UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~THE ~~the~~SECURITIES ~~month~~EXCHANGE ~~of:~~ACT ~~October~~OF ~~2011~~1934

For the month of: November 2011

Commission File Number: 001-33416

OceanFreight Inc.

(Translation of registrant's name into English)

80 Kifissias Avenue, Athens 15125, Greece

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): ___

Note: Regulation S-T Rule 101(b) (1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) 7: ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

~~ANNOUNCEMENT~~Attached to this report on Form 6-K as Exhibit 99.1 is the press release of OceanFreight Inc. (the "Company") dated November 2, 2011: OceanFreight Inc. Reports Financial Results for the Third Quarter of 2011.

A putative shareholder class action lawsuit captioned Litwin v. OceanFreight, Inc., et. al, was filed in the United States District Court for the Southern District of New York on October 13, 2011 against OceanFreight Inc. ("OceanFreight"), DryShips Inc. ("DryShips"), Ocean Rig UDW Inc. ("Ocean Rig"), Pelican Stockholdings Inc. ("Pelican"), and the directors of OceanFreight. The plaintiff alleges violations of the Securities and Exchange Commission (the "SEC") proxy rules and breach of fiduciary duties by the directors of OceanFreight, purportedly aided and abetted by the other defendants, in connection with OceanFreight's agreement to merge with Pelican, a wholly-owned subsidiary of DryShips. The complaint sets out various alternative remedies, including an injunction barring the merger, rescission, and/or actual and punitive damages.

The lawsuit has not been served on the defendants. The defendants believe that the complaint is without merit and, if served, intend to defend the lawsuit vigorously.

Filings with the U.S. SEC

In connection with the proposed merger of OceanFreight with DryShips, Ocean Rig filed a registration statement on Form F-4 (Registration No. 333-176641)(the "Form F-4") with the SEC that was declared effective on October 12, 2011. The Form F-4 contains a proxy statement / prospectus and other documents. OceanFreight mailed the proxy statement / prospectus contained in the Form F-4 to its shareholders on October 17, 2011. The Form F-4 and proxy statement / prospectus contain important information about DryShips, Ocean Rig, OceanFreight, the merger and related matters. Investors and shareholders should read the proxy statement / prospectus and the other documents filed with the SEC in connection with the merger carefully before they make any decision with respect to the merger. The Form F-4, the proxy statement / prospectus and all other documents filed with the SEC in connection with the merger are available, free of charge, on the SEC's web site at www.sec.gov. In addition, the proxy statement / prospectus and all other documents filed with the SEC in connection with the merger will be made available to shareholders, free of charge, by contacting Dryships at 80 Kifissias Avenue, Amaroussion 15125 Athens, Greece Tel: +011 30 210-80 90-570, Fax: +01130 210 80 90 585 Email: finance@dryships.com or OceanFreight at 80 Kifissias Avenue, Athens 15125, Greece Tel: +30-210-6140283, Fax: +30-210-6140284, Email: management@oceanfreight.com.

In addition to the Form F-4 was filed by Ocean Rig, the proxy statement / prospectus and the other documents filed with the SEC in connection with the merger, DryShips and OceanFreight are obligated to file annual reports with, and submit other information to, the SEC. You may read and copy any reports and other information filed with, or submitted to, the SEC at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public reference rooms in New York, New York and Chicago, Illinois. Please call the U.S. SEC at 1-800-SEC-0330 for further information on public reference rooms. Filings with the U.S. SEC also are available to the public from commercial document–retrieval services and at the web site maintained by the U.S. SEC at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OCEANFREIGHT INC.

	OCEANFREIGHT INC.
	(Registrant)


	By:	/s/ Anthony Kandylidis
		Chief Executive Officer

Dated: November 2, 2011

~~(Registrant)~~Exhibit 99.1

~~By:/s/~~OceanFreight ~~Anthony~~Inc. ~~Kandylidis~~Reports Financial Results

~~Chief~~for ~~Executive~~the ~~Officer~~Third Quarter of 2011

~~Dated~~November 2, 2011, Athens, Greece. OceanFreight Inc. (NASDAQ: ~~October~~OCNF)(the 18"Company"), a global provider of marine transportation services, today announced its financial results for the three months ended September 30, 2011.

Financial Highlights

For the three months ended September 30, 2011, the Company reported a Net Loss of $19.2 million, or basic and diluted earnings equal to a loss of $3.23 per share. Included in these results are non-recurring costs associated with the proposed merger with a subsidiary of Dryships Inc. of $20.5 million.

