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

____________November 18, 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)

              
60;  incorporation or organization)

11 North Water Street, Suite 18290                            Mobile, Alabama                                       36602

          
60;   (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 8.01.    Other Events.

On November 18, 2008, International Shipholding Corporation issued a press release announcing that the Special Committee formed by the Board of Directors has provided an update regarding the evaluation of the Liberty Shipping Group LLC offer and other strategic alternatives.  A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(c)   Exhibit

Exhibit Number              Document

99.1   Press Release dated November 18, 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 ____November 20, 2008

EX-99.1

Special Committee of International Shipholding Corporation

Provides Update Regarding Evaluation of Liberty Offer and Other Strategic Alternatives

MOBILE, Ala.  –   November 18, 2008  –  The Special Committee of the Board of Directors (“Special Committee”) of International Shipholding Corporation (NYSE: ISH) (the “Company”) today announced that, with the assistance of its financial and legal advisors, the Special Committee is continuing to evaluate the unsolicited offer to acquire the Company made by Liberty Shipping Group LLC (“Liberty”) on September 2, 2008.  The Special Committee would like to negotiate the terms of a confidentiality agreement with Liberty, which the Special Committee believes must contain customary standstill provisions, in order to permit Liberty to have access to non-public information regarding the Company.  However, to date, Liberty has indicated it will not sign a confidentiality agreement that includes such provisions.  The Special Committee is also continuing to explore other strategic alternatives that may be in the best interests of all shareholders of the Company.

Based upon the advice of counsel, the Special Committee believes that the lawsuit filed by Liberty on November 7, 2008 in Delaware against the Company and the individual members of the Board of Directors of the Company is without merit, and counsel will respond to such case in due course as required under Delaware law.

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 September 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

Please direct any questions concerning this release to the investment advisors appointed by the Special Committee whose contact information appears below

Douglas J. McClintock                                                                             Stephanie G. Nygard

Partner                                                                        Partner

Thacher Proffitt & Wood llp                                                                   Thacher Proffitt & Wood llp

212-912-7436                                                                  212-912-7833

dmcclintock@tpw.com                                                                             snygard@tpw.com