FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Kelso GP VII, LLC   2. Issuer Name and Ticker or Trading Symbol Eagle Bulk Shipping Inc. [EGLE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Footnote 2 (Last) (First) (Middle) 320 PARK AVENUE, 24TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 09/18/2006 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 09/18/2006   S   2,300,000 (1) D $ 14.52 10,125,000 (1) I (2) (3) (4) (5) (6) By Eagle Ventures LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kelso GP VII, LLC 320 PARK AVENUE 24TH FLOOR NEW YORK, NY 10022		X		See Footnote 2
GOLDBERG MICHAEL B C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022	X	X		See Footnote 2
Loverro Frank J C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022	X	X		See Footnote 2
NICKELL FRANK T C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
WALL THOMAS R IV C/O KELSO & COMPANY 350 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
MATELICH GEORGE E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
WAHRHAFTIG DAVID I C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
BYNUM FRANK K C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
BERNEY PHILIP E C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X
Connors James J II C/O KELSO & COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ James J. Connors, II		09/18/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These amounts reflect the record ownership of and transactions in common stock ("Common Stock"), par value $0.01 per share, of Eagle Bulk Shipping Inc. by Eagle Ventures LLC. Each reporting person disclaims beneficial ownership of such shares of Common Stock except to the extent of such person's pecuniary interest therein, if any.
(2)	Michael B. Goldberg and Frank J. Loverro are members of the board of directors of Eagle Bulk Shipping Inc. and are managing members of each of KEP VI, LLC ("KEP VI") and Kelso GP VII, LLC ("GP VII, LLC"). Messrs. Goldberg and Loverro disclaim beneficial ownership of any Common Stock included herein except to the extent of their pecuniary interest therein.
(3)	Each of KEP VI and Kelso Investment Associates VII, L.P. ("KIA VII"), by virtue of its status as a member of Eagle Ventures LLC, may be deemed to share beneficial ownership of shares of Common Stock owned by Eagle Ventures LLC. Each of KIA VII and KEP VI share investment and voting power along with the other members of Eagle Ventures LLC with respect to Common Stock owned by Eagle Ventures LLC, but disclaim beneficial ownership of such Common Stock except to the extent of its pecuniary interest therein. Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned of record by Eagle Venture LLC or indirectly by KEP VI or KIA VII, by virtue of their status as managing members of KEP VI and Kelso GP VII, LLC ("GP VII, LLC"), but disclaim beneficial ownership of such Common Stock except to the extent of their pecuniary interest therein.
(4)	Each of KIA VII and KEP VI, due to their common control, may be deemed to beneficially own the Common Stock owned by the other. Each of KIA VII and KEP VI disclaim beneficial ownership of Common Stock owned by the other, if any, except to the extent of such first person's pecuniary interest therein, if any.
(5)	GP VII, LLC is the general partner of Kelso GP VII, L.P. ("GP VII, L.P."). GP VII, L.P. is the general partner of KIA VII. Each of GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of all of the Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
(6)	Each of GP VII, LLC and GP VII, L.P., due to their common control, could be deemed to beneficially own the Common Stock owned by the other. Each of GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of Common Stock owned by the other or directly by Eagle Ventures LLC, except to the extent of such first person's pecuniary interest therein, if any.
Remarks: Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VII, LLC; Kelso Investment Associates VII, L.P.; KEP VI, LLC; Kelso GP VII, L.P.; Philip E. Berney; Frank K. Bynum, Jr.; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; and James J. Connors, II.

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