UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                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 or organization)          (I.R.S. Employer Identification No.)


   650 Poydras Street, New Orleans, LA                            70130
(Address of principal executive offices)                       (Zip Code)

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

           Title of each class                          Name of each exchange
           to be so registered                  on which each class is to be registered
           -------------------                  ---------------------------------------

Convertible Exchangeable Preferred Stock                 New York Stock Exchange




     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]

     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]

         SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-120161

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None




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

         The description of the Convertible Exchangeable Preferred Stock of
International Shipholding Corporation (the "Registrant") is set forth under the
heading "Description of the Preferred Stock" in Pre-Effective Amendment No. 3
dated December 22, 2004 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-120161), as filed with the Securities and Exchange
Commission ("SEC") on December 23, 2004, which description is incorporated
herein by reference. The prospectus that will be subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
shall be deemed to be incorporated herein by reference.

ITEM 2. EXHIBITS.



Exhibit No.                                          Description
-----------                                          -----------
               

   3.1            Restated Certificate of Incorporation of the Registrant (filed
                  with the Securities and Exchange Commission as Exhibit 3.1 to
                  the Registrant's Form 10-Q for the quarterly period ended
                  September 30, 2004 and incorporated herein by reference)

   3.2            By-Laws of the Registrant (filed with the Securities and
                  Exchange Commission as Exhibit 3.2 to the Registrant's Form
                  10-Q for the quarterly period ended September 30, 2004 and
                  incorporated herein by reference)

   3.3            Form of Certificate of Designations of the Registrant with
                  respect to the Convertible Exchangeable Preferred Stock of the
                  Registrant (filed as Exhibit 3.3 to Pre-Effective Amendment
                  No. 3, dated December 22, 2004, to the Registrant's
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission on December 23, 2004 and incorporated
                  herein by reference)

   4.1            Specimen of Common Stock Certificate (filed as an exhibit to
                  the Registrant's Form 8-A filed with the Securities and
                  Exchange Commission on April 25, 1980 and incorporated herein
                  by reference)

   4.2            Form of Indenture between the Registrant and The Bank of New
                  York, as Trustee, with respect to the Convertible Subordinated
                  Notes due 2014 (filed as Exhibit 4.4 to Pre-Effective
                  Amendment No. 3, dated December 22, 2004, to the Registrant's
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission on December 23, 2004 and incorporated
                  herein by reference)

   4.3            Form of Convertible Subordinated Note due 2014 (included in
                  Exhibit 4.2 hereto)

   4.4            Specimen of Convertible Exchangeable Preferred Stock
                  Certificate (filed as Exhibit 4.6 to Pre-Effective Amendment
                  No. 3, dated December 22, 2004, to the Registrant's
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission on December 23, 2004 and incorporated
                  herein by reference)

   4.5            Form of Certificate of Designations of the Registrant with
                  respect to the Convertible Exchangeable Preferred Stock of the
                  Registrant (filed as Exhibit 3.3)





                                    SIGNATURE

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


                                      INTERNATIONAL SHIPHOLDING CORPORATION



                                       By: /s/ Erik F. Johnsen
                                           -------------------------------
                                               Erik F. Johnsen
                                           Chairman of the Board, Director
                                             and Chief Executive Officer


Date: December 23, 2004