8-K

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                                  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

       Date of Report (Date of earliest event reported): December 29, 2004


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

          Delaware                      2-63322                  36-2989662
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                     Identification No.)


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


                                 (504) 529-5461
              (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
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On December 29, 2004, we entered into an underwriting agreement with
Ferris, Baker Watts, Incorporated, as underwriter, in connection with the public
offering of 800,000 shares of our 6.0% Convertible Exchangeable Preferred Stock.
The offering price to the public is $50.00 per share, with an underwriting
discount of $1.75 per share and a financial advisory fee payable to the
underwriter of $0.75 per share. Pursuant to the underwriting agreement, we also
granted the underwriter a 30-day option to purchase up to 80,000 additional
shares of our 6.0% Convertible Exchangeable Preferred Stock on the same terms
and conditions as set forth above to cover over-allotments, if any. The
underwriting agreement contains customary representations and warranties on our
part. The underwriting agreement also contains customary indemnification and
contribution provisions whereby we and the underwriter have agreed to indemnify
each other against certain liabilities. The 6.0% Convertible Exchangeable
Preferred Stock is being offered and sold pursuant to a prospectus dated
December 29, 2004 to be filed with the SEC pursuant to Rule 424(b)(1)
promulgated under the Securities Act of 1933 in connection with our Registration
Statement on Form S-1 (Reg. No. 333-120161) declared effective by the SEC on
December 29, 2004.

         On December 29, 2004, we issued a press release announcing the pricing
of the public offering of our 6.0% Convertible Exchangeable Preferred Stock (see
exhibit 99.1).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

         99.1     Press release dated December 29, 2004, titled "International
                  Shipholding Corporation Prices $40.0 Million of 6% Convertible
                  Exchangeable Preferred Stock."






                                   SIGNATURES

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

                            INTERNATIONAL SHIPHOLDING CORPORATION


                            By:                /s/ Gary L. Ferguson
                                ------------------------------------------------
                                                 Gary L. Ferguson
                                    Vice President and Chief Financial Officer

Date: December 29, 2004





                                 EXHIBIT INDEX

EXHIBIT
NUMBER                              DESCRIPTION
- -------    ---------------------------------------------------------------------

99.1       Press release dated December 29, 2004, titled "International
           Shipholding Corporation Prices $40.0 Million of 6% Convertible
           Exchangeable Preferred Stock."

EX-99.1

FOR IMMEDIATE RELEASE

                  INTERNATIONAL SHIPHOLDING CORPORATION PRICES
          $40.0 MILLION OF 6% CONVERTIBLE EXCHANGEABLE PREFERRED STOCK

         New Orleans, Louisiana - December 29, 2004 - International Shipholding
Corporation (NYSE: ISH) announced today the pricing of its public offering of
$40.0 million of Convertible Exchangeable Preferred Stock. The preferred stock,
which will have a liquidation preference of $50 per share, will pay cumulative
quarterly cash dividends from the date of issuance at a rate of 6% per annum.

         The preferred stock will be convertible into two million shares of ISH
common stock, equivalent to a conversion price of $20.00 per share of ISH common
stock and reflecting a 34% conversion premium to the $14.90 per share closing
price of ISH's common stock on the New York Stock Exchange on December 29, 2004.

         The underwriter for the offering is Ferris, Baker Watts, Incorporated.
ISH has granted the underwriter an option to purchase up to an additional $4.0
million of the preferred stock to cover over-allotments, if any. All shares of
the preferred stock, which is a new series of ISH's capital stock, will be sold
by ISH.

         The preferred stock will be listed on the NYSE under the symbol "ISH
Pr." ISH expects that trading in the preferred stock will commence no sooner
than the date of closing of the offering and, in any event, no later than thirty
days following the closing of the offering. The offering is expected to close on
January 6, 2005.

         Erik F. Johnsen, Chairman of International Shipholding Corporation,
stated, "We are very pleased at the market support given this issue,
particularly during this holiday season. The proceeds of this issue will enable
the company to successfully conclude a number of projects going forward."

         A registration statement relating to these securities has been filed
with the Securities and Exchange Commission and has become effective. This press
release does not constitute an offer to sell or the solicitation of an offer to
buy these securities, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

                                      * * *

Contacts:

Erik F. Johnsen, Chairman           (504) 529-5461
Niels M. Johnsen, President         (212) 943-4141