INTERNATIONAL SHIPHOLDING CORP
8-A12B, 1998-07-24
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
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                                   FORM 8-A


                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                     INTERNATIONAL SHIPHOLDING CORPORATION
              (Exact name of Registrant as specified in its charter)


              Delaware                                 36-2989662
(State of incorporation or organization)  (I.R.S. Employer Identification No.)


                              650 Poydras Street
                         New Orleans, Louisiana 70130
              (Address of principal executive offices) (Zip Code)


          Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                  Name of each exchange on which
         to be so registered                  each class is to be registered
                        

7 3/4% Senior Notes due 2007, Series B         New York Stock Exchange, Inc.
          


If this form relates to the registration of a class  of securities pursuant to
Section  12(b)  of  the  Exchange  Act  and is effective pursuant  to  General
Instruction A.(c), check the following box.   X
                                          
If this form relates to the registration  of a class of securities pursuant to
Section  12(g)  of  the  Exchange  Act and is effective  pursuant  to  General
Instruction A.(d), check the following box.

Securities Act registration statement  file number to which this form relates:
333-46317

Securities to be registered pursuant to Section 12(g) of the Act:


                                   None


        

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.   Description of Registrant's Securities to be Registered

     A description of the Registrant's 7 3/4  %  Senior Notes due
2007,  Series  B,  to  be registered hereby is contained  in  the
section captioned "Description  of  the  Notes"  set forth in the
prospectus   filed  as  part  of  the  Registrant's  Registration
Statement on Form  S-4  (Registration  No. 333-46317), filed with
the Securities and Exchange Commission on  February  13, 1998 and
declared effective on February 23, 1998, and such description  is
incorporated herein by reference.

Item 2.   Exhibits


     1.   Registrant's   Registration   Statement   on  Form  S-4
          (Registration No. 333-46317), filed with the Securities
          and  Exchange  Commission  on  February  13,  1998  and
          incorporated herein by reference.

     2.   Restated  Certificate of Incorporation, as amended,  of
          the Registrant,  incorporated  herein  by  reference to
          Exhibit  3(a)  to  the  Registrant's Form 10-Q for  the
          quarterly period ended June 30, 1996.

     3.   By-laws  of  the  Registrant,  incorporated  herein  by
          reference to Exhibit 3(b) to the Registrant's Form 10-Q
          for the quarterly period ended June 30, 1996.

     4.   Indenture  dated  as   of   January  22,  1998  between
          International Shipholding Corporation  and  The Bank of
          New  York,  as  Trustee,  filed  as Exhibit 4.1 to  the
          Registrant's Current Report on Form  8-K  dated January
          22, 1998 and incorporated herein by reference.

     5.   Form  of  7  3/4  %  Senior  Note  due 2007, Series  B,
          included  in  Exhibit  4  and  incorporated  herein  by
          reference.

     6.   Registration Rights Agreement dated  as  of January 22,
          1998 by and among International Shipholding Corporation
          and   Citicorp   Securities,   Inc.,   Citibank  Canada
          Securities  Limited  and  Citibank  International  plc,
          filed  as  exhibit  10.1  to  the Registrant's  Current
          Report  on  Form  8-K  dated  January   22,   1998  and
          incorporated herein by reference



                                  SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the  Registrant  has  duly  caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.

                            INTERNATIONAL SHIPHOLDING CORPORATION
          



                            By:    /s/ Gary L. Ferguson
                                     Gary L. Ferguson
                                    Vice President and
                                  Chief Financial Officer



Date:   July 22, 1998.


       

                                EXHIBIT INDEX

                                                            SEQUENTIALLY
EXHIBIT                                                       NUMBERED
NUMBER                     DESCRIPTION                          PAGE

    1.   Registrant's  Registration  Statement on Form S-4
         (Registration No. 333-46317), filed with the Securities
         and Exchange Commission on February 13, 1998
         and incorporated herein by reference.

    2.   Restated  Certificate  of  Incorporation,  as amended,
         of the Registrant, incorporated herein by reference to
         Exhibit 3(a) to the Registrant's Form 10-Q for the
         quarterly period ended June 30, 1996.

    3.   By-laws   of   the  Registrant,  incorporated herein by
         reference to Exhibit 3(b) to the Registrant's Form 10-Q
         for the quarterly period ended June 30, 1996.

   4.   Indenture dated as of January 22, 1998 between
        International Shipholding Corporation and The Bank
        of New York, as Trustee, filed as Exhibit 4.1 to
        the Registrant's Current Report on Form 8-K
        dated January 22, 1998 and incorporated herein
        by reference.

   5.   Form of 7  3/4 % Senior Note due 2007, Series B,
        included in Exhibit 4 and incorporated herein
        by reference.

   6.   Registration Rights Agreement dated as of January 22,
        1998 by and among International Shipholding
        Corporation and Citicorp Securities, Inc., Citibank
        Canada Securities Limited and Citibank International
        plc, filed as exhibit 10.1 to the Registrant's Current
        Report on Form 8-K dated January 22, 1998
        and incorporated herein by reference.

        




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