Exhibit
11.1






CODE
OF ETHICS






The
Board of Directors of Diana Shipping Inc. (the “Company”) has adopted this Code
of Ethics (the “Code”) for all of the Company’s employees, directors, officers
and agents (“Employees”).




I.
Conflicts of Interest




A
conflict of interest occurs when an Employee’s private interests interfere, or
even appears to interfere, with the interests of the Company as a
whole.  While it is not possible to describe every situation in which
a conflict of interest may arise, Employees must never use or attempt to use
their position with the Company to obtain improper personal benefits. Any
Employee who is aware of a conflict of interest, or is concerned that a conflict
might develop, should discuss the matter with the Audit Committee or counsel to
the Company immediately.




II.
Corporate Opportunities




Employees
owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise. Employees may not take for themselves personally
opportunities that are discovered through the use of corporate property,
information or position.




III.
Confidentiality and Privacy




It
is important that Employees protect the confidentiality of Company information.
Employees may have access to proprietary and confidential information concerning
the Company’s business, clients and suppliers.  Confidential
information includes such items as non-public information concerning the
Company’s business, financial results and prospects and potential corporate
transactions. Employees are required to keep such information confidential
during employment as well as thereafter, and not to use, disclose, or
communicate that confidential information other than in the course of
employment.  The consequences to the Company and the Employee
concerned can be severe where there is unauthorized disclosure of any
non-public, privileged or proprietary information.






To
ensure the confidentiality of any personal information collected and to comply
with applicable laws, any Employee in possession of non-public, personal
information about the Company’s customers, potential customers, or Employees,
must maintain the highest degree of confidentiality and must not disclose any
personal information unless authorization is obtained.




IV.
Honest and Fair Dealing




Employees
must endeavor to deal honestly, ethically and fairly with the Company’s
customers, suppliers, competitors and employees.  No Employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice. Honest conduct is considered to be conduct that is free
from fraud or deception.  Ethical conduct is considered to be conduct
conforming to accepted professional standards of conduct.




V.
Protection and Proper Use of Company Assets




The
Company’s assets are only to be used for legitimate business purposes and only
by authorized Employees or their designees. This applies to tangible assets
(such as office equipment, telephone, copy machines, etc.) and intangible assets
(such as trade secrets and confidential information). Employees have a
responsibility to protect the Company’s assets from theft and loss and to ensure
their efficient use.









Theft,
carelessness and waste have a direct impact on the Company’s profitability. If
you become aware of theft, waste or misuse of the Company’s assets you should
report this to your manager.




VI.
Compliance with Laws, Rules and Regulations




It
is the Company’s policy to comply with all applicable laws, rules and
regulations.  It is the personal responsibility of each Employee to
adhere to the standards and restrictions imposed by those laws, rules and
regulations, and in particular, those relating to accounting and auditing
matters.




Any
Employee who is unsure whether a situation violates any applicable law, rule,
regulation or Company policy should contact the Company’s outside legal
counsel.




VII.
Securities Trading




Because
we are a public company we are subject to a number of laws concerning the
purchase of our shares and other publicly traded securities. Company policy
prohibits Employees and their family members from trading securities while in
possession of material, non-public information relating to the Company or any
other Company, including a customer or supplier that has a significant
relationship with the Company.




Information
is “material” when there is a substantial likelihood that a reasonable investor
would consider the information important in deciding whether to buy, hold or
sell securities.  In short, any information that could reasonably
affect the price of securities is material. Information is considered to be
“public” only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb
and evaluate the information.  If you have any doubt as to whether you
possess material nonpublic information, you should contact a manager and the
advice of legal counsel may be sought.




VIII.
Disclosure




Employees
are responsible for ensuring that the disclosure in the Company’s periodic
reports is full, fair, accurate, timely and understandable.  In doing
so, Employees shall take such action as is reasonably appropriate to (i)
establish and comply with disclosure controls and procedures and accounting and
financial controls that are designed to ensure that material information
relating to the Company is made known to them; (ii) confirm that the Company’s
periodic reports comply with applicable law, rules and regulations; and (iii)
ensure that information contained in the Company’s periodic reports fairly
presents in all material respects the financial condition and results of
operations of the Company.




Employees
will not knowingly (i) make, or permit or direct another to make, materially
false or misleading entries in the Company’s, or any of its subsidiary’s,
financial statements or records; (ii) fail to correct materially false and
misleading financial statements or records; (iii) sign, or permit another to
sign, a document containing materially false and misleading information; or (iv)
falsely respond, or fail to respond, to specific inquiries of the Company’s
independent auditor or outside legal counsel.




IX.
Procedures Regarding Waivers




Because
of the importance of the matters involved in this Code, waivers will be granted
only in limited circumstances and where such circumstances would support a
waiver.  Waivers of the Code may only be made by the Audit Committee
and will be disclosed by the Company.









X.
Internal Reporting




Employees
shall take all appropriate action to stop any known misconduct by fellow
Employees or other Company personnel that violate this
Code.  Employees shall report any known or suspected misconduct to the
Chairman of the Audit Committee or the Company’s outside legal
counsel.  The Company will not retaliate or allow retaliation for
reports made in good faith.




XI.
Ethics Hotline and Whistleblower Program




Employees
may call the following number +30-210-9470195 and leave a voice message with our
whistleblower hotline answering service if they wish to ask questions, seek
guidance on specific situations or report violations of this Code, including but
not limited to accounting, internal controls and auditing matters. Employees may
choose to remain anonymous but even if they identify themselves, their contact
with the whistleblower hotline will remain strictly confidential.




Employees
may also report violations in writing and drop them off in the Company mailbox
(located on the Company’s premises). Employees may choose to be anonymous,
however, it will not be possible to obtain follow-up details necessary to
investigate the matter. In either case, employee information will be kept
strictly confidential, thus there should be no fear of any form of retaliation.
The whistleblower hotline answering service and mailbox will be accessible only
to the Chairman of the Audit Committee and the Company’s Internal
Auditor.
















SK 23159 0002
966160