SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LaMONTE MARC

(Last)

(First)

(Middle)

666 THIRD AVENUE, 5TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

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 ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Explanation of Responses:

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.

	/s/James I. Edelson, Attorney-in-Fact, pursuant to a power of attorney attached	09/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.