment

MortgagedLender

Amount


Maturity

Installments

VesselsBNP PARIBAS

$
35.96 million


Due May 2016

Quarterly installments of $1.15 million plus a balloon payment
    of $10.55 million payable together with the final installment.

Sir Ivor, Lyne, Gas Tiny, Gas
    Kaizen, Gas Shanghai, Gas Emperor, Gas
    Ice, Gas Arctic, Gas AmazonDNB NOR BANK ASA

$
55.90 million


Due March 2016

Semi-annual payments of $3.37 million, plus a balloon payment of
    $21.53 million payable together with the final installment.

Gas Marathon, Gas Sincerity, Gas Cathar,
    Gas Legacy, Gas Monarch, Gas Czar, Gas
    Flawless, Gas PremiershipDNB NOR BANK ASA

$
3.66 million


Due June 2016

Semi-annual installments of $0.24 million plus a balloon payment
    of $1.05 million payable together with the final installment.

Gas Pasha 51




---



##### 



OutstandingPrincipal




Repayment

MortgagedLender

Amount


Maturity

Installments

VesselsSCOTIABANK

$
38.36 million


Due June 2015 
    Due December 2017

$4.48 million is repayable in semi-annual installments of $0.34
    million, plus a balloon payment of $1.45 million payable
    together with the final installment. $33.88 million is
    repayable, in semi-annual installments of $1.54 million each,
    plus a balloon payment of $12.30 million payable together with
    the last installment.

Gas Icon, Navig8 FidelityNATIONAL BANK OF GREECE

$
29.36 million


Due Nov 2020

Semi-annual installments of $0.97 million each plus a balloon
    payment of $9.97 million payable together with the last
    installment.

Gas Defiance, Gas ShurikenDEUTSCHE BANK

$
33.38 million


Due Feb 2020

Quarterly installments of $0.625 million and a balloon payment
    of $10.88 million.

Navig8 FaithEMPORIKI BANK

$
26.00 million


Due Oct 2020

Semi-annual installments of $0.86 million, plus a balloon
    payment of $8.8 million, payable together with the last
    installment.

Gas Sikousis, Gas KalogerosDVB BANK

$
28.64 million


Due Apr 2014 Due Jul 2014

$16.77 million is repayable in quarterly installments of $0.41
    million each, plus a balloon payment of $10.99 million payable
    together with the last installment. $11.87 million is repayable,
    in quarterly installments of $0.22 million each, plus a balloon
    payment of $8.63 million payable together with the last
    installment.

Gas Astrid, Gas Exelero, Chiltern 52




---



##### 



OutstandingPrincipal




Repayment

MortgagedLender

Amount


Maturity

Installments

VesselsNIBC BANK

$
23.42 million


Due Jul 2014

Three semi-annual installments of $1.64 million each and five
    semi-annual installments of $1.08 million and a balloon payment
    of $13.12 million payable together with the last installment.

Gas Haralambos, Gas Spirit, Gas NemesisEFG EUROBANK - ERGASIAS

$
26.25 million


Due Jul 2019

Five quarterly installments of $0.60 million each and thirty
    quarterly installments of $0.39 million and a balloon payment of
    $11.55 million payable together with the last installment.

Alpine EnduranceDNB NOR BANK ASA

$
44.15 million


Due Oct 2016

Quarterly installments of $0.85 million each and a balloon
    payment of $24.6 million.

Spike, Gas Zael   Gas Crystal, Gas Evoluzione Catterick,
  Gas Elixir Gas Cerberus Gas Myth Gas
    Elixir Gas
    Cerberus Gas
    Myth
  Gas Esco Gas
    Husky
 53




---



##### 



Financial
    Covenants
    
    ensure that our leverage, which is defined as total debt net of
    cash/total market adjusted assets, does not at any time exceed
    80%;
    maintain a ratio of the aggregate market value of the vessels
    securing the loan to the principal amount outstanding under such
    loan (which we sometimes refer to as the value, maintenance
    clause) at all times in excess of (i) 130% under our loan
    agreement with BNP-Paribas and NIBC Bank N.V., (ii) 125%
    under our loan agreements with DnB NOR Bank ASA, DVB Bank S.E.,
    Nordic Branch, EFG Eurobank Ergasias S.A., Emporiki Bank,
    National Bank of Greece and Scotiabank and (iii) 110% under
    our loan agreement with Deutsche Bank through March 31,
    2012 and 125% thereafter.
    ensure that our ratio of EBITDA to interest expense over the
    preceding twelve months is at all times more than 2.5
    times; and
    ensure that members of the Vafias family at all times own at
    least 15% of our outstanding capital stock.
    In addition, our loan agreement with BNP Paribas Bank requires
    us to maintain a minimum cash balance equivalent to six months
    interest in a pledged account with the lender at all times; our
    loan agreements with Scotiabank and Deutsche Bank each require
    us to maintain a cash balance equivalent to $200,000 for each
    vessel mortgaged to Scotiabank or Deutsche Bank, as applicable,
    at all times; our loan agreement with Emporiki Bank requires us
    to maintain an average cash balance equivalent to $800,000 with
    Emporiki Bank at all times our loan agreement with EFG Eurobank
    requires us to maintain an aggregate cash balance equivalent to
    $200,000 with EFG Eurobank at all times; our loan agreement with
    National Bank of Greece requires us to deposit on a monthly
    basis 1/6th of the relevant installment of principal and
    1/6th of the relevant fraction of the next interest payment
    that are both due on a six monthly basis. Our loan agreements
    with DnB Nor Bank require us at all times to keep the equivalent
    of six months interest payable on deposit with the DnB Nor Bank
    at all times; and
    maintain a free cash balance of $10,000,000.       54




---



##### 



Off
    Balance Sheet Arrangements
    Contractual
    Obligations
    Payments due by period (in thousands)More than5 years(AfterLess than 1


1-3 years


3-5 years


January 1,Total


year (2011)


(2012-2013)


(2014-2015)


2016)Long-term debt
    obligations(1)

$
345,086


$
34,832


$
63,512


$
90,899


$
155,843Interest on principal amounts
    outstanding(1)(2)


56,462



6,838



15,204



16,840



17,580Management
    fees(3)


7,070



4,814



2,256







Office
    lease(4)


61



56



5







Operating
    lease(5)


38



38











Vessel purchase agreements


89,703



67,379



22,324







Total

$
498,420


$
113,957


$
103,301


$
107,739


$
173,423     (1)
    
    Does not include $32.9 million
    drawn down under our DVB Bank SE Nordic Branch upon delivery to
    us of the newbuilding LPG carriers, Gas Elixirand Gas
    Cerberus, in March 2011 and April 2011, respectively.(2)
    
    Based on assumed LIBOR rates of
    0.2539% for 2011, 0.6214% for 2012, 1.5827% for 2013, 2.5487%
    for 2014, 3.3130% for 2015 and 3.8884% thereafter, and the
    effect of our interest rate swap arrangements.(3)
    
    Under our management agreement with
    Stealth Maritime, we pay it $125 per vessel per day for vessels
    on bareboat charter and $440 per vessel per day for vessels not
    on bareboat charter. Based on the payment of these management
    fees and our currently contracted vessel acquisitions, we expect
    to pay at least $4.8 million per year to Stealth Maritime
    as fees under the management agreement. We also will pay 1.25%
    of the gross freight, demurrage and charter hire collected from
    employment of our ships and 1% of the contract price of any
    vessels bought or sold on our behalf. In addition, we will
    reimburse Stealth Maritime for its payment of the compensation
    to our Chief Executive Officer and Chief Financial Officer,
    Deputy Chairman and Executive Director and Internal Auditor.
    Such compensation was in the aggregate amount of 992,510
    (US $1,311,363 based on the average exchange rate of 1.00:
    US $1.321 in effect throughout 2010). The initial term of our
    management agreement expired in June 2010 but extended on a
    year-to-year
    basis thereafter unless six-month written notice is provided
    prior to the expiration of the term. Such notice has not been
    given by either party.(4)
    
    We lease office space from the
    Vafias Group. This lease was renewed effective January 3,
    2010 for two years at a rate of 42,000 per year.(5)
    
    In October 2005, we entered into a
    three year cancelable operating lease for a motor vehicle. The
    initial term of the lease terminated in October 2008. The lease
    was renewed effective October 2008 for a further three years.
    The cost is 34,200 per year.  Critical
    Accounting Policies
   55




---



##### 



Revenue and Expenses:
        Impairment of long-lived assets:
   56




---



##### 



Depreciation: 30-year 25-year
  Vessels Acquisitions:
    Derivative Financial Instruments:
 57




