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 31, 2005                      