SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549


                               FORM 8-A/A


                             AMENDMENT NO. 1
                  To Registration Statement on Form 8-A
                 effective October 30, 1991 relating to
                  Common Stock, par value $1.00

            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) or (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


              INTERNATIONAL SHIPHOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                              36-2989662
          (State of incorporation                 (I.R.S. Employer
             or organization)                   Identification Number)

650 POYDRAS STREET, SUITE 1700, NEW ORLEANS, LOUISIANA       70130
(Address of principal executive offices)                  (Zip Code)

      Securities registered hereunder pursuant to Section 12(b) of the Act:

            TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE
               SO REGISTERED              ON WHICH EACH CLASS IS REGISTERED

              Common Stock,                    New York Stock Exchange
              par value $1.00

If this Form relates to the registration of a class of debt securities and is
effective  upon filing pursuant to General Instruction A.(c)(1), please check
the following box.

If this Form relates to the registration of a class of debt securities and is
to become effective  simultaneously  with  the  effectiveness of a concurrent
registration statement under the Securities Act of  1933  pursuant to General
Instruction A.(c)(2), please check the following box.

      Securities to be registered pursuant to Section 12(g) of the Act:

                                    NONE



          INFORMATION REQUIRED IN REGISTRATION STATEMENT

International  Shipholding  Corporation (the "Company") hereby  amends  its
Registration Statement on Form  8-A  in  its entirety to read in the manner
set forth immediately below.

ITEM 1:  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

GENERAL
     The Company's authorized capital stock  consists of ten million shares
of common stock, $1.00 par value per share (the  "Common  Stock"), of which
6,682,887  shares were outstanding as of October 9, 1998, and  one  million
shares of preferred  stock,  $1.00  par  value  per  share  (the "Preferred
Stock"),  none  of  which  were  outstanding  as  of October 9, 1998.   The
following  description  of  the  Common  Stock and the Preferred  Stock  is
qualified in its entirety by reference to  (i) the Company's Certificate of
Incorporation (the "Certificate") and Bylaws, which are incorporated herein
by  reference  as  exhibits to this Registration  Statement  and  (ii)  the
applicable provisions of the Delaware General Corporation Law.

PREFERRED STOCK

     AUTHORITY OF THE  BOARD  TO  ISSUE.   The  Board  of  Directors of the
Company  is  authorized,  without  action  of  its  stockholders, to  issue
Preferred Stock from time to time in one or more series  and  to  establish
the  voting  powers,  designations,  preferences and relative, optional  or
other special rights and qualifications,  limitations  or  restrictions, of
such  series,  to the full extent permitted by law.  The authority  of  the
Board of Directors  includes,  but  is not limited to, the determination or
fixing of the following with respect to each series of Preferred Stock that
may be issued: (i) the number of shares constituting such series, which may
be increased or decreased in accordance  with  the  Certificate;  (ii)  the
dividend  rights and the dividend preferences, if any, over any other class
or series; (iii) the liquidation rights and the liquidation preferences, if
any, over any other class or series; (iv)  the time during which, the price
at which, and the terms and conditions on which shares may be redeemed; (v)
the terms of  any purchase, retirement or sinking funds; (vi) the terms and
conditions of any  conversion  or exchange of such shares for shares of any
other series, class or any other securities; and (vii) any voting powers.

     All of the rights of the holders  of  Preferred Stock described herein
are  subject  to  the  terms  of  the  Certificate  described  below  under
"Ownership of Stock by Non-United States Citizens."

     LIMITATION ON DIVIDENDS.  No holders  of any series of Preferred Stock
will  be  entitled  to  receive  any  dividends thereon  other  than  those
specifically provided for by the Certificate  or by resolution of the Board
of Directors providing for the issue of such series of Preferred Stock.  No
accumulated dividends on Preferred Stock will bear interest.

     LIMITATION  ON  LIQUIDATION  DISTRIBUTIONS.    In  the  event  of  any
liquidation of the Company, the holders of Preferred  Stock  of each series
will be entitled to receive only such amount as will have been fixed by the
Certificate  or by resolution of the Board of Directors providing  for  the
issue of such  series.   A  consolidation  or merger of the Company with or
into  another  corporation  or  a  sale,  lease  or   exchange  of  all  or
substantially all of the assets of the Company will not  be  deemed to be a
liquidation, dissolution or winding up, within the meaning of such terms in
the Certificate.