Excluding this non-recurring costs, Net Income for the three months ended September 30, 2011 was $1.3 million, or basic and diluted earnings equal to $0.22 per share.

Third Quarter 2011 Results

For the three months ended September 30, 2011, the Company reported Voyage Revenues of $13.1 million, Operating Loss of $18.3 million and Net Loss of $19.2 million. During the same period, Net cash provided by operating activities was $4.8 million and Adjusted EBITDA was a loss of $7.9 million. Please see the reconciliation of Adjusted EBITDA to net cash provided by operating activities below.

The Company owns a fleet of eleven vessels, comprised of six drybulk vessels (four Capesize and two Panamaxes) and five under construction Very Large Ore Carriers (VLOC). The fleet has a combined deadweight tonnage of about 1.9 million tons. During the three months ended September 30, 2011, the Company operated an average of six drybulk vessels that earned an average time charter equivalent rate, or TCE, of $23,287 per day.

Fleet Data

	Three Months Ended September 30,
	2010			2011

Average number of vessels (1)		12			6
Total voyage days for fleet (2)		1,063			534
Total calendar days for fleet (3)		1,104			552
Time charter equivalent rate (TCE) (4)	$	22,097		$	23,287
Fleet utilization (5)		96.3	%		96.7	%

(1)

Average number of vessels is the number of vessels that comprised our operating 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)

Total voyage days for fleet are the total days the vessels were in our possession for the relevant period net of off-hire.

(3)

Calendar days are the total days our operating vessels were in our possession for the relevant period including off-hire days.

(4)

Time charter equivalent rate, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing gross revenues (net of voyage expenses) by voyage days for the relevant 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 is 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.

(5)	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.

The following table reflects the calculation of the TCE for the periods then ended:

(Dollars in thousands, except Average Daily results – unaudited)	Three Months Ended September 30,
	2010			2011

Voyage revenue		24,784			13,149
Voyage expenses		(1,295	)		(714	)
Revenue on a time charter basis		23,489			12,435

Total voyage days for fleet		1,063			534
Time charter equivalent (TCE) rate	$	22,097		$	23,287

Financial Statements

The following are the Company's Consolidated Statements of Operations for the three months ended September 30, 2010 and 2011:

	Three Months Ended September 30,
(Dollars in thousands, except for share and per share data)
	2010			2011
STATEMENT OF OPERATIONS DATA	(unaudited)			(unaudited)

Voyage revenues	$	24,784		$	13,149
Loss on forward freight agreements		(124	)		-
Gross revenue		24,660			13,149

Voyage expenses		(1,295	)		(714	)
Vessels operating expenses		(10,113	)		(4,575	)
Depreciation		(6,979	)		(4,162	)
General and administrative expenses		(1,415	)		(21,417	)
Survey and drydocking costs		(448	)		(590	)
Loss on sale of vessels and vessels held for sale		(63,854	)		-
Operating loss		(59,444	)		(18,309	)

Interest income		6			57
Interest expense and finance costs		(862	)		(659	)
Loss on derivative instruments		(2,734	)		(315	)
Net loss	$	(63,034	)	$	(19,226	)

Loss per common share, basic and diluted	$	(16,32	)	$	(3,23	)

Weighted average number of common shares, basic and diluted (1)		3,863,333			5,946,180

(1)	The weighted average number of common shares gives effect to the 1:20 reverse stock split which took place on July 6, 2011.

The following are the Company's Consolidated Balance Sheets as of December 31, 2010 and September 30, 2011:


(Dollars in thousands, except per share data)
	2010		2011
ASSETS	(audited)		(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	9,549	$	11,034
Vessels held for sale		88,274		-
Other current assets		11,931		4,365
Total current assets		109,754		15,399

FIXED ASSETS, NET:
Vessels under construction		46,618		95,329
Vessels, net of accumulated depreciation		311,144		298,908
Other, net of accumulated depreciation		597		418
Total fixed assets, net		358,359		394,655

OTHER NON-CURRENT ASSETS
Restricted cash		5,511		3,011
Other non –current assets		5,239		5,372
Total assets		478,863		418,437

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt		82,331		26,524
Other current liabilities		28,980		30,891
Total current liabilities		111,311		57,415

