Mail Stop 0305

November 26, 2004


Gary L. Ferguson
Vice President and
Chief Financial Officer
650 Poydras Street
New Orleans, Louisiana 70130

Re:  	International Shipholding Corporation
Form S-1 filed November 2, 2004
File No. 333-120161

Dear Mr. Ferguson:

We have reviewed your submission and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	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 filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

Industry and Other Information, page ii

1. Revise to clarify that you believe the industrial data is correct
and that you use it.

About the Company, page 1

2. Consider revising to disclose the percentage each segment
contributed to revenues and net income during the most recent audited
period.

3. As currently written, the summary does not suggest how it happened
that you lost money in two of the most recent audited periods.  Please
revise to clarify.

4. Delete the adjective "major" to describe unnamed customers.  If the
contracts are material to your business, file them as exhibits.

Liner Services, page 1

5. We do not understand why you do not know the exact number of
vessels you operate in your liner services and why you are reduced to
saying "one or more."  Either use the exact number or supplementally
tell us why there is no exact number.

Competitive Strengths, page 2

6. We suggest deleting the adjective "successful" in describing your
mix of contracts unless you clarify that you believe success is shown
by having losses in two of the last three years.

Stable Cash Flow, page 3

7. Please disclose here your cash flow from operations for each of the
last three years so that investors can judge what you mean by stable
cash flow.

Longstanding Customer Relationships, page 3

8. To help investors gauge the importance of these relationships to
your results, please disclose in parenthesis the percentage each
contributes to your total revenues.

Change in Control, page 6

9. Revise this section to clarify in bold in the first paragraph that
there is no mandatory change of control premium.  Instead, you are
offering the possibility of an elective one in the event that a new
owner wants to pay one.  Make parallel disclosures on page 8 and
elsewhere as appropriate.

Summary Historical Financial and Operating Data, page 10

Other Financial Data, page 10

10. Please include amounts for "Cash Flow from Investing" and "Cash
Flow from Financing" as presented on your consolidated statements of
cash flows to balance the presentation.  Make conforming revisions to
"Selected Historical Financial and Operating Data."

11. Please expand your disclosure here and elsewhere in the filing as
appropriate to explain why you believe the presentation of "EBITDA"
provides useful information to investors of preferred stock and, to
the extent material, add a statement disclosing the purposes, if any,
for which you use this financial measure.

12. Further, if you believe the agreements and covenants therein
related to "EBITDA" are material to an understanding of your financial
condition and/or liquidity, please include in MD&A a disclosure of
this measure as calculated by the related financial debt covenants.
Your disclosure should include the materiality of the credit agreement
and the covenant, the amount or limit required for compliance with the
covenant, and the actual or reasonably likely effects of compliance or
noncompliance with the covenant on your financial condition and
liquidity.  Refer to Question 10 of "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" included on the
Commission`s website at www.sec.gov.   Otherwise, discussion of
"EBITDA" for other purposes would not be permitted unless otherwise
allowable under Item 10(e) of Regulation S-K.

13. If you continue to present "EBITDA" in your filing, it appears
that the reconciling item "Extraordinary Item" in footnote 3 on page
12 for the years ended 2002 and 2001 is not consistent with your
financial statements for those years.  Please explain to us what the
extraordinary item relates to.

14. Please revise to reconcile the capital expenditures presented here
to the total amount for capital expenditures contained on your
consolidated statements of cash flows.

15. Please expand footnote 4 to provide a table that details the
computation of this ratio, as not all of the amounts for this
computation are readily available or apparent.  Please make conforming
revisions to "Selected Historical Financial and Operating Data."

We are subject to price fluctuations risks with respect to the fuel we
consume, page 15

16. Please revise heading so that it names the risk you are trying to
describe, which appears to be that the current high price of fuel may
adversely affect you if it stays the same or goes higher.

We are subject to risks associated with operating internationally,
page 16

17. We note that you list potential acts under the Foreign Corrupt
Practices Act as being a risk beyond your control.  Please
supplementally explain why this risk is beyond your control and
consequently why it is a risk at all.  We may have further comment
upon seeing your response.

Our rail-ferry service has been unprofitable to date, page 17

18. Please disclose the relevant numbers here.

Older vessels have higher operating costs...page 18

19. We note your disclosure on page 18 that it is likely that the
operating costs of your older vessels will increase.  In order to
better appreciate the impact of this likely increase, consider
providing a brief outline or a chart indicating of the age of your
vessels.


Use of Proceeds, page 25

20. Please specify the approximate amount of the net proceeds of this
offering that are intended to be used for each principal purpose.
Please refer to Item 504 of Regulation S-K.

Capitalization, page 27

21. It is not necessary to show cash, and cash equivalents in the
capitalization table.  However, if shown, please revise to exclude
restricted amounts.

Selected Historical Financial and Operating Data, page 28

22. Please include "Cash dividends declared per common share," in
accordance with instruction 2 to Item 301 of Regulation S-K.

