d826773_424b-2.htm

PROSPECTUS SUPPLEMENT
Filed Pursuant to 424(b)(2)
(To Prospectus dated October 5, 2007)
Registration No. 333-146540
 
 
 
DryShips Inc.
 
5,309,000 Common Shares

We have entered into a sales agreement with Cantor Fitzgerald & Co. relating to the common shares offered by this prospectus supplement and the accompanying prospectus dated October 5, 2007.  In accordance with the terms of the sales agreement, and except as noted below, we may offer and sell up to 6,000,000 of our common shares, $0.01 par value per share, from time to time through Cantor Fitzgerald & Co., as our agent for the offer and sale of the common shares.
 
Our common shares are listed on The Nasdaq Global Select Market under the symbol “DRYS.” The last reported sale price of our common shares on The Nasdaq Global Select Market on November 6, 2007 was $115.98 per share.
 
Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Global Select Market, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law.
 
Cantor Fitzgerald & Co. will be entitled to compensation equal to 2.50% of the gross proceeds of the sale of any of the 6,000,000 common shares referenced herein that are sold in “at-the-market” offerings, and 4.0% of the gross proceeds of the sale of any of those shares in negotiated  transactions.  In connection with the sale of the common shares on our behalf, Cantor Fitzgerald & Co. may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of Cantor Fitzgerald & Co. may be deemed to be underwriting commissions or discounts.

This prospectus supplement amends and supplements the prospectus supplement previously filed pursuant to Rule 424(b)(2) on October 12, 2007 relating to the offer and sale of up to 6,000,000 common shares.  As of the date of this prospectus supplement, the Company has issued and sold a total of 691,000 common shares pursuant to the sales agreement with Cantor Fitzgerald & Co., the net proceeds of which were $83.06 million, leaving a total of 5,309,000 common shares which are covered by this prospectus supplement.
 
Investing in our common shares involves risks. See the risk factors in beginning on page 5 of the accompanying prospectus to read about the risks you should consider before purchasing our common shares.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
 
 
 
Cantor Fitzgerald & Co.
 
The date of this prospectus supplement is November 7, 2007



CAPITALIZATION
 
The following table sets forth our consolidated capitalization as of September 30, 2007:
 
·  
on an actual basis;
 
·  
on an adjusted basis to give effect to (i) the drawdown of $35.0 million to partly fund the acquisition cost of the vessel Clipper Gemini, of which $4.5 million is payable in the short term and (ii) the drawdown of $ 50.0 million to partly fund the acquisition cost of the vessel Samatan, of which $3.3 million is payable in the short term and (iii) the issuance and sale of 691,000 shares of common stock in the controlled equity  offering which commenced on October 12, 2007 at an average price of $123.3 per share, after deducting discounts, commissions payable and other expenses; and
 
 
·  
 on a further adjusted basis giving effect to our issuance and sale of 5,309,000 shares of common stock in this offering at an assumed offering price of $115.98 per share, the last reported closing price of our common stock on November 06, 2007, net of issuance costs of $15.39 million.
 
 
   
As of September 30, 2007
  
   
Actual
    
As Adjusted (1)
    
As Further Adjusted
(2)
  
   
(in thousands of U.S. dollars)
  
Debt
                  
                   
   Current portion of long-term debt
   $
111,199
     $
118,999
     $
118,999
  
   Total long-term debt, net of current portion
    
711,289
      
788,489
      
788,489
  
         Total debt
   $
822,488
     $
907,488
     $
907,488
  
                         
Shareholders’ equity
                        
 Preferred stock, $0.01 par value; 30,000,000 shares   authorized, none issued
                        
 Common stock, $0.01 par value; 75,000,000 shares authorized, 35,490,197 shares issued and outstanding, 36,181,197 shares issued and outstanding as adjusted, 41,490,197 shares issued and outstanding as further adjusted
    
355
      
362
      
415
  
   Additional paid-in capital
    
327,446
      
410,498
      
1,010,789
  
   Retained earnings
    
374,885
      
374,885
      
374,885
  
         Total shareholders’ equity
    
702,686
      
785,745
      
1,386,089
  
         Total capitalization
   $
1,525,174
     $
1,693,233
     $
2,293,577
  
 
(1)  
There have been no significant adjustments to our capitalization since September 30, 2007, as so adjusted.
(2)  
Assumes a sale price of $115.98 per share, which was the last reported closing price of our common stock on November 6, 2007.


SK 23113 0002 826773