March 29, 2007

Via U.S. Mail and Facsimile (212-578-1832)

Morten Arntzen
Chief Executive Officer
Overseas Shipholding Group, Inc.
666 Third Avenue, New York, NY 10017

	Re:	Overseas Shipholding Group, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2006
		Filed March 1, 2007
		File No. 1-06479

Dear Mr. Arntzen:

      We have limited our review of the above filing to disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comment.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues.  At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. On page 33 of your Form 10-K you state that "(f)rom time to
time,
vessels in (y)our fleet call on ports located in countries subject
to
sanctions and embargoes imposed by the U.S. government and
countries
identified by the U.S. government as sponsors of terrorism, such
as
Syria and Iran."  Please advise us of the approximate dollar
amounts
and percentages of revenues, assets, and liabilities associated
with
your contacts with Syria and Iran during fiscal 2006.  Please
provide
the same information for the prior fiscal periods covered by the
Form
10-K, or advise us that the dollar amounts and percentages for
those
periods do not differ significantly from those provided for fiscal
2006.


* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Max Webb
		Assistant Director
	Division of Corporation Finance
Morten Arntzen
Overseas Shipholding Group, Inc.
March 29, 2007
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