Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LaMONTE MARC
2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2008
3. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSG]
(Last)
(First)
(Middle)
666 THIRD AVENUE, 5TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Gas Strategic Bus.Unit
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $1.00 per share 3,770 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) 01/12/2008(2) 01/12/2015 Common Stock 1,258 $ 52.4 D  
Stock option (right to buy)   (2)(3) 01/18/2016 Common Stock 2,756 $ 49.05 D  
Stock option (right to buy)   (2)(4) 01/10/2017 Common Stock 3,038 $ 55.03 D  
Stock option (right to buy)   (2)(5) 01/10/2018 Common Stock 5,459 $ 64.92 D  
Performance Share Unit   (6)   (6) Common Stock 5,122 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LaMONTE MARC
666 THIRD AVENUE, 5TH FLOOR
NEW YORK, NY 10017
      Head of Gas Strategic Bus.Unit  

Signatures

/s/James I. Edelson, Attorney-in-Fact, pursuant to a power of attorney attached 09/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of common stock were granted pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan (the "2004 Plan"). A total of 2,883 shares of common stock are subject to vesting restrictions. The reporting person becomes vested in 624 shares on January 10, 2009, 117 shares on January 12, 2009, 255 shares on January 18, 2009, 623 shares on January 10, 2010, 255 shares on January 18, 2010, 624 shares on January 10, 2011 and 385 shares on January 10, 2012.
(2) The option to purchase these shares of common stock was granted pursuant to the 2004 Plan.
(3) The option is currently exercisable with respect to 1,837 shares of common stock and will become exercisable as to 919 shares of common stock on January 18, 2009.
(4) The option is currently exercisable with respect to 1,012 shares of common stock and will become exercisable as to 1,013 shares of common stock on each of January 10, 2009 and January 10, 2010.
(5) The option will become exercisable as to 1,819 shares of common stock on January 10, 2009 and 1,820 shares of common stock on each of January 10, 2010 and January 10, 2011.
(6) These performance share units were granted pursuant to the 2004 Plan and convert into 5,122 shares of common stock on December 31, 2009 if and only if (i) certain goals are achieved relating to the value of a share of common stock during the period from January 1, 2007 through December 31, 2009 and (ii) the reporting person remains employed by Overseas Shipholding Group, Inc. or an affiliate during such period.

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