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

____________January 16, 2009_______________

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 8.01.    Other Events.

On January 16, 2009, International Shipholding Corporation issued a press release providing an update regarding the withdrawal of the Liberty 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 January 16, 2009

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 ____January 16, 2009

EX-99.1

Exhibit 99.1

International Shipholding Corporation Provides Update Regarding Withdrawal of Liberty Offer and Other Strategic Alternatives

MOBILE, Ala.  –   January 16, 2009 -The Board of Directors (the “Board”) and the Special Committee of the Board (the “Special Committee”) of International Shipholding Corporation (NYSE: ISH) (the “Company”) acknowledge that Liberty Shipping Group LLC (“Liberty”) has withdrawn, pursuant to a letter dated January 15, 2009, its unsolicited offer to acquire the Company made by Liberty on September 2, 2008.  Liberty was not willing to sign a confidentiality agreement with customary standstill provisions. In the Special Committee’s discussions with Liberty about a confidentiality and standstill agreement, the Special Committee took into consideration a number of factors.  Liberty was unwilling to provide a substantive valuation analysis to indicate $25.75 was a bona fide offer and did not provide the Special Committee with evidence of debt financing for a potential transaction.  After the Special Committee declined to acquiesce to Liberty’s demands in connection with a confidentiality and standstill agreement, Liberty indicated an intent to replace the entire Board at the Company’s next annual meeting.  Thereafter, Liberty was unwilling to agree, were it to be successful in replacing the Board with Liberty’s representatives, to provisions structured by the Special Committee solely for the purpose of protecting only the public shareholders.  It is the Special Committee’s perspective that Liberty was unwilling to agree to provisions that would have demonstrated to the Special Committee that Liberty's intent was other than to gain access to material non-public information and take control of the Company without paying a control premium to the Company’s shareholders.

Contrary to what Liberty stated in its letter, the Special Committee did not demand that Liberty refrain from competing with the Company.

The Board has not altered the Special Committee’s mandate.  The Special Committee is exploring other strategic alternatives with other parties that have each signed a confidentiality agreement with customary standstill provisions.

The Company plans to release its operating results for the fourth quarter and full year 2008 by the end of January 2009.

International Shipholding Corporation, through its subsidiaries, operates a diversified fleet of U.S. flag 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.  http://www.intship.com

Contact: Manny Estrada

Vice President and Chief Financial Officer

International Shipholding Corporation

251.243.9082

estradmg@intship.com