23. Please provide pro forma net income and per share information for
the most recent interim period and fiscal year giving effect to the
anticipated dividends on the preferred stock.

Management`s Discussion and Analysis, page 31

Results of Operations-Six months Ended June 30, 2004

Gross Voyage Profit, page 33

24. In addition to citing the cause of a variance, please disclose
"why" such cause arose, and what you believe will or may be the
continuing impact resulting from such cause, if any, to the extent
material.  For example, you disclose the improvement for liner
services was a result of higher cargo volumes without explaining why.
Additionally, you disclose the decrease in time charter contracts was
attributable primarily to your PCTC`s carrying less supplemental
cargoes without explaining why.  Your disclosure should describe any
known trends or uncertainties that have had or that you reasonably
expect will continue to have an impact.

25. We note that you intend to use a portion of the proceeds from this
offering to purchase two used ships to maintain two of your MSC
contracts.  Please discuss the need to purchase these ships in order
to maintain these contracts, and the impacts on the contracts and to
you if you are not able to obtain the ships.

26. Specify the "operating costs" to which you refer with respect to
"Liner Service," "Contracts of Affreightment" and "Rail-Ferry Service"
and clarify what caused such changes in operating costs.  Refer to
Instruction 4 to Paragraph 303(a) of Regulation S-K.


Time Charter Contracts, page 33

27. Please quantify the impact of each of the reasons cited for the
variance to give readers a context for the magnitude of such items.
Refer to Section 501.04 of the Financial Reporting Codification.

Income Taxes, page 34

28. Please include a discussion about the impact of the Job Creation
Act that, based on disclosure elsewhere in the filing, becomes
effective for you on January 1, 2005.

Liquidity and Capital Resources, page 38

29. Please discuss how your dividend policy for the preferred
securities is expected to impact liquidity.

Mexican Rail-Ferry Service Results, page 39

30. Please clarify your basis for expecting the results of the Mexican
Rail-Ferry Service to improve and contribute to cash flows.  Is it
current market conditions, preliminary negotiations with potential
customers or some other reason?

Business, page 43

Business Strategy, page 44

31. Please describe the extent to which your business tends to be
cyclical.  Refer to Item 101(c)(1)(v) of Regulation S-K.

Customers and Cargo, page 47

32. Your disclosure here of "EBITDA" appears to be a measure of
liquidity, which is not consistent with your earlier disclosure of the
purpose for this measure.  Please ensure that the disclosure is
consistent with the disclosures elsewhere in your filing.

33. Revise your disclosure to indicate whether any of your customers
account for 10% or more of your revenues.  Please refer to Item
101(c)(10(vii) of Regulation S-K.

34. Specify and describe the portion, if material, of your business
that may be subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the Government.

Employees, page 54

35. Revise your disclosure to clarify which of your collective
bargaining agreements expire within two years.
Compensation Committee and Board of Directors Interlocks, page 59
36. Disclose who participated in discussions concerning executive
officer compensation for Erik F. Johnsen. Please refer to Item 402(j)
of Regulation S-K.

Conversion Price Adjustment-General, page 66

37. Refer to the sixth paragraph on page 67.  Wouldn`t an increase in
the conversion price disadvantage investors by giving them fewer
shares of common stock for their investment?  If so, please add an
appropriate risk factor and revise to disclose this everywhere in the
prospectus where you discuss the conversion rate.  If we
misunderstand, please explain supplementally how an increase in the
conversion rate is an advantage to investors.

Optional Redemption, page 68

38. Please indicate the method by which the optional redemptions of
less than all of the preferred stock would be determined.

Certain U.S. Federal Income Tax Considerations, page 89

39. Please revise this caption to indicate that the discussion
includes the "material" U.S. federal income tax considerations.

Interim Unaudited Financial Statements

40. Please update your financial statements in accordance with Rule 3-
12 of Regulation S-X.

Audited Financial Statements

Notes to Consolidated Financial Statements

Note H - Commitments and Contingencies
Contingencies, page F-36

41. At the end of the first paragraph, you disclose your belief that
it is not reasonably possible that your exposure from claims will be
material.  Please disclose the basis for your belief.

Exhibit 5.1

42. We remind you that we do not accept "forms" of opinions.

Exhibit 12.1

43. Please revise to include the calculation for the pro forma ratio.

Exhibit 23.1

44. Include a currently dated consent from the independent registered
public accounting firm in any further amended filing.

* * * * *

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

Direct any questions on the financial statements and related
disclosure to Doug Jones at (202) 824-5368, or Michael Fay at (202)
942-1907.  Direct any other questions to Hanna Teshome at (202) 942-
2975, or in her absence to me at (202) 942-1850.

								Sincerely,



								Max A. Webb
								Assistant Director



cc: via facsimile
L. Richards McMillian, II
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre LLP
(504) 582-8012




International Shipholding Corporation
November 26, 2004
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