Mail Stop 0305

      December 21, 2004


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

Re:  	International Shipholding Corporation
      Form S-1; Amendment No. 2
      Filed December 10, 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.

1. Please provide us with the artwork you intend to use.  The
inside
front cover artwork should be clear illustrations of your product
or
business with concise language describing the illustrations.
Artwork
that does not convey the business purpose and language that strays
beyond a limited scope will not be appropriate inside the front
cover.  Please refer to Section VIII of the Division of
Corporation
Finance March 31, 2001 Current Issues and Rulemaking Projects
Quarterly Update available at www.sec.gov.

Cautionary Notice Regarding Forward-Looking Statements, page ii

2. Please delete the next-to-last sentence in the last paragraph.
If
you are aware of material risk factors, you should discuss them in
the risk factors section.

Capitalization, page 28

3. We note that the preferred stock to be offered is redeemable
upon
a change of control of the company.  Redemption upon change of
control is considered to be a "deemed liquidation event" that may
be
outside of the company`s control, making the associated security
redeemable for purposes of Rule 5-02(28) of Regulation S-X.  In
this
regard, please explain to us why your classification of preferred
stock in stockholders` investment is appropriate.  Refer to EITF
D-98
for guidance.

Results of Operations-Nine Months Ended September 30, 2004

Gross Voyage Profit, page 34
Rail-Ferry Service, page 35

4. To the extent practicable, quantify the amount each of the
reasons
you cite contributed to the change in costs.

Customers and Cargo, page 50

5. Confirm that no customer, other than MSC, accounts for 10% or
more
of your revenues.

Exhibit 5.1

6. Delete the paragraph beginning with "In connection with the
opinions expressed above" and ending with "affecting the validity
of
such Securities" as it is an inappropriate assumption.

7. We note that your opinion is limited to Louisiana and Delaware
law.  We remind you that with respect to the Convertible Notes,
Counsel must opine on the laws of the state governing the
indenture.

8. Either revise to delete the last sentence of the next-to-last
paragraph or refile the opinion dated the date of effectiveness.

Closing

      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

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International Shipholding Corporation
December 21, 2004
Page 1