UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)
OVERSEAS SHIPHOLDING GROUP, INC.
(Name of Issuer)
Common Stock (Par Value $1.00 per share)
(Title of Class of Securities)
690368 10 5
(Cusip Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
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 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 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HERMANN MERKIN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
159,209
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 2,986,416
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 159,209
PERSON
WITH 8. SHARED DISPOSITIVE POWER
2,986,416
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,625
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
12. TYPE OF REPORTING PERSON
IN
Hermann Merkin hereby files the following as an amendment to his
Schedule 13G pursuant to Section 13(g) of the Securities Exchange
Act of 1934 and the rules thereunder by amending and restating
Items 4 and 6 thereof in their entirety and providing
supplemental information:
Item 1(a) Name of Issuer:
Overseas Shipholding Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1114 Avenue of the Americas
New York, N.Y. 10036
Item 2(a) Name of Person Filing:
Hermann Merkin
Item 2(b) Address of Principal Business Office or, if none,
Residence:
415 Madison Avenue - 3rd floor
New York, New York 10017
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock (par value $1 per share)
Item 2(e) CUSIP Number:
690368 10 5
Item 3. Not Applicable
Item 4. Ownership
THE INFORMATION SET FORTH IN ITEM 4 IS AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
(a) Amount Beneficially Owned:
3,145,625
(b) Percent of Class:
8.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
159,209
(ii) shared power to vote or to direct the vote -
2,986,416
(iii) sole power to dispose or to direct the
disposition of -159,209
(iv) shared power to dispose or to direct the
disposition of - 2,986,416
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.
THE INFORMATION SET FORTH IN ITEM 6 IS AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
The 2,986,416 shares of common stock listed under (ii)
and (iv) of Item 4(c), constituting approximately 8.1% of
the class, are owned by OSG Holdings, a New York partnership
in which the undersigned is a 15.8% partner. The other
principal partners in OSG Holdings and their respective
approximate percentage interest in said partnership are as
follows: EST Associates (a New York partnership) - 36.68%;
and Raphael Recanati and Diane Recanati, as tenants in
common - 25%. OSG Holdings has the right to receive and the
power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
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.
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.
January 15, 1998
----------------
Date
S/HERMANN MERKIN
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Signature
Hermann Merkin
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Name/Title