---



##### 



Stock Incentive Plan:
 58




---



##### 



Item 6.
    Directors,
    Senior Management and Employees    YearDirectorsYear

CurrentBecame

TermName

Age

Positions

Director

ExpiresHarry N. Vafias


33


President, Chief Executive Officer and Class III Director


2004



2012Konstantinos Sistovaris


33


Chief Financial Officer






Michael G. Jolliffe


61


Chairman of the Board, Class II Director


2004



2013Lambros Babilis


43


Deputy Chairman and Class I Director


2007



2011Markos Drakos


51


Class III Director


2006



2012John Kostoyannis


45


Class II Director


2010



2013     Harry N. Vafias
  Konstantinos Sistovaris
  Michael G. Jolliffe
  Lambros Babilis
 59




---



##### 



Markos Drakos
  John Kostoyannis
  Andrew Simmons
  Board
    Practices
     60




---



##### 



Corporate
    Governance
      
    a Code of Business Conduct and Ethics;
    a Nominating and Corporate Governance Committee Charter;
    a Compensation Committee Charter; and
    an Audit Committee Charter.   61




---



##### 



Committees
    of the Board of Directors
    Audit
    Committee
      
    integrity of the Companys financial statements, including
    its system of internal controls;
    the Companys compliance with legal and regulatory
    requirements;
    the independent auditors qualifications and
    independence; and
    the performance of the Companys independent audit function
    and independent auditors, as well preparing an Audit Committee
    Report to be included in our annual proxy statement.  Nominating
    and Corporate Governance Committee
    
    reviewing the Board structure, size and composition and making
    recommendations to the Board with regard to any adjustments that
    are deemed necessary;
    identifying candidates for the approval of the Board to fill
    Board vacancies as and when they arise as well as developing
    plans for succession, in particular, of the chairman and
    executive officers;
    overseeing the Boards annual evaluation of its own
    performance and the performance of other Board
    committees; and
    developing and recommending to the Board for adoption a set of
    Corporate Governance Guidelines applicable to the Company and to
    periodically review the same.  Compensation
    Committee
    
    establishing and periodically reviewing the Companys
    compensation programs;
    reviewing the performance of directors, officers and employees
    of the Company who are eligible for awards and benefits under
    any plan or program and adjust compensation arrangements as
    appropriate based on performance;
    reviewing and monitoring management development and succession
    plans and activities; 62




---



##### 




    reporting on compensation arrangements and incentive grants to
    the Board; and
    preparing a Compensation Committee report to be included in our
    annual proxy statement.  Compensation
    of Directors and Senior Management
  out-of-pocket out-of-pocket
        Employees
    Share
    Ownership
  and/or
  Equity
    Compensation Plan
   63




---



##### 



Item 7.
    Major
    Shareholders and Related Party Transactions  Major
    Shareholders
    
    each person or entity that we know beneficially owns 5% or more
    of our shares of common stock;
    our chief executive officer and our other members of senior
    management;
    each of our directors; and
    all of our current directors and executive officers as a group.  and/or
  64




---



##### 



Shares Beneficially OwnedName of Beneficial Owner

Number


PercentagePrincipal StockholdersFlawless Management
    Inc.(1)


4,000,000



19.0
%331 Kifissias Avenue 
    Erithrea 14561 Athens, GreeceThe Bessemer Group,
    Incorporated(2)


2,194,200



10.4
%100 Woodbridge Center Drive 
    Woodbridge, New Jersey
    07095-0980Castor Investment
    Company(3)


2,000,000



9.5
%Trust Company Complex 
    Ajeltake Road, Ajeltake Island 
    Marshall Islands MH 96960Zesiger Capital Group
    LLC(4)


1,895,800



9.0
%320 Park Avenue, 30th Floor 
    New York, New York 10022Royce & Associates,
    LLC(5)


1,184,250



5.6
%745 Park Avenue 
    New York, New York 10021Executive Officers and DirectorsHarry N.
    Vafias(6)


4,200,000



19.9
%Konstantinos Sistovaris


1,789




*Michael G. Jolliffe


12,000




*Lambros Babilis


9,396




*Markos Drakos


8,000




*John Kostoyannis







%Andrew J. Simmons (former Chief Financial Officer)







%All executive officers and directors as a group (6 persons)


4,231,185



20.0
%     *
    
    Less than 1%.(1)
    
    According to Amendment No. 2
    to a Schedule 13G filed with the SEC on June 27, 2009
    jointly filed by Flawless Management Inc. and Harry N. Vafias,
    Flawless Management Inc. beneficially owns
    4,000,0000 shares of common stock and has sole voting power
    and sole dispositive power with respect to all such shares.
    Harry N. Vafias, our Chief Executive Officer, President and
    Director, is the sole stockholder of Flawless Management Inc.(2)
    
    According to a Schedule 13G
    filed with the SEC on February 16, 2010, The Bessemer
    Group, Incorporated (BGI), as a parent holding
    company, and Bessemer Trust Company, N.A.
    (BTNA), Bessemer Investment management LLC
    (BIM) and Old Westbury Real Return Fund (the
    Old Westbury Fund) beneficially own an aggregate of
    2,194,200 shares of our common stock. The filing indicates
    that BTNA is wholly owned by BGI, BIM is a wholly owned
    subsidiary of BTNA and is the investment advisor to the Old
    Westbury Fund, BTNA is a trust company that manages accounts for
    the benefit of others and BIM is a registered investment advisor
    that furnishes investment advisory services to the Old Westbury
    Fund. The filing also indicates that the shares are held by the
    Old Westbury Fund and that BGI, BTNA, BIM and the Old Westbury
    Fund have shared voting and shared dispositive power with
    respect to the 2,194,200 shares. The address of BGI is 100
    Woodbridge Center Drive, Woodbridge, NJ
    07095-01980.
    The address of BTNA and BIM is 630 Fifth Avenue, New York,
    NY 10111. The address of Old Westbury Fund is 3435 Steltzer
    Road, Columbus, OH 43219.(3)
    
    With respect to the
    2,000,000 shares owned by Castor Investment Company,
    Mr. Constantinos Tsaousoglou has sole voting and
    dispositive power. Castor Investment Companys address is
    Trust Company Complex, Ajeltake Road, Ajeltake Island,
    Marshall Islands MH 96960(4)
    
    According to Amendment No. 4
    to Schedule 13G filed with the SEC on February 10,
    2011, Zesiger Capital Group LLC beneficially owns
    1,895,800 shares of common stock and has sole voting power
    with respect to 1,539,000 such shares and sole dispositive power
    with respect to all such shares. The shares of common stock are
    owned of record by clients of Zesiger Capital Group LLC, an
    investment advisor. 65




---



##### 



(5)
    
    According to a Schedule 13G
    filed on January 26, 2011, Royce & Associates,
    LLC beneficially owns, and has sole voting and dispositive power
    with respect to 1,184,250 shares of common stock.
    Royce & Associates, LLCs address is
    745 Fifth Avenue, New York, NY 10151.(6)
    
    According to Amendment No. 2
    to a Schedule 13G filed with the SEC on July 27, 2009
    jointly filed by Flawless Management Inc. and Harry N. Vafias,
    Harry N. Vafias beneficially owns 4,200,000 shares of
    common stock. Harry N. Vafias has sole voting power and sole
    dispositive power with respect to all such shares.  non-United
      Related
    Party Transactions
  Form 20-F
    Management
    Affiliations
    Management
    and Other Fees
     66




---



##### 



year-to-year
  Office
    Space
    Nike
    Investments Corporation
  then-directors, Form F-3
 67




---



##### 



Vessel
    Acquisitions
  Gas Defiance Gas Shuriken Gas
    Astrid Gas Exelero Gas Defiance Gas Shuriken, Gas Astrid and Gas Exelero Gas Natalie
      Item 8.
    Financial
    Information    Significant Changes.
  Legal Proceedings.
  Dividend Policy.
     68




---



##### 



Item 9.
    The
    Offer and Listing  Trading
    on the Nasdaq Stock Market
    High


LowYear Ended December 31, 2005 (October 6, 2005 through
    December 31, 2005)

$
14.59


$
10.80Year Ended December 31, 2006


14.79



10.90Year Ended December 31, 2007


18.98



11.50Year Ended December 31, 2008


17.67



2.72Year Ended December 31, 2009


7.50



4.15Year Ended December 31, 2010


7.99



4.052009First Quarter


6.60



4.15Second Quarter


6.34



4.25Third Quarter


6.60



4.67Fourth Quarter


7.50



5.802010First Quarter


6.40



4.61Second Quarter


5.64



4.62Third Quarter


4.88



4.05Fourth Quarter


7.99



4.352011First Quarter


8.37



5.76January 2011


8.37



6.84February 2011


7.02



6.50March 2011


6.88



5.76Second Quarter


6.87



4.90April 2011


6.87



5.98May 2011


6.00



4.93June 2011 through June 24, 2011


4.95



4.15  69




---



##### 



Comparison
    of Cumulative Total Shareholder Return
    
  Item 10.
    Additional
    Information  Share
    Capital
    Common
    Stock
   70