COMMON STOCK

     All of the rights of the holders of Common Stock described  below  are
subject to the terms of the Certificate described below under "Ownership of
Stock by Non-United States Citizens."

     DIVIDEND  RIGHTS.  Subject  to the preferences of  any Preferred Stock
and any other stock ranking prior  to  the Common Stock as to dividends and
subject to certain restrictions set forth  in certain of the Company's debt
instruments, holders of Common Stock will be entitled to receive  dividends
when, as and if declared by the Board of Directors,  out  of  funds legally
available therefor.

     VOTING  RIGHTS.  Each holder of record of Common Stock is entitled  to
one vote for each  share  on all matters on which stockholders are entitled
to vote.  Holders of Common Stock do not have cumulative voting rights.  As
a result, the holders of more  than  50%  of the Company's voting power may
elect all of the directors if they so desire.

     LIQUIDATION RIGHTS.  Upon the dissolution,  liquidation  or winding up
of  the  Company, after payments of debts and expenses and payment  of  the
liquidation preference plus any accrued dividends on any outstanding shares
of Preferred Stock, the holders of Common Stock will be entitled to receive
all remaining  assets of the Company ratably in proportion to the number of
shares held by them,  unless  and  to  the extent that holders of Preferred
Stock  are entitled to participate with the  holders  of  Common  Stock  in
receiving distributions of such remaining assets.

     PREEMPTIVE AND OTHER RIGHTS. Holders of shares of Common Stock have no
pre-emptive,  subscription  or  conversion  rights  and  are not subject to
further calls or assessments, or rights of redemption by the Company.

OWNERSHIP OF STOCK BY NON-UNITED STATES CITIZENS

     The Company must comply with certain stock ownership  requirements  in
order  to  assure  that  it  will  be  permitted to engage in United States
coastwise trade, as well as participate  in  certain  financing,  operating
differential  subsidy  and other maritime subsidy programs administered  by
the  United  States Maritime  Administration  ("MARAD").   To  assure  such
compliance, the  Certificate includes certain provisions designed to enable
the Company to regulate  the  ownership of its capital stock by persons who
are not citizens of the United States.

     The Certificate provides any  transfer or purported transfer of shares
of the Capital Stock (as defined below) of the Company that would result in
the ownership by Non-Citizens (as defined  below)  of  Capital Stock having
more  than  23%  (the  "Permitted  Amount") of the Total Voting  Power  (as
defined below) of the Company would  be  void  and  would  not be effective
against  the  Company  except  for  the purpose of enabling the Company  to
effect certain remedies that are described  below.  The Certificate defines
Capital Stock as any class or series of capital stock of the Company (other
than  such  class or classes of the Company's stock,  if  any,  that  MARAD
permits to be  excluded from the determination of whether the Company is in
compliance with  the  citizenship  requirements  of the Maritime Laws), and
defines Total Voting Power as the total number of votes that may be cast by
shares of the Company's capital stock with respect  to  the election of its
directors.

     The Certificate further defines a Non-Citizen as any  Person  (defined
as  including  an  individual  corporation,  partnership, limited liability
company, trust, joint venture or other association)  other  than a Citizen,
and a Citizen is defined as:

     (I)  any individual who is a citizen of the United States;

     (ii) any  corporation,  partnership, association or limited  liability
          company (A) that is organized under the laws of the United States
          or of a state, territory,  district or possession thereof, (B) of
          which  not  less than 75% of its  stock  or  equity  interest  is
          beneficially  owned  by  Persons  who  are  Citizens,  (C)  whose
          president  or  chief  executive officer, chairman of the board of
          directors and all officers  authorized  to  act in the absence or
          disability of such Persons are Citizens (or,  in  the  case  of a
          partnership,  all  of its general partners are Citizens), and (D)
          of  which more than 50%  of  the  number  of  its  directors  (or
          equivalent   persons)   necessary  to  constitute  a  quorum  are
          Citizens;

     (iii)any  joint  venture  (if  not   an  association,  corporation  or
          partnership) (A) that is organized  under  the laws of the United
          States or of a state, territory, district or  possession  thereof
          and (B) all co-venturers of which are Citizens; and

     (iv) any trust (A) that is domiciled in and existing under the laws of
          the   United  States  or  of  a  state,  territory,  district  or
          possession  thereof,  (B)  the trustee of which is a Citizen, and
          (C) of which not less than a 75% interest is held for the benefit
          of Citizens.

