EXHIBIT 11.1





The Board of Directors of Star Bulk Carriers Corp. (the "Company") has adopted this Code of Ethics (the
          "Code") for all of the Company's employees, directors, officers and agents ("Employees").
 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 General Counsel of the Company immediately.
 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 opportunities that are discovered through the use of corporate property, information or position.
 Related Party Transactions
 All transactions between the Company and any of its officers, directors and employees or their respective
          affiliates shall be on terms believed by the Company to be no less favorable than are available from unaffiliated third parties and such transactions will require prior written approval, in each instance by a majority of the Company's
          uninterested "independent" directors, as defined in the Nominating and Corporate Governance Committee Charter, or the members of the Company's Board of Directors who do not have an interest in the transaction, in either case who had access, at
          the Company's expense, to its attorneys or Company’s General Counsel.
 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.
 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.
 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.
 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 General Counsel.
 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 General Counsel may be sought.
 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 subsidiaries, 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.
 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.
 Reporting
 ●
              Company's Audit Committee through the Company's "P.O. Box 61323 15104 Maroussi"
                      established for this purpose.
 ●
              Company’s General Counsels through the whistleblower hotline on +306976862707 by
                      leaving a voice message on the answering machine.