---



##### 



Blank
    Check Preferred Stock
    Dividends
      Articles
    of Incorporation and Bylaws
      Directors.
    Dissenters Rights of Appraisal and
    Payment.
 71




---



##### 



Stockholders Derivative Actions.
  Anti-takeover Provisions of our Charter
    Documents.
  Blank Check Preferred Stock.
  Classified Board of Directors.
  Election and Removal of Directors.
  Calling of Special Meetings of
    Stockholders.
  Advance Notice Requirements for Stockholder Proposals and
    Director Nominations.
    Business Combinations.
 72




---



##### 




    persons who are the beneficial owners of 15% or more of the
    outstanding voting stock of the corporation; and
    persons who are affiliates or associates of the corporation and
    who hold 15% or more of the corporations outstanding
    voting stock at any time within three years before the date on
    which the persons status as an interested stockholder is
    determined.    
    certain mergers or consolidations of the corporation or any
    direct or indirect majority-owned subsidiary of the company;
    the sale, lease, exchange, mortgage, pledge, transfer or other
    disposition of assets having an aggregate market value equal to
    10% or more of either the aggregate market value of all assets
    of the corporation, determined on a consolidated basis, or the
    aggregate value of all the outstanding stock of the corporation;
    certain transactions that result in the issuance or transfer by
    the corporation of any stock of the corporation to the
    interested stockholder;
    any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock of any class or
    series, or securities convertible into the stock of any class or
    series, of the corporation that is owned directly or indirectly
    by the interested stockholder; and
    any receipt by the interested stockholder of the benefit (except
    as a stockholder) of any loans, advances, guarantees, pledges or
    other financial benefits provided by or through the corporation.    
    before a person becomes an interested stockholder, the board of
    directors of the corporation approves the business combination
    or transaction in which the stockholder became an interested
    stockholder;
    upon consummation of the transaction that resulted in the
    interested stockholder becoming an interested stockholder, the
    interested stockholder owned at least 85% of the voting stock of
    the corporation outstanding at the time the transaction
    commenced, other than certain excluded shares;
    following a transaction in which the person became an interested
    stockholder, the business combination is (a) approved by
    the board of directors of the corporation and
    (b) authorized at a regular or special meeting of
    stockholders, and not by written consent, by the vote of the
    holders of at least two-thirds of the voting stock of the
    corporation not owned by the stockholder; or
    a transaction with a stockholder that was or became an
    interested stockholder prior to the consummation of our initial
    public offering.  Material
    Contracts
   73




---



##### 



Amended and Restated Management
    Agreement 12-month
  Right of First Refusal Agreement
  Nike Investments Corporation then-directors, Form F-3
     74




---



##### 



Exchange
    Controls and Other Limitations Affecting Stockholders
      Tax
    Considerations
  Marshall
    Islands Tax Consequences
    United
    States Federal Income Tax Consequences
    United
    States Federal Income Taxation of Our Company
  Taxation
    of Operating Income: In General
      non-United
   75




---



##### 



Exemption
    of Operating Income from United States Federal Income
    Taxation
  non-United on-United
      2008-17, 2008-12 Publicly-Traded
      1 6
 76




---



##### 



77




---



##### 




    we or our subsidiaries have, or are considered to have, a fixed
    place of business in the United States involved in the
    earning of shipping income; and
    substantially all (at least 90%) of our United States-source
    shipping income, other than leasing income or that of a
    subsidiary, is attributable to regularly scheduled
    transportation, such as the operation of a vessel that follows a
    published schedule with repeated sailings at regular intervals
    between the same points for voyages that begin or end in the
    United States.      
    we or our subsidiaries have, or are considered to have a fixed
    place of business in the United States that is involved in the
    meaning of such leasing income; and
    substantially all (at least 90%) of our United States-source
    shipping income from leasing or that of a subsidiary is
    attributable to such fixed place of business.    United
    States Taxation of Gain on Sale of Vessels
    United
    States Federal Income Taxation of United States
    Holders
   78




---



##### 



Distributions
    121-day
  Sale,
    Exchange or other Disposition of Common Stock
   79




---



##### 



PFIC
    Status and Significant Tax Consequences
    
    at least 75% of our gross income for such taxable year consists
    of passive income (e.g., dividends, interest, capital gains and
    rents derived other than in the active conduct of a rental
    business); or
    at least 50% of the average value of our assets during such
    taxable year produce, or are held for the production of, passive
    income.      Tidewater Inc. and Subsidiaries v.
    United States Tidewater Tidewater Tidewater Tidewater
   80




---



##### 



mark-to-market
  Taxation
    of United States Holders Making a Timely QEF Election
    Taxation
    of United States Holders Making a
    Mark-to-Market
    Election
  mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
 81




---



##### 



mark-to-market
  Taxation
    of United States Holders Not Making a Timely QEF or
    Mark-to-Market
    Election
  mark-to-market
  
    the excess distribution or gain would be allocated ratably over
    the Non-Electing Holders aggregate holding period for the
    common stock;
    the amount allocated to the current taxable year or to any
    portion of the United States Holders holding period prior
    to the first taxable year for which we were a PFIC would be
    taxed as ordinary income; and
    the amount allocated to each of the other taxable years would be
    subject to tax at the highest rate of tax in effect for the
    applicable class of taxpayer for that year, and an interest
    charge for the deemed deferral benefit would be imposed with
    respect to the resulting tax attributable to each such other
    taxable year.    Other
    PFIC Elections.
  Mark-to-Market
   82




---



##### 



Mark-to-Market
    United
    States Federal Income Taxation of
    Non-United
    States Holders
  Non-United
  Dividends
    on Common Stock
  Non-United Non-United Non-United Non-United
  Sale,
    Exchange or Other Disposition of Common Stock
  Non-United
  
    the gain is effectively connected with the
    Non-United
    States Holders conduct of a trade or business in the
    United States. If the
    Non-United
    States Holder is entitled to the benefits of an income tax
    treaty with respect to that gain, that gain generally is taxable
    only if it is attributable to a permanent establishment
    maintained by the
    Non-United
    States Holder in the United States; or
    the
    Non-United
    States Holder is an individual who is present in the United
    States for 183 days or more during the taxable year of
    disposition and other conditions are met.  Non-United Non-United
 83




---



##### 



Backup
    Withholding and Information Reporting
    
    fails to provide an accurate taxpayer identification number;
    is notified by the Internal Revenue Service that you have failed
    to report all interest or dividends required to be shown on your
    federal income tax returns; or
    in certain circumstances, fails to comply with applicable
    certification requirements.  Non-United Form W-8BEN, W-8ECI W-8IMY,
  non-United non-United non-United non-United
    Dividends
    and Paying Agents
    Statement
    by Experts
    Documents
    on Display
  (http://www.sec.gov)
  Subsidiary
    Information
   84




---



##### 



Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Our risk
    management policy
    Interest
    rate risk
    NotionalAmount on

Fixed Rate


Floating Rate


Notional Amount

Notional Amount


Notional AmountEffective

Termination

Effective

(StealthGas


(StealthGas


December 31,

December 31,


December 31,Counterparty

Date

Date

Date

pays)


Receives)


2010

2011


2012FORTIS-BNP

May 30, 2007

May 30, 2016

$22.5 million


4.55
%(1)


3 month U.S.
    dollar LIBOR


$11.7 million

$
8.6 million


$
5.5  millionDNB NOR BANK ASA

March 9, 2006

March 9, 2016

$22.5 million


4.52
%


6 month U.S.
    dollar LIBOR


$12.5 million

$
10.9 million


$
9.2  millionFORTIS-BNP

January 17, 2008

January 17, 2013

$41.7 million


3.66
%


3 month U.S.
    dollar LIBOR


$33.2 million

$
30.5  million


$
27.8 millionDEUTSCHE BANK

March 20, 2008

March 20, 2013

$40.3 million


3.09
%


6 month U.S.
    dollar LIBOR


$33.4 million

$
30.9 million


$
28.4 millionDNB NOR BANK ASA

September 9, 2009

March 9, 2016

$53.3 million


4.73
%


3 month U.S.
    dollar LIBOR


$47.7 million

$
42.0 million


$
36.4  millionNIBC BANK N.V.