     Voting rights will be denied to any  shares  owned  by Non-Citizens in
excess of the Permitted Amount (the "Excess Shares"), and dividends will be
withheld  by  the  Company  with  respect  to  such Excess Shares,  pending
transfer of the Excess Shares to a Citizen or a  reduction in the aggregate
number of shares owned by Non-Citizens to or below  the  Permitted  Amount.
The  Company's  Board of Directors will have the power to make a conclusive
determination as  to  those  shares  of  the  Company's  Capital Stock that
constitute the Excess Shares.  This determination will be made by reference
to the most recent acquisitions of shares of Capital Stock  of  the Company
by Non-Citizens.

     In  addition,  the  Certificate authorizes, but does not require,  the
Company to redeem shares of  Capital  Stock owned by Non-Citizens in excess
of the Permitted Amount in order to reduce ownership by Non-Citizens to the
Permitted Amount.  The redemption price  would  be  equal to the average of
the closing price of such shares on the New York Stock Exchange (or, if the
Capital Stock is not traded on the New York Stock Exchange,  on  any  other
national security exchange on which it is listed, and if not listed on  any
national security exchange, the closing sales prices on the NASDAQ National
Market,  and  if not so quoted, the mean between the representative bid and
ask prices as quoted  by  NASDAQ  or  other  generally recognized reporting
system, and if not so quoted, as determined in  good  faith by the Board of
Directors) during the 10 trading days prior to the notice of redemption and
any  dividend or other distribution declared with respect  to  such  shares
prior  to the date such shares are called for redemption but which has been
withheld  by  the  Company.   The  Company would have the option to pay the
redemption price for any shares owned  by  Non-Citizens  in  excess  of the
Permitted  Amount  in  cash  or  be  delivery of a promissory note having a
maturity of not more than ten years from  the  date of issuance and bearing
interest  at  a rate equal to the then current coupon  rate  of  a  10-year
Treasury note.

     The Certificate  also  authorizes  the Board of Directors to implement
measures necessary or desirable to assure  that  it can monitor effectively
the  citizenship of the holders of its Capital Stock.   To  that  end,  the
Board  has  the  authority  to require proof of citizenship, of existing or
prospective stockholders, as well as to implement and maintain a dual stock
certificate  system  under which  different  forms  of  stock  certificates
representing outstanding  shares  of  the  Company's Capital Stock would be
issued  to Citizens or Non-Citizens.  If a dual  stock  certificate  system
were to be  implemented,  any  stock  certificate  surrendered for transfer
thereafter would have to be accompanied by a citizenship certificate signed
by the transferee and any additional proof of citizenship  requested by the
Company or its transfer agent, with the transfer agent then registering the
transfer and issuance of a new stock certificate designated  as  Citizen or
Non-Citizen  depending upon the citizenship of the new owner.  In addition,
to the extent  necessary  to  enable the Company to determine the number of
shares owned by Non-Citizens for purposes of submitting the proof of United
States citizenship required under  the  Maritime  Laws,  the  Company could
require record holders and beneficial owners from time to time  to  confirm
their  citizenship  status  and  could,  in  the discretion of the Board of
Directors, temporarily withhold dividends payable,  and deny voting rights,
with respect to the shares of Capital Stock held by any  such record holder
and  beneficial  owner  until  confirmation  of its citizenship  status  is
received.

     Based on its current low level of stock ownership by Non-Citizens, the
Board of Directors has not implemented a dual  stock  certificate system at
this time.  However, the Board of Directors  intends to review periodically
its level of stock ownership by Non-Citizens, and it is  possible  that the
Board would implement a dual stock certificate system if the level of stock
ownership by Non-Citizens materially increases in the future.

     CERTIFICATE AND BY-LAW PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS.

     Certain  provisions  of the Certificate and By-laws that are described
below may have the effect,  either alone or in combination with each other,
of making more difficult or discouraging  an  acquisition  of  the  Company
deemed undesirable by the Board of Directors.

