<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INTERNATIONAL SHIPHOLDING CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
460321201
(CUSIP Number)
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1: and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for
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).
<PAGE>2
CUSIP No. 460321201 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Niels W. Johnsen
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
1,020,595
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,020,595
PERSON
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,020,595
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.27 %
12 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>3
-3-
ITEM 1(a) NAME OF ISSUER:
INTERNATIONAL SHIPHOLDING CORPORATION
1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
650 Poydras Street
New Orleans, Louisiana 70130
ITEM 2(a) NAME OF PERSON FILING:
Niels W. Johnsen
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
One Whitehall Street
New York, NY 10004
2(c) CITIZENSHIP:
United States
2(d) TITLE OF CLASS OF SECURITIES:
Common
2(e) CUSIP NUMBER:
460321201
ITEM 3 If this statement is filed pursuant to Rules
13d-1(b) or 13(d)-2(b), check whether the person
is a:
Not Applicable
ITEM 4 OWNERSHIP
If the percent of the class owned, as of December
31, of the year covered by the statement, or
as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date
and identify those shares which there is a right
to acquire.
4(a) Amount of Beneficially Owned:
1,020,595
4(b) Percent of Class:
15.27%
4(c) Number of shares as to which such person has:
(I) sole power to vote or to direct the vote
1,020,595
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the
disposition of 1,020,595
(iv) shared power to dispose or to direct the
disposition of 0
<PAGE>4
-4-
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not Applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not Applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10 CERTIFICATION:
Not Applicable
SIGNATURE
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.
DATE February 9, 1998
SIGNATURE /s/ Niels W. Johnsen
NAME/TITLE Niels W. Johnsen, Chairman of the Board
International Shipholding Corporation