July 20, 2009

July 2, 2014

$23.9 million


2.77
%


3 month U.S.
    dollar LIBOR


$21.7 million

$
19.6 million


$
17.4 millionTotal















$160.2 million

$
142.5 million


$
124.7 million     (1)
    
    If the United States dollar three
    month LIBOR is less than 7.5%, the fixed rate is 4.55%. If the
    United States dollar three month LIBOR is equal to or higher
    than 7.5%, then the fixed rate would be the United States dollar
    three month LIBOR.(2)
    
    If the United States dollar six
    month LIBOR is less than or equal to 5.75%, the fixed rate is
    4.52%. If the United States dollar six month LIBOR is higher
    than 5.75%, then the fixed rate would be the United States
    dollar six month LIBOR less 123 basis points.  floating-to-fixed
   85




---



##### 



Foreign
    exchange rate fluctuation
          Item 12.
    Description
    of Securities Other than Equity Securities   86




---



##### 



PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
     87




---



##### 



Attestation
    Report of the Registered Public Accounting Firm
    Changes
    in Internal Control Over Financial Reporting
  Form 20-F,
 88




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Internal Control  Integrated Framework
        Internal Control  Integrated Framework
    
  89




---



##### 



Item 16A.
    Audit
    Committee Financial Expert    Item 16B.
    Code
    of Ethics  http://www.stealthgas.com.
  Item 16C.
    Principal
    Accountant Fees and Services    2010


2009Audit fees

$
548


$
713Further assurance/audit related fees






Tax fees






All other fees






Total

$
548


$
713   (1)
    Audit
    fees    (2)
    Further
    Assurance /Audit Related Fees    (3)
    Tax
    Fees    (4)
    All
    Other Fees    Non-audit
    services
     90




---



##### 



Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Total Numberof Shares

MaximumPurchased as

Number of SharesTotal

Average

Part of Publicly

that May Yet BeNumber of

Price

Announced

Purchased UnderShares

Paid per

Plans or

the Plans orPurchased

Share

Programs

ProgramsPeriod

(a)

(b)

(c)

(d)April 22, to April 29, 2010


545,843


$
5.40



545,843



N/A
(1)May 6, to May 28, 2010


112,629


$
5.05



658,472



N/A
(1)June 1,to June 18, 2010


546,757


$
5.06



1,205,229



N/A
(1)     (1)
    
    Approximately $8.72 million
    remains unused under the approved stock repurchase program as of
    the date of this report.  Item 16F.
    Change
    in Registrants Certifying Accountant    Item 16G.
    Corporate
    Governance  Statement
    of Significant Differences Between our Corporate Governance
    Practices and Nasdaq Corporate Governance Standards for
    Non-Controlled U.S. Issuers
   91




---



##### 



PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    Item 19.
    Exhibits  Number

Description1
.1

Amended and Restated Articles of Incorporation of the
    Company(1)1
.2

Amended and Restated Bylaws of the
    Company(1)4
.1

Amended and Restated Management Agreement between the Company
    and Stealth Maritime S.A., as
    amended(3)4
.2

Form of Right of First Refusal among the Company, Harry Vafias
    and Stealth Maritime
    S.A.(1)4
.3

StealthGas Inc.s 2005 Equity Compensation Plan, amended
    and
    restated(5)4
.4

Loan Agreement with Fortis Bank (Nederland) N.V. and Deed of
    Release of Security and
    Obligations(1)4
.5

Loan Agreement, dated December 5, 2005 with DnB Nor Bank
    ASA(2)4
.6

Supplemental Agreement, dated February 27, 2006, with DnB
    Nor Bank
    ASA(2)4
.7

Loan Agreement, dated May 17, 2006, with BNP Paribas
    (formerly Fortis Bank-Athens
    Branch)(3)4
.8

Loan Agreement, dated June 28, 2006, with DnB Nor Bank
    ASA(3)4
.9

Letter Agreement, dated August 2, 2006, with Nike
    Investments Corporation, as
    amended(3)4
.10

Memorandum of Agreement, dated March 30, 2007, for the
    Gas
    Kalogeros(3)4
.11

Memorandum of Agreement, dated March 30, 2007, for the
    Gas
    Sikousis(3)4
.12

Promissory Note dated May 16, 2007 issued in favor of Brave
    Maritime
    Corp.(3)4
.13

Second Supplemental Agreement, between Empire Spirit Ltd.,
    Independent Trader Ltd., Triathlon Inc., Soleil Trust Inc.,
    Jungle Investment Limited and Northern Yield Shipping Limited
    and DnB NOR Bank ASA, dated January 30,
    2007(4)4
.14

Loan Agreement, dated as of June 21, 2007, between
    StealthGas Inc., as borrower, Scotiabank (Ireland) Limited, as
    lender, Scotiabank Europe plc, as security trustee, and The Bank
    of Nova Scotia, as swap
    bank(5)4
.15

Supplemental Agreement, dated January 8, 2008, between
    StealthGas Inc., as borrower, Scotiabank (Ireland) Limited, as
    lender, Scotiabank Europe plc, as security trustee, and The Bank
    of Nova Scotia, as swap
    bank(5)4
.16

Memorandum of Agreement, dated February 29, 2008, for the
    Gas
    Defiance(5)4
.17

Memorandum of Agreement, dated February 29, 2008, for the
    Gas
    Shuriken(5)4
.18

Memorandum of Agreement, dated February 29, 2008, for the
    Gas
    Astrid(5)4
.19

Memorandum of Agreement, dated February 29, 2008, for the
    Gas
    Exelero(5)4
.20

Memorandum of Agreement, dated February 29, 2008, for the
    Gas
    Natalie(4)4
.21

Loan Agreement, dated July 30, 2008, between StealthGas
    Inc., as borrower, and National Bank of Greece, as
    lender(6) 92




---



##### 



Number

Description4
.22

Loan Agreement, dated August 28, 2008, between StealthGas
    Inc., as borrower, and Emporiki Bank of Greece, S.A., as
    lender(6)4
.23

Third Supplemental Agreement, dated March 14, 2008, Empire
    Spirit Ltd., Independent Trader Ltd., Triathlon Inc., Soleil
    Trust Inc., Jungle Investment Limited and Northern Yield
    Shipping Limited, as joint and several borrowers, and DnB NOR
    Bank ASA, as
    lender(6)4
.24

Loan Agreement, dated January 30, 2009, between Casteli
    Castle Inc., as borrower, DnB NOR Bank ASA, as lender, DnB NOR
    Bank ASA, as Agent, Account Bank and Security Trustee, and DnB
    NOR Bank ASA as Swap
    Bank(6)4
.25

Loan Agreement, dated February 12, 2008, between StealthGas
    Inc., as borrower, and Deutsche Bank AG Filiale
    Deutschlandgeschaft, as
    lender(6)4
.26

Loan Agreement, dated February 19, 2009, between EFG
    Eurobank Ergasias S.A., as lender, and StealthGas Inc., as
    borrower(6)4
.27

Loan Agreement, dated February 18, 2009, between StealthGas
    Inc., as borrower, DVB Bank S.E., Nordic Branch, as lender, and
    DVB BANK S.E., Nordic Branch as Arranger, Agent, Security
    Trustee and Swap
    Bank(6)4
.28

Memorandum for Agreement, dated June 4, 2010, for the M/V
    Spike, and Addendum No. 1 thereto, date
    June 22,
    2010(7)4
.29

Amendment Letter, dated March 18, 2010, between StealthGas,
    Inc. and Scotiabank (Ireland) Limited, in respect of Loan
    Agreement, dated June 21, 2007, as
    amended(7)4
.30

Supplemental Agreement, dated October 21, 2009, between
    StealthGas Inc., as borrower, and Deutsche Bank AG Filiale
    Deutschlandgeschaft(7)4
.31

Second Supplemental Agreement, dated April 27, 2010,
    between StealthGas Inc., as borrower, and Deutsche Bank AG
    Filiale Deutschlandgeschaft in respect of loan agreement, dated
    February 12, 2008, as amended, as supplemented by a
    supplemental agreement dated October 21,
    2009(7)4
.32

Loan Agreement, dated February 1, 2011, between StealthGas
    Inc., as borrower, DVB Bank S.E., Nordic Branch, as lender, and
    DVB Bank SE, Nordic Branch, as Arranger, Underwriter, Agent and
    Security Trustee4
.33

Loan Agreement, dated March 1, 2011, between StealthGas
    Inc., as borrower and Norddeutsche Landesbank Girozentrale, as
    lender4
.34

Third Supplemental Agreement, dated April 8, 2011, between
    StealthGas Inc., as borrower and Deutsche Bank AG Filiale
    Deutschlandgeschaft in respect of loan agreement, dated
    February 12, 2008, as amended and supplemented by
    supplemental agreements dated October 21, 2009 and
    April 27, 2010 and supplemented by a supplemental later
    dated November 18, 20108


Subsidiaries11
.1

Code of Business Conduct and
    Ethics(3)12
.1

Certification of the Chief Executive Officer12
.2

Certification of the Chief Financial Officer13
.1

Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350 as added by Section 906 of
    the Sarbanes-Oxley Act of 200213
.2

Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350 as added by Section 906 of
    the Sarbanes-Oxley Act of 200215
.1

Consent of Independent Registered Public Accounting Firm     (1)
    
    Previously filed as an exhibit to
    the Companys Registration Statement on
    Form F-1
    (File
    No. 333-127905)
    filed with the SEC and hereby incorporated by reference to such
    Registration Statement. 93




---



##### 



(2)
    
