8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

____________October 13, 2008_____________

Date of Report (Date of Earliest Event Reported)

Commission file number  –  2-63322

INTERNATIONAL SHIPHOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware                                                                  36-2989662                                           

          (State or other jurisdiction of                                                           (I.R.S. Employer Identification Number)

          incorporation or organization)

11 North Water Street, Suite 18290                                          Mobile, Alabama                                          36602

          (Address of principal executive offices)                                                                                                        (Zip Code)

       (251) 243-9100                                                                                     

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [ ]  Written communications pursuant to Rule 425 under the Securities Act

 [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02.    Results of Operations and Financial Condition.

On October 13, 2008, International Shipholding Corporation issued a press release reporting its estimated financial results for the third quarter of 2008.  A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 8.01.    Other Events.

As referenced under Item 2.02, a press release was issued on October 13, 2008 reporting International Shipholding Corporation’s estimated 2008 third quarter results.

On October 14, 2008, International Shipholding Corporation issued a press release announcing that the Special Committee formed by the Board of Directors has retained Lazard to act as its financial advisor and Thacher Proffitt & Wood LLP to act as its legal advisor.  A copy of the press release is furnished as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(c)   Exhibit

  Exhibit Number             Document

99.1        Press Release dated October 13, 2008

99.2        Press Release dated October 14, 2008

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL SHIPHOLDING CORPORATION

/s/ Manuel G. Estrada

_____________________________________________

Manuel G. Estrada

Vice President and Chief Financial Officer

Date ____October 14, 2008

EX-99.1

PRESS RELEASE

October 13, 2008

International Shipholding Corporation Announces Third Quarter Earnings Estimates

Contact: Manny Estrada

Vice President and Chief Financial Officer

International Shipholding Corporation

251.243.9082

estradmg@intship.com

Mobile, Alabama – International Shipholding Corporation (“the Company”) announced today that it expects its net income for the Quarter ended 09/30/08 to be approximately $11.0 to $11.5 million or $1.51 to $1.59 per share on a fully diluted basis.  The Company’s results for the third quarter were primarily driven by an increase in the carriage of supplemental cargoes on its U.S. Flag Pure Car Carriers which increased over second quarter liftings and by the continued improvement in the results of the Rail Ferry service as it moves closer to maximizing its carrying capacity.  The Company had no asset sales in the third quarter, and, additionally, based on the Third Quarter’s results, the Company had approximately $50 million of cash and cash equivalents at 09/30/08.

While the recent down turn in the dry bulk market has impacted shipping companies with vessels in the spot market, the Company’s long standing strategy of having its fleet employed under medium to long term charters with charterers of high credit rating allows the Company’s time charter segment to continue to provide consistent and predictable returns.  These charters have no exposure to fluctuating fuel prices.  Our only segment exposed to fuel price levels, the Rail Ferry service, has existing surcharge agreements in place that are designed to essentially eliminate material cost increases.

The Company plans to formally release its earnings on October 30th after its Third Quarter Board meeting.

In addition to historical information, this release includes certain forward-looking statements and estimates that are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Company.  Actual events and results may differ materially from those anticipated or estimated if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect.  You should be aware that the Company has not yet completed its process of gathering the information necessary to compile, complete and release financial statements as of and for the period ended September 30, 2008 in accordance with generally accepted accounting principles.  Other factors that could affect actual results include but are not limited to:  changes in the financial position of the Company’s customers or in the Company’s charters or other contracts with such customers; changes in cargo, charterhire and vessel utilization rates; unplanned maintenance on our vessels; continued volatility and further deterioration of the credit and capital markets; other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”); and the effects of more general factors such as changes in interest rates, in tax rates, in accounting policies or practices, in operating or administrative costs, in general market, labor or economic conditions, or in legislation, regulation or public policy.  These and other uncertainties related to the Company’s business and plans are described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as updated and supplemented by the Company’s subsequent SEC reports.  You are further cautioned not to place undue reliance on these forward-looking statements, which speak only as of October 13, 2008.  The Company undertakes no obligation to update any of its forward-looking statements for any reason.

###

International Shipholding Corporation (NYSE: ISH), through its subsidiaries, operates a diversified fleet of U.S. and foreign flag vessels that provide international and domestic maritime transportation services to commercial and governmental customers primarily under medium to long-term charters and contracts. www.intship.com

EX-99.2

PRESS RELEASE

October 14, 2008

Special Committee of International Shipholding Corporation Engages Lazard

MOBILE, Ala.--(BUSINESS WIRE)-- International Shipholding Corporation (NYSE: ISH) (the “Company”) today announced that the Special Committee formed by the Board of Directors on September 10, 2008 has retained Lazard to act as its financial advisor and Thacher Proffitt & Wood llp to act as its legal advisor.  The Special Committee will review and evaluate with its financial and legal advisors the September 2, 2008 proposal from Projection LLC, a wholly owned subsidiary of Liberty Shipping Group LLC, as well as any other proposals or alternative courses of action, and will provide its recommendations to the full Board.

In addition,AMA Capital Partners LLC will continue to provide financial advisory services to the Company, pursuant to a prior agreement between AMA and the Company.

About International Shipholding

International Shipholding Corporation, through its subsidiaries, operates a diversified fleet of U. S. and foreign flag vessels that provide international and domestic maritime transportation services to commercial and governmental customers primarily under medium to long-term charters and contracts. www.intship.com

Caution concerning forward-looking statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws.  These forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks.  Please refer to ISH’s Annual Report on form 10-K for the year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 as well as its future filings and reports filed with or furnished to the Securities and Exchange Commission for a description of the business environment in which ISH operates and the important factors, risks and uncertainties that may affect its business and financial results.  If any assumptions or opinions prove materially incorrect, any forward-looking statements made on that basis may also prove to be materially incorrect.  ISH is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact

International Shipholding Corporation

Manny Estrada, 251.243.9082

Vice President and Chief Financial Officer

estradmg@intship.com