UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                      Aegean Marine Petroleum Network Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    Y0017S102
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [_]  Rule 13d-1(c)

          [X]  Rule 13d-1(d)

----------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).



CUSIP No.  Y0017S102
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Leveret International Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Liberia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     15,088,031

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     15,088,031

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,088,031

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     35.22%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO



CUSIP No. Y0017S102
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Dimitris Melisanidis

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Greece

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     30,000

6.   SHARED VOTING POWER

     15,088,031

7.   SOLE DISPOSITIVE POWER

     30,000

8.   SHARED DISPOSITIVE POWER

     15,088,031

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,118,031

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     35.29%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN



CUSIP No.   Y0017S102
            ---------------------


Item 1(a).  Name of Issuer:

            Aegean Marine Petroleum Network Inc.
            -------------------------------------------------------------------

      (b).  Address of Issuer's Principal Executive Offices:

            42 Hatzikyriakou Avenue
            Piraeus, Athens J3 185 38
            Greece
            -------------------------------------------------------------------


Item 2(a).  Name of Person Filing:

            Leveret International Inc.
            Dimitris Melisanidis
            -------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:


      Leveret International Inc.    42 Hatzikyriakou Avenue,
                                    Piraeus, Athens J3 185 38, Greece

      Dimitris Melisanidis          c/o Leveret International Inc.,
                                    42 Hatzikyriakou Avenue, Piraeus, Athens
                                    J3 185 38, Greece

             -------------------------------------------------------------------

Item 2(c).  Citizenship or Place of Organization:

            Leveret International Inc. - Liberia
            Dimitris Melisanidis - Greece

            -------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:


            Common Stock
            -------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            Y0017S102
            -------------------------------------------------------------------


Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a) [_]  Broker or dealer registered under Section 15 of the Exchange Act
              (15 U.S.C. 78c).

     (b) [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
              U.S.C. 78c).

     (c) [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
              Act (15 U.S.C. 78c).

     (d) [_]  Investment  company  registered under Section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [_]  An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);

     (f) [_]  An employee  benefit plan or endowment  fund in  accordance  with
              s.240.13d-1(b)(1)(ii)(F);

     (g) [_]  A parent  holding  company or control  person in accordance  with
              Rule 13d-1(b)(1)(ii)(G);

     (h) [_]  A savings  association  as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C.1813);

     (i) [_]  A  church  plan  that  is  excluded  from  the  definition  of an
              investment  company  under  Section  3(c)(14)  of the  Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

     (j) [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Leveret International Inc. - 15,088,031
          Dimitris Melisanidis - 15,118,031
          -------------------------------------------------------------------

     (b)  Percent of class:

          Leveret International Inc. - 35.22%
          Dimitris Melisanidis - 35.29%
          -------------------------------------------------------------------

     (c)  Number of shares as to which the person has:

          (i)  Sole power to vote or to direct the vote:

            Leveret International Inc. - 0
            Dimitris Melisanidis - 30,000

         (ii) Shared power to vote or to direct the vote:

            Leveret International Inc. - 15,088,031
            Dimitris Melisanidis - 15,088,031

        (iii) Sole power to dispose or to direct the disposition of:

            Leveret International Inc. - 0
            Dimitris Melisanidis - 30,000

         (iv) Shared power to dispose or to direct the disposition of:

            Leveret International Inc. - 15,088,031
            Dimitris Melisanidis - 15,088,031

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

              N/A
              -----------------------------------------------------------------


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            N/A
            -------------------------------------------------------------------


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

            N/A
            -------------------------------------------------------------------


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s240.13d-1(b)(1)(ii)(J),  so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  s.240.13d-1(c)  or  s.240.13d-1(d),  attach an exhibit  stating the
identity of each member of the group.

            N/A
            -------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

             N/A
             -------------------------------------------------------------------



     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Leveret International Inc.**

By: /s/ Dimitris Melisanidis
----------------------------
Dimitris Melisanidis



By: /s/ Dimitris Melisanidis**
----------------------------
Dimitris Melisanidis


February 13, 2009


**The Reporting  Persons  disclaim  beneficial  ownership in the shares reported
herein except to the extent of their pecuniary interest therein.


                                                                      Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G dated February 13, 2009 relating to
the Common  Stock of Aegean  Marine  Petroleum  Network  Inc.  shall be filed on
behalf of the undersigned.


Leveret International Inc.**

By: /s/ Dimitris Melisanidis
----------------------------
Dimitris Melisanidis



By: /s/ Dimitris Melisanidis**
----------------------------
Dimitris Melisanidis


February 13, 2009

** The Reporting  Persons disclaim  beneficial  ownership in the shares reported
herein except to the extent of their pecuniary interest therein.



SK 23250 0002 964292