    Previously filed as an exhibit to
    the Companys Annual Report on
    Form 20-F
    for the year ended December 31, 2005 filed with the SEC on
    April 20, 2006.(3)
    
    Previously filed as an exhibit to
    the Companys Annual Report on
    Form 20-F
    for the year ended December 31, 2006 filed with the SEC on
    June 5, 2007.(4)
    
    Previously filed as an exhibit to
    the Companys Report on
    Form 6-K
    filed with the SEC on July 17, 2007.(5)
    
    Previously filed as an exhibit to
    the Companys Annual Report on
    Form 20-F
    for the year ended December 31, 2007 filed with the SEC on
    June 11, 2008.(6)
    
    Previously filed as an exhibit to
    the Companys Annual Report on
    Form 20-F
    for the year ended December 31, 2008 filed with the SEC on
    June 18, 2009.(7)
    
    Previously filed as an exhibit to
    the Companys Annual Report on
    Form 20-F
    for the year ended December 31, 2009 filed with the SEC on
    June 29, 2010. 94




---



##### 



SIGNATURES
  Form 20-F
  STEALTHGAS INC.
  By:
    /s/  Harry
    N. Vafias      95




---



##### 



StealthGas
    Inc.
    Consolidated Financial Statements
   Index to
    consolidated financial statements
  PagesReport of Independent Registered Public
    Accounting Firm

F-2Consolidated Balance Sheets  As of
    December 31, 2009 and December 31, 2010

F-3Consolidated Statements of Operations for the
    years ended December 31, 2008, 2009 and 2010

F-4Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2008, 2009 and 2010

F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2009 and 2010

F-6Notes to the Consolidated Financial Statements

F-7 - F-36   F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board
    of Directors and Stockholders of StealthGas Inc.
         Internal Control  Integrated Framework
     F-2




---



##### 



StealthGas
    Inc.Consolidated Balance SheetsAs of December 31, 2009 and 2010 (Expressed in United
    States Dollars, except for share data)
   December 31,Note

2009


2010AssetsCurrent assetsCash and cash equivalents






44,076,339



29,797,095Trade and other receivables






1,685,558



2,414,008Claims receivable






493,852



396,395Inventories


4



2,146,919



1,840,092Advances and prepayments






625,870



777,126Restricted cash






4,399,188



4,495,198Vessels held for sale


6



13,829,512



Fair value of derivatives


12



1,774,515



5,407,633Total current assets






69,031,753



45,127,547Non current assetsAdvances for vessels under construction and acquisitions


5



23,485,905



37,273,199Vessels, net


6



594,931,791



603,065,011Other receivables






169,616



42,572Restricted cash






1,550,000



1,550,000Deferred finance charges, net of accumulated amortization of
    $469,888 and $978,574


7



1,466,756



1,318,070Fair value of derivatives


12



1,861,189



Total non current assets






623,465,257



643,248,852Total assets






692,497,010



688,376,399Liabilities and Stockholders EquityCurrent liabilitiesPayable to related party


3



7,310,097



9,515,372Trade accounts payable






4,223,548



4,761,389Accrued liabilities


8



6,095,322



5,433,594Customer deposits


10



3,522,287



285,000Deferred income


9



3,643,963



2,754,630Other current liability


5



8,061,250



2,687,500Current portion of long-term debt


11



31,612,718



34,831,548Current portion of long-term debt associated with vessel held
    for sale


6



4,554,270



Total current liabilities






69,023,455



60,269,033Non current liabilitiesFair value of derivatives


12



10,327,792



11,602,213Other non current liability


5



2,688,750



Long-term debt


11



309,655,082



310,254,401Total non current liabilities






322,671,624



321,856,614Total liabilities






391,695,079



382,125,647Commitments and contingencies


20







Stockholders equityCapital stock5,000,000 preferred shares authorized and zero outstanding with
    a par value of $0.01 per share 100,000,000 common shares
    authorized 22,310,110 shares issued and outstanding at
    December 31, 2009, 21,104,881 shares issued and 21,104,214
    shares outstanding at December 31, 2010 with a par value of
    $0.01 per share


13



223,101



211,042Additional paid-in capital


13



284,100,096



277,986,270Retained earnings






17,415,158



28,508,349Accumulated other comprehensive loss






(936,424
)


(454,909
)Total stockholders equity






300,801,931



306,250,752Total liabilities and stockholders equity






692,497,010



688,376,399    F-3




---



##### 



StealthGas
    Inc.Consolidated Statements of
    OperationsFor the years ended December 31, 2008,
    2009 and 2010
    (Expressed in United States Dollars, except for share
    data)
   December 31,Note

2008


2009


2010RevenuesVoyage revenues






112,551,901



113,045,961



111,409,623ExpensesVoyage expenses


17



6,180,754



10,522,573



13,680,008Vessels operating expenses


17



32,178,385



38,001,481



38,338,063Dry-docking costs






1,112,992



1,266,455



2,716,378Management fees


3



4,618,025



5,230,990



5,184,055General and administrative expenses






4,772,615



3,564,779



3,031,491Depreciation


6



23,283,393



26,766,672



26,624,098Impairment loss










9,867,777



Forfeiture of vessel deposit and contract termination fees










16,500,000



Charter termination fees










(753,000
)


(228,000
)Net (gain)/loss on sale of vessels






(1,673,321
)


791,659



(960,696
)Total expenses






70,472,843



111,759,386



88,385,397Income from operations






42,079,058



1,286,575



23,024,226Other (expenses)/incomeInterest and finance costs






(9,962,504
)


(9,109,222
)


(7,672,848
)Change in fair value of derivatives






(2,713,055
)


(5,478,163
)


(6,071,638
)Interest income






743,193



250,326



315,517Foreign exchange (loss)/gain






(159,208
)


(261,401
)


1,497,934Other expenses, net






(12,091,574
)


(14,598,460
)


(11,931,035
)Net income/(loss)






29,987,484



(13,311,885
)


11,093,191Earnings/(Loss) per share Basic






1.35



(0.60
)


0.51 Diluted






1.34



(0.60
)


0.51Weighted average number of shares Basic






22,130,542



22,219,442



21,539,331 Diluted






22,182,118



22,219,442



21, 539,331Cash dividends declared per share






0.75



0.1875



    F-4




---



##### 



StealthGas
    Inc.Consolidated Statements of
    Changes in Stockholders Equity For the years ended December 31,
    2008, 2009 and 2010



    
    (Expressed in United States Dollars, except for share
    data)
   CapitalstockNumber





Additional





Accumulatedof





Paid-in





OtherComprehensive


Shares


Amount


Capital


Retained


ComprehensiveIncome


(Note 13)


(Note 13)


(Note 13)


Earnings


(Loss)


TotalBalance, as of January 1, 2008






22,284,105



222,841



281,612,867



21,650,412



(455,332
)


303,030,788Issuance of restricted shares and related stock based
    compensation






26,005



260



1,913,374











1,913,634Dividends paid ($0.75 per share per year)


















(16,727,707
)






(16,727,707
)Net income for the year


29, 987,484















29, 987,484







29, 987,484Other comprehensive income Cash flow hedges:Swap contract


(347,162
)


















(347,162
)


(347,162
)Reclassification adjustment


(9,712
)


















(9,712
)


(9,712
)Comprehensive income


29,630,610























Balance, December 31, 2008






22,310,110



223,101



283,526,241



34,910,189



(812,206
)


317,847,325Stock based compensation














573,855











573,855Dividends paid ($0.1875 per share)


















(4,183,146
)






(4,183,146
)Loss for the year


(13,311,885
)














(13,311,885
)






(13,311,885
)Other comprehensive income Cash flow hedges:Swap contract


168,825



















168,825



168,825Reclassification adjustment


(293,043
)


















(293,043
)


(293,043
)Comprehensive loss


(13,436,103
)






















Balance, December 31, 2009






22,310,110



223,101



284,100,096



17,415,158



(936,424
)


300,801,931Forfeiture of restricted shares and stock based compensation






(667
)


(7
)


154,449











154,442Stock repurchase






(1,205,229
)


(12,052
)


(6,268,275
)










(6,280,327
)Net income for the year


11,093,191















11,093,191







11,093,191Other comprehensive income Cash flow hedges:Reclassification adjustment


481,515



















481,515



481,515Comprehensive income


11,574,706























Balance, December 31, 2010






21,104,214



211,042



277,986,270



28,508,349



(454,909
)


306,250,752    F-5




---



##### 



StealthGas
    Inc.Consolidated Statements of Cash
    Flows For the years ended December 31,
    2008, 2009 and 2010
    (Expressed in United States Dollars)
   December 31,2008


2009


2010Cash flows from operating activitiesNet income / (loss) for the year


29,987,484



(13,311,885
)


11,093,191Items included in net income not affecting cash flows:Depreciation and amortization of deferred finance charges