NON –CURRENT LIABILITIES:
Derivative liability, net of current portion		4,875		2,427
Long-term debt, net of current portion		127,441		111,187
Total non-current liabilities		132,316		113,614



STOCKHOLDERS' EQUITY:		235,236		247,408
Total liabilities and stockholders' equity		478,863		418,437

Adjusted EBITDA Reconciliation

The Company considers EBITDA to represent net income before interest, taxes, depreciation and amortization. Adjusted EBITDA excludes loss on sale of vessels and impairment on vessels. EBITDA and Adjusted EBITDA do not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included in this earnings release because it is a basis upon which we assess our liquidity position, because it is used by our lenders as a measure of our compliance with certain loan covenants and because we believe that it presents useful information to investors regarding our ability to service and/or incur indebtedness.

The following table reconciles Net cash provided by operating activities to EBITDA as adjusted for the effect of the loss from the sale of vessels and impairment loss:

	Three Months Ended September 30,
(amounts in thousands of U.S. dollars)	2010			2011

Net cash provided by operating activities		8,043			4,782
Net increase/(decrease) in operating assets		(8,315	)		(597	)
Net (increase)/decrease in operating liabilities		9,163			(14,412	)
Net interest expense (*)		2,764			2,387
Amortization of deferred financing costs included in interest expense		(130	)		(71	)
Adjusted EBITDA		11,525			(7,911	)

(*) Net interest expense includes the realized loss of interest rate swaps included in "Loss on interest rate swaps" in the interim consolidated unaudited statements of operations.

Fleet List

The table below describes our fleet and current employment profile as of the date of this report:

Vessel Name

Year Built

DWT

Type

Current Employment

Gross Rate per Day

Earliest Redelivery

Latest

Redelivery

Drybulk Vessels

M/V Robusto

2006

173,949

Capesize

26,000

Aug-14

Mar-18

M/V Cohiba

2006

174,200

Capesize

26,250

Oct-14

May-18

M/V Montecristo

2005

180,263

Capesize

23,500

May-14

Jan-18

M/V Partagas

2004

173,880

Capesize

27,500

Jul-12

Dec-12

M/V Topeka

2000

74,710

Panamax

15,000

Jan-12

Apr-13

M/V Helena

1999

73,744

Panamax

32,000

May-12

Oct-16

Vessels to be Acquired

Newbuilding VLOC #1 (1)

2012

206,000

Capesize

25,000

Apr-15

Apr-20

Newbuilding VLOC #2 (2)

2012

206,000

Capesize

23,000

Aug -17

Aug -22

Newbuilding VLOC #3 (3)

2012

206,000

Capesize

21,500

Oct-19

Oct-26

Newbuilding VLOC #4

2012

206,000

Capesize

Spot

Newbuilding VLOC #5

2013

206,000

Capesize

Spot

(1)	Upon delivery of the vessel, which is expected in the first quarter of 2012, it is scheduled to commence time charter employment for a minimum period of three years at a gross daily rate of $25,000.

(2)

Upon delivery of the vessel, which is expected in the second quarter of 2012, it is scheduled to commence time charter employment for a minimum period of five years at a gross daily rate of $23,000. In addition, the time charter contract provides for a 50% profit sharing arrangement when the daily Capesize average time charter rate is between $23,000 and $40,000 per day.

(3)

Upon delivery of the vessel, which is expected in the fourth quarter of 2012, it is scheduled to commence time charter employment for a minimum period of seven years at a gross daily rate of $21,500. In addition, the time charter contract provides for a 50% profit sharing arrangement when the daily Capesize average time charter rate is between $21,500 and $38,000 per day.

About OceanFreight Inc.

The Company is an owner and operator of drybulk vessels that operate worldwide. The Company owns a fleet of eleven vessels, comprised of six drybulk vessels (four Capesize and two Panamaxes) and five newbuilding Very Large Ore Carriers (VLOC) with a combined deadweight tonnage of about 1.9 million tons.

The Company's common stock is listed on the NASDAQ Global Market where it trades under the symbol "OCNF". Visit our website at www.oceanfreightinc.com.

Forward-Looking Statement

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydocking, changes in the Company's operating expenses, including bunker prices, dry-docking and insurance costs, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.

Please see the Company's filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

Investor Relations/Media:

Nicolas Bornozis

Capital Link, Inc. (New York)

Tel: +1-212-661-7566

E-mail: oceanfreight@capitallink.com

SK 25754 0009 1239453

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