     AUTHORIZED  BUT  UNISSUED  STOCK.    The  existence  of authorized but
unissued Common Stock and the undesignated Preferred Stock  may  enable the
Board  of  Directors to make more difficult or to discourage an attempt  to
obtain control  of  the  Company  by means of a merger, tender offer, proxy
contest   or   otherwise.    If,   in  the  exercise   of   its   fiduciary
responsibilities, the Board of Directors  were to determine that a takeover
proposal  was  not in the Company's best interest,  such  shares  could  be
issued by the Board  of  Directors  without  stockholder approval in one or
more transactions that might prevent or make more  difficult  or costly the
completion  of  the  takeover  transaction by diluting the voting or  other
rights of the proposed acquiror or insurgent stockholder group, by creating
a  substantial voting block in institutional  or  other  hands  that  might
undertake  to  support the position of the incumbent Board of Directors, by
effecting an acquisition that might complicate or preclude the takeover, or
otherwise.

     The Certificate grants the Board of Directors broad power to establish
the rights and preferences  of the authorized and unissued Preferred Stock,
one or more series of which could  be  issued entitling holders (i) to vote
separately as a class on any proposed merger or consolidation, (ii) to cast
a proportionately larger vote together with  the  Common  Stock on any such
transaction or for all purposes, (iii) to elect directors having  terms  of
office  or  voting  rights  greater  than those of other directors, (iv) to
convert Preferred Stock into a greater  number of shares of Common Stock or
other  securities, (v) to demand redemption  at  a  specified  price  under
prescribed circumstances related to a change of control or (vi) to exercise
other rights  that  could  have  the  effect  of  impeding a takeover.  The
issuance of shares of Preferred Stock pursuant to the  Board  of Directors'
authority described above may adversely effect the rights of holders of the
Common Stock.

     AMENDMENT  OF  THE  BY-LAWS.  Under Delaware law, the power to  adopt,
amend or repeal by-laws is  conferred  upon  the  stockholders;  however, a
corporation  may  in its certificate of incorporation also confer upon  the
board of directors  the power to adopt, amend, alter or repeal its By-laws.
The Certificate and By-laws  grant  the  Board  of  Directors  the power to
adopt,  amend  and repeal the By-laws at any regular or special meeting  of
the Board of Directors.

     SPECIAL MEETINGS  OF  THE STOCKHOLDERS.  The Company's By-laws provide
that special meetings of stockholders may be called only by the Chairman of
the Board of Directors, the president, secretary or a majority of the Board
of Directors.  Stockholders  do  not  have  the  power  to  call  a special
meeting.

     The  provisions  described  above  may  tend  to  deter  any potential
unfriendly  offers  or other efforts to obtain control of the Company  that
are  not  approved by the  Board  of  Directors  and  thereby  deprive  the
stockholders  of  opportunities  to  sell  shares of Common Stock at prices
higher  than  the  prevailing  market  price.  On  the  other  hand,  these
provisions  will  tend to assure continuity  of  management  and  corporate
policies and to induce  any  person  seeking  control  of  the Company or a
business combination to negotiate on terms acceptable to the  then  elected
Board of Directors.

ITEM 2: EXHIBITS

     1.   Restated Certificate of Incorporation of the Company, as amended,
          incorporated    herein  by  reference  to  Exhibit  3(a)  to  the
          Company's Quarterly  Report on Form 10-Q for the quarterly period
          ended June 30, 1996.

     2.   By-laws of the Company  incorporated by reference to Exhibit 3(b)
          to the Company's Quarterly  Report on Form 10-Q for the quarterly
          period ended June 30, 1996.

                             * * * * *


                             SIGNATURE

     Pursuant to the requirements of Section  12 of the Securities Exchange
Act  of  1934,  the  registrant  has  duly  caused this  amendment  to  its
registration  statement  to  be signed on its behalf  by  the  undersigned,
thereto duly authorized.


                                 INTERNATIONAL  SHIPHOLDING CORPORATION



                                 By:  /s/ GARY L. FERGUSON
                                    -------------------------
                                          GARY L. FERGUSON
                                 Vice President and Chief Financial Officer



Dated: October 14, 1998