23,388,379



26,969,442



27,132,784Amortization of fair value of time charter


(1,005,865
)


(181,552
)


Unrealized exchange differences










(1,690,528
)Forfeiture of vessel deposit and contract termination fees






16,500,000



Share based compensation


1,913,634



573,855



154,442Change in fair value of derivatives


1,467,113



1,454,894



(15,993
)Impairment loss






9,867,777



(Gain)/loss on sale of vessels


(1,673,321
)


791,659



(960,696
)Changes in operating assets and liabilities:(Increase)/decrease inTrade and other receivables


(222,382
)


716,483



(601,406
)Claims receivable


(561,236
)


(642,259
)


(580,579
)Inventories


(417,777
)


(892,777
)


306,827Advances and prepayments


(599,735
)


186,784



(151,256
)Increase/(decrease) inPayable to related party


(5,439,314
)


4,902,720



2,205,275Trade accounts payable


(150,246
)


967,373



537,841Accrued liabilities


590,069



1,577,225



(661,728
)Other current liability










(8,062,500
)Deferred income


803,989



(1,132,396
)


(889,333
)Net cash provided by operating activities


48,080,792



48,347,343



27,816,341Cash flows from investing activitiesInsurance proceeds






755,713



678,036Advances for vessel under construction and acquisitions


(23,009,597
)


(11,976,308
)


(13,787,294
)Proceeds from sale of vessels, net


26,883,889



11,669,374



37,100,890Acquisition of vessels


(167,509,111
)


(100,335,745
)


(57,068,000
)Decrease/(increase) in restricted cash account


3,654,833



(1,676,749
)


(96,010
)Net cash used in investing activities


(159,979,986
)


(101,563,715
)


(33,172,378
)Cash flows from financing activitiesStock repurchase










(6,280,327
)Dividends paid


(16,727,707
)


(4,183,146
)


Deferred finance charges


(304,549
)


(1,119,300
)


(360,000
)Customer deposits received










285,000Customer deposits paid


(270,707
)


(1,381,099
)


(3,522,287
)Loan repayment


(23,866,656
)


(26,021,803
)


(45,736,121
)Proceeds from long-term debt


161,802,000



88,150,000



45,000,000Net cash provided by/(used in) financing activities


120,632,381



55,444,652



(10,613,735
)Effect of exchange rate changes on cash










1,690,528Net increase/(decrease) in cash and cash equivalents


8,733,187



2,228,280



(14,279,244
)Cash and cash equivalents at beginning of year


33,114,872



41,848,059



44,076,339Cash and cash equivalents at end of year


41,848,059



44,076,339



29,797,095Supplemental Cash Flow Information:Cash paid during the year for interest, net of amounts
    capitalized


10,743,998



8,716,032



6,755,101    F-6




---



##### 



StealthGas
    Inc.Notes to the consolidated financial statements
    (Expressed in United States Dollars)
   1.
    Basis of
    Presentation and General Information      LPG
    carriers
  Acquisition /Name of Company

Vessel Name

Disposition Date

cbm1.

LPGONE Ltd.

Gas Tiny

October 29, 2004


1,319.962.

Geneve Butane Inc.

Gas Kaizen

November 24, 2004


4,102.003.

Matrix Gas Trading Ltd.

Gas Shanghai

December 7, 2004


3,525.92Pacific Gases Ltd.

Gas Emperor**

February 2, 2005


5,009.074.

Semichlaus Exports Ltd.

Gas Ice

April 7, 2005


3,434.085.

Ventspils Gases Ltd.

Gas Arctic

April 7, 2005


3,434.086.

Aracruz Trading Ltd.

Gas Amazon

May 19, 2005


6,562.417.

Continent Gas Inc.

Gas Chios

May 20, 2005


6,562.098.

Empire Spirit Ltd.

Gas Monarch

May 31, 2005


5,018.359.

Jungle Investment Limited

Gas Cathar

July 27, 2005


7,517.1810.

Northern Yield Shipping Ltd.

Gas Legacy

October 27, 2005


3,500.0011.

Triathlon Inc.

Gas Marathon

November 2, 2005


6,572.2012.

Iceland Ltd.

Gas Crystal

November 11, 2005


3,211.0413.

Soleil Trust Inc.

Gas Sincerity

November 14, 2005


4,128.9814.

East Propane Inc.

Catterick

November 24, 2005


5,001.4115.

Petchem Trading Inc.

Gas Spirit

December 16, 2005


4,112.18Malibu Gas Inc.

Feisty Gas*

December 16, 2005


4,111.2416.

Balkan Holding Inc.

Gas Czar

February 14, 2006


3,509.6517.

International Gases Inc.

Gas Zael*

April 3, 2006


4,111.2418.

Oxfordgas Ltd.

Lyne

May 19, 2006


5,013.9019.

Energetic Peninsula Limited

Sir Ivor

May 26, 2006


5,000.0020.

Baroness Holdings Inc.

Gas Pasha

June 30, 2006


3,244.0421.

Evolution Crude Inc.

Gas Flawless

February 1, 2007


6,300.0022.

Aura Gas Inc.

Gas Nemesis

May 18, 2007


3,518.0023.

Fighter Gas Inc.

Gas Icon

June 27, 2007


5,000.0024.

Luckyboy Inc.

Chiltern

June 28, 2007


3,312.0025.

Italia Trades Inc.

Gas Evoluzione

July 23, 2007


3,517.0026.

Studio City Inc.

Gas Kalogeros

July 27, 2007


5,000.0027.

Gastech Inc.

Gas Sikousis

August 3, 2007


3,500.0028.

Cannes View Inc.

Gas Haralambos

October 30, 2007


7,000.00 F-7




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    1.
    Basis of
    Presentation and General
    Information  Continued  Acquisition /Name of Company

Vessel Name

Disposition Date

cbm29.

Ecstasea Inc.

Gas Premiership

March 19, 2008


7,200.0030.

Spacegas Inc.

Gas Defiance

August 1, 2008


5,000.0031.

Financial Power Inc.

Gas Shuriken

November 3, 2008


5,000.0032.

Sound Effex Inc.

Gas Astrid

April 16, 2009


3,500.0033.

Revolution Inc.

Gas Exelero

June 30, 2009


3,500.0034.

Empress Enterprises Ltd.

Gas Emperor**

August 16, 2010


5,009.07Independent Trader Ltd.

Gas Oracle

April 26, 2005
    (sold on January 28, 2008)


3,014.59Acquisition /Name of Company

Vessel Name

Disposition Date

cbmTransgalaxy Inc.

Gas Fortune

February 24, 2006
    (sold on December 9, 2009)


3,512.78Ocean Blue Limited

Gas Nemesis

June 15, 2006
    (sold on January 29, 2008)


5,016.05European Energy Inc.

Gas Renovatio

May 29, 2007
    (sold on March 19, 2008)


3,312.50Espace Inc.

Gas Sophie

October 15, 2007
    (sold on June 10, 2009)


3,500.00VCM Trading Ltd.

Ming Long

October 12, 2004
    (sold on March 16, 2010)


3,515.55Gaz De Brazil Inc.

Gas Prodigy

October 15, 2004
    (sold on April 9, 2010)


3,014.59Industrial Materials Inc.

Gas Texiana

April 11, 2005
    (sold on April 6, 2010)


5,013.33Balkan Profit Ltd

Gas Eternity

March 9, 2006
    (sold on May 6, 2010)


3,528.21Tankpunk Inc.

Gas Natalie

January 22, 2009
    (sold on January 15, 2010)


3,213.92Name of Company

Vessel Name

To be delivered on

cbmPelorus Inc.

Gas Myth

July 2011


5,000.00Rising Sun Inc.

Gas Elixir

February 2011


5,000.00Carinthia Inc.

Gas Cerberus

March 2011


5,000.00Tatoosh Beauty Inc.

Gas Esco

May 2012


7,500.00Octopus Gas Inc.

Gas Husky

January 2012


7,500.00   M.R.
    type product carriers
  Name of Company

Vessel Name

Acquisition Date

dwt35.

Clean Power Inc.

Navig8 Fidelity

January 9, 2008


46,754.2936.

MR Roi Inc.

Navig8 Faith

February 27, 2008


46,754.29 F-8




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    1.
    Basis of
    Presentation and General
    Information  Continued  Name of Company

Vessel Name

Acquisition Date

dwt37.

King of Hearts Inc.

Alpine Endurance

July 14, 2009


47,000.00Name of Company

Vessel Name

Cancelled on

dwtCasteli Castle Inc.

Stealth Argentina

December 18, 2009


50,500.00   Aframax
    tanker
  Name of Company

Vessel Name

Acquisition Date

dwt38.

Tankpunk Inc.

Spike

July 26, 2010


115,804.00     *
    
    On April 3, 2006, the
    Feisty Gas was delivered to International Gases
    Inc., subsidiary of StealthGas Inc., and renamed to Gas
    Zael.**
    
    On August 16, 2010, the
    Gas Emperor was delivered to Empress Enterprises
    Ltd., subsidiary of StealthGas Inc.  378 1968 27 75
    Year ended December 31,Charterer

2008

2009

2010A (Shell)


22
%


17
%


10
%B (Petredec)


21
%


15
%


12
%C (Vitol)


20
%


13
%


11
%D (Navig8)






10
%


10
%   2.
    Significant
    Accounting Policies  Principles of Consolidation:
  Use of Estimates:
  Other Comprehensive Loss:
 F-9




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    2.
    Significant
    Accounting Policies  Continued  Foreign Currency Translation:
  Cash and Cash Equivalents:
  Restricted Cash:
  Trade Receivables:
  Claims Receivable:
  Inventories: first-in,
  Vessels Acquisitions:
  Impairment or Disposal of Long-lived
    Assets:
 F-10




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    2.
    Significant
    Accounting Policies  Continued          Vessels Depreciation:
  Assets held for sale:
 F-11




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    2.
    Significant
    Accounting Policies  Continued  Trade Accounts Payable:
  Segment Reporting:
  Accounting for Special Survey and Dry-docking
    Costs:
  Deferred Finance Charges:
  Pension and Retirement Benefit Obligations 
    Crew:
  Accounting for Revenue and Related
    Expenses:
       F-12




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    2.
    Significant
    Accounting Policies  Continued  Leasing:
  Stock Incentive Plan:
  Earnings/(Loss) per Share:
  Income Taxes:
  Derivatives:
 F-13




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    2.
    Significant
    Accounting Policies  Continued      Fair Value Measurements:
  Recent Accounting Pronouncements:
  3.
    Transactions
    with Related Party       F-14




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    3.
    Transactions
    with Related Party  Continued            4.
    Inventories    December 31,2009


2010Bunkers


956,903



792,586Lubricants


1,190,016



1,047,506Total


2,146,919



1,840,092    5.
    Advances
    for Vessels Under Construction and Acquisitions   F-15




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    5.
    Advances
    for Vessels Under Construction and
    Acquisitions  Continued    Balance, December 31, 2008


23,009,597Advances for vessels under construction


11,375,989Capitalized interest


600,319Vessel delivered


(5,750,000
)Forfeiture of vessel deposit


(5,750,000
)Balance, December 31, 2009


23,485,905Advances for vessels under construction


13,046,531Capitalized interest


556,477Capitalized expenses


184,286Balance, December 31, 2010


37,273,199        F-16




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    5.
    Advances
    for Vessels Under Construction and
    Acquisitions  Continued   6.
    Vessels,
    net  AccumulatedVessel cost


Depreciation


Net Book ValueBalance, December 31, 2008


608,801,435



(57,030,395
)


551,771,040Acquisitions


106,085,745







106,085,745Held for sale


(16,271,256
)


2,441,744



(13,829,512
)Disposals


(14,741,063
)


2,280,030



(12,461,033
)Impairment loss


(9,867,777
)






(9,867,777
)Depreciation for the year






(26,766,672
)


(26,766,672
)Balance, December 31, 2009


674,007,084



(79,075,293
)


594,931,791Acquisitions


57,068,000







57,068,000Disposals


(29,058909
)


6,748,227



(22,310,682
)Depreciation for the year






(26,624,098
)


(26,624,098
)Balance, December 31, 2010


702,016,175



(98,951,164
)


603,065,011                F-17




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    6.
    Vessels,
    net  Continued          7.
    Deferred
    Finance Charges    8.
    Accrued
    Liabilities    December 31,2009


2010Interest on long-term debt


1,358,831



1,385,560Administrative expenses


377,588



388,294Vessel operating and voyage expenses


4,358,903



3,659,740Total


6,095,322



5,433,594    9.
    Deferred
    Income    F-18




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
   10.
    Customer
    Deposits    11.
    Long-term
    Debt  December 31,


Movement in 2010


December 31,2009


Additions


Repayments


2010BNP Paribas


50,713,600







(14,756,338
)


35,957,262DnB Nor Bank


71,592,371



45,000,000



(12,878,685
)


103,713,686Scotia Bank


42,111,514







(3,755,500
)


38,356,014Deutsche Bank


35,875,000







(2,500,000
)


33,375,000National Bank of Greece


31,301,000







(1,939,000
)


29,362,000Emporiki Bank


27,719,834







(1,717,166
)


26,002,668DVB Bank


31,158,751







(2,514,164
)


28,644,587NIBC


26,700,000







(3,275,268
)


23,424,732EFG Eurobank


28,650,000







(2,400,000
)


26,250,000Total


345,822,070



45,000,000



(45,736,121
)


345,085,949   a.
       F-19




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    b.
        c.
     F-20




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    d.
         F-21




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued  e.
            f.
     F-22




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    g.
      h.
     F-23




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    i.
      j.
     F-24




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    k.
           F-25




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    11.
    Long-term
    Debt  Continued    December 31,

Amount2011


34,831,5482012


32,141,5482013


31,371,5482014


63,083,1392015


27,815,630Thereafter


155,842,536Total


345,085,949    12.
    Derivatives
    and Fair Value Disclosures  un-amortizing
    floating-to-fixed
     F-26




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    12.
    Derivatives
    and Fair Value Disclosures  Continued      Derivatives notdesignated as



December 31, 2009

December 31, 2010hedging



Asset

Liability

Asset

Liabilityinstruments

Balance Sheet Location

Derivatives

Derivatives

Derivatives

DerivativesForeign Currency Contract

Current assets  Fair value of derivatives


1,774,515







5,407,633



Foreign Currency Contract

Non current assets  Fair value of derivatives


1,861,189











Non current liabilities  Fair value ofInterest Rate Swap Agreements

derivatives






10,327,792







11,602,213Total derivatives not designated as hedging instruments




3,635,704



10,327,792



5,407,633



11,602,213Total derivatives




3,635,704



10,327,792



5,407,633



11,602,213     December 31, 2009

December 31, 2010Amount of Gain/(Loss) Recognized in OCL onDerivatives designated as hedging instruments

Derivative (Effective Portion)Interest Rate Swap Agreement


(124,218
)


481,515     December 31, 2009

December 31, 2010Location of Gain/(Loss) Reclassifiedfrom Accumulated

Amount of Gain/(Loss) Reclassified fromOCL into Income

AccumulatedDerivatives designated as hedging instruments

(Effective Portion)

OCL into IncomeInterest Rate Swap Agreement

Change in fair value of derivatives


484,369



410,162   F-27




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    12.
    Derivatives
    and Fair Value Disclosures  Continued  Location of Gain/(Loss)Recognized in Income on Derivative

Amount of Gain/(Loss) Recognized in Income(Ineffective Portion)

on Derivative (Ineffective Portion)Interest Rate Swap Agreement

Change in fair value of derivatives


(191,325
)


(891,677
)Derivatives not designated as hedging instruments

Location of Gain/(Loss) RecognizedInterest Rate Swap  Fair Value

Change in fair value of derivatives


2,266,362



(1,274,421
)Interest Rate Swap  Realized loss

Change in fair value of derivatives


(4,023,270
)


(6,087,631
)Foreign Currency Contract  Fair Value

Change in fair value of derivatives


(4,014,299
)


1,771,929Total loss on derivatives not designated as
    hedging instruments




(5,771,207
)


(5,590,123
)Total loss on derivatives




(5,478,163
)


(6,071,638
)   Fair Value of Financial
    Instruments:
  Fair Value Disclosures:
       F-28




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    12.
    Derivatives
    and Fair Value Disclosures  Continued    Fair Value Measurements UsingQuoted Pricesin Active


SignificantFair Value


Markets for


Other


Significantas of


Identical


Observable


UnobservableDecember 31,


Assets


Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Assets/(Liabilities):Foreign Currency Contract


5,407,633







5,407,633



Interest Rate Swap Agreements


(11,602,213
)






(11,602,213
)


Total


(6,194,580
)






(6,194,580
)


      13.
    Common
    Stock and Additional Paid-in Capital             F-29




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    13.
    Common
    Stock and Additional Paid-in
    Capital  Continued     14.
    Equity
    Compensation Plan               F-30




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    14.
    Equity
    Compensation Plan  Continued              Weighted average grantNumber of


date fair value perrestricted shares


non-vested shareNon-vested, January 1, 2010


42,002



15.20Granted






Vested


(34,834
)


15.51Forfeited


(667
)


15.95Non-vested, December 31, 2010


6,501



13.52     15.
    Earnings
    per share     F-31




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    15.
    Earnings
    per share  Continued          Year Ended December 31,2008


2009


2010NumeratorNet income/(loss)


29,987,484



(13,311,885
)


11,093,191Less: Dividends declared and undistributed earnings allocated to
    non-vested shares


(217,727
)






(16,469
)Net income/(loss) attributable to common shareholders, basic


29,769,757



(13,311,885
)


11,076,722DenominatorBasic Weighted average shares  outstanding


22,130,542



22,219,442



21,539,331Effect on dilutive securities:Non-vested restricted shares


51,576







Diluted Weighted average shares  outstanding


22,182,118



22,219,442



21, 539,331Basic earnings/(loss) per share


1.35



(0.60
)


0.51Diluted earnings/(loss) per share


1.34



(0.60
)


0.51      16.
    Dividends
    Paid     F-32




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    16.
    Dividends
    Paid  Continued    17.
    Voyage
    Expenses and Vessel Operating Expenses    Year ended December 31,Voyage Expenses

2008


2009


2010Port expenses


773,058



2,015,814



2,652,235Bunkers


2,265,062



5,065,204



7,868,829Commissions charged by third parties


1,598,447



1,731,276



1,612,635Commissions charged by related party


1,385,767



1,418,024



1,396,877Other voyage expenses


158,420



292,255



149,432Total


6,180,754



10,522,573



13,680,008   Year ended December 31,Vessels Operating Expenses

2008


2009


2010Crew wages and related costs


19,227,571



23,706,087



23,998,949Insurance


1,497,568



1,696,571



1,623,582Repairs and maintenance


4,104,822



4,574,386



4,814,718Spares and consumable stores


4,967,128



5,641,944



5,838,470Miscellaneous expenses


2,381,296



2,382,493



2,062,344Total


32,178,385



38,001,481



38,338,063   18.
    Income
    Taxes  and/or
     F-33




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
   19.
    Financial
    Instruments    20.
    Commitments
    and Contingencies  
    From time to time the Company expects to be subject to legal
    proceedings and claims in the ordinary course of its business,
    principally personal injury and property casualty claims. Such
    claims, even if lacking merit, could result in the expenditure
    of significant financial and managerial resources. The Company
    is not aware of any such claims or contingent liabilities which
    should be disclosed, or for which a provision should be
    established in the accompanying consolidated financial
    statements.
    In January 2005, the Company entered into a three-year
    cancelable operating lease for its office facilities that
    terminated in January 2008. In January 2008, the Company entered
    into a new two-year cancelable operating lease for its office
    facilities that terminated in January 2010. In January 2010, the
    Company entered into a new two-year cancelable operating lease
    for its office facilities that terminates in January 2012.
    Rental expense for the years ended December 31, 2008, 2009
    and 2010 was $48,201, $45,102 and $55,214, respectively. In
    October 2005, the Company entered into a three-year cancelable
    operating lease for an armored car that terminated in October
    2008. In October 2008, the Company entered into a new three-year
    cancelable operating lease for an armored car that terminates in
    October 2011. Rental expense for the years ended
    December 31, 2008, 2009 and 2010 was $50,016, $47,955 and
    $45,248 and are recorded in the consolidated statements of
    operations under the caption General and administrative
    expenses.    December 31,

Office Lease


Car Rent


Total2011


56,047



38,032



94,0792012


4,671







4,67160,718



38,032



98,750   
    As described in Note 5, as of December 31, 2010 the
    Company has long-term outstanding commitments for installment
    payments for five vessels under construction, as follows:  Year Ended

Shipbuilding Contracts2011


67,378,9652012


22,324,249Total


89,703,214   As of December 31, 2010, the Companys long term
    obligations due under the shipbuilding contracts with Mitsubishi
    Corporation of Japan totaled to JPY7,610,260,000 were converted
    to US Dollars based upon the foreign currency forward
    contracts entered into by the Company F-34




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    20.
    Commitments
    and Contingencies  Continued  and the prevailing USD/JPY exchange rate as at December 31,
    2010. The total obligation under these contracts was $89,703,214.  Based upon the above the prevailing USD/JPY exchange rate used
    for the calculation of the total obligation was 81.35 JPY to $1.  
    Future minimum contractual charter revenue, based on vessels
    committed to noncancelable, long-term time and bareboat charter
    contracts as of December 31, 2010, will be $73,369,031
    during 2011, $41,380,700 during 2012, $27,161,200 during 2013,
    $20,899,700 during 2014 and $6,862,140 during 2015. These
    amounts do not include any assumed off-hire.  21.
    Subsequent
    Events      (a)
    On February 1, 2011, the Company entered into an up to
    $49,500,000 facility agreement with DVB Bank SE Nordic Branch to
    partially finance the acquisition of the three under
    construction LPG carriers, named Gas Elixir
    (formerly Hull K422), Gas Cerberus
    (formerly Hull K423) and Gas Myth,
    (formerly Hull K421), respectively, by three of the
    Companys wholly owned subsidiaries. The senior secured
    term loan facility will be the lesser of the amount of
    $49,500,000 and the 75% of the vessels charter free market
    value at the time of delivery. The term loan will be drawn down
    in three tranches upon the delivery of each vessel. The first
    tranche amounted to $16,500,000 was drawn down on March 1,
    2011, the second tranche amounted to $16,400,000 was drawn down
    on April 20, 2011, and the third tranche of $16,500,000 is
    expected in July 2011. The total facility of $49,400,000 will be
    repayable, with the first installment commencing three months
    after the drawdown, in twenty eight consecutive quarterly
    installments of $825,000 each plus a balloon payment of
    $26,300,000 payable together with the last installment. The term
    loans interest rate is LIBOR plus a margin. In addition to
    a first priority mortgage over the vessels, the term loan is
    secured by the assignment of the vessels insurances,
    earnings, operating and retention accounts and the guarantee of
    the ship owning subsidiary.(b)
    On March 1, 2011, the Company took delivery of the
    Gas Elixir (formerly Hull K422).(c)
    On March 1, 2011, the Company entered into a credit
    facility with NORD/LB Bank to partially finance the acquisition
    of the two under construction LPG carriers, Gas Esco (formerly
    Hull K424) and Gas Husky, (formerly Hull
    K425), in an amount equal to (i) the lesser of
    $42,000,000 or 70% of the vessels charter free market
    value at the time of delivery or (ii) the lesser of
    $45,000,000 or 75% of the vessels charter free market
    value if at the time of their delivery we have arranged for a
    two-year charter for both vessels. The term loan will be drawn
    down in two tranches upon the delivery of each vessel between
    January and May 2012. The total facility will be repayable, with
    the first installment commencing three months after the
    drawdown, in thirty two consecutive quarterly installments plus
    a balloon payment payable together with the last installment.
    The term loans interest rate is LIBOR plus a margin. In
    addition to a first priority mortgage over the vessels, the term
    loan is secured by the assignment of the vessels
    insurances, earnings, operating and retention accounts and the
    guarantee of the ship owning subsidiary. Upon drawing under this
    facility, we will be subject to similar financial covenants as
    those contained in our other credit facilities and a ratio of
    the aggregate market value of the vessels securing the loan to
    the F-35




---



##### 



StealthGas
    Inc.
    Notes to the consolidated financial statements
    (Expressed in United States Dollars)
    21.
    Subsequent
    Events  Continued  principal amount outstanding under the loan of 125%, other than
    during the first three years after both tranches of the loan
    have been drawn, when this required ratio will be 120%.  (d)
    On April 8, 2011, the Company entered into a supplemental
    agreement on waiver and amendment terms on the Deutsche
    Facility providing for a waiver of certain covenants. This
    agreement, among other things: (i) reduces from
    May 18, 2011 the applicable margin for the duration of this
    facility to 1.9% (ii) reduces the aggregate market value
    covenant contained in the loan agreement from November 18,
    2010 through March 31, 2012 to 110% of the outstanding
    facility and thereafter 125% (iii) requires the repayment
    of USD1,500,000 on May 19, 2011 and amends the balloon
    payment to USD9,375,000(e)
    On April 14, 2011, the Company entered into a memorandum of
    agreement for the disposal of the vessel Gas
    Shanghai to an unaffiliated third party for $8,850,000.
    The sale of the vessel was concluded with the delivery to her
    new owners on May 9, 2011.(f)
    On April 20, 2011, the Company took delivery of the
    Gas Cerberus (formerly Hull K423).(g)
    On April 29, 2011, the Company entered into separate
    memoranda of agreement for the disposal of the vessels Gas
    Czar and Gas Nemesis to an unaffiliated third
    party for a total $10,850,000. The sale of first vessel was
    concluded with the delivery to her new owners on June 15,
    2011 while the second vessel is expected to be delivered in
    July, 2011.(h)
    On April 29, 2011, the Company entered into a memorandum of
    agreement for the disposal of the vessel Gas Chios
    to an unaffiliated third party for $6,150,000. The sale of the
    vessel was concluded with the delivery to her new owners on
    June 1, 2011.(i)
    May 3, 2011, before the delivery of Gas
    Shanghai to her new owners, the Company prepaid $4,486,539
    of the then outstanding amount of the BNP loan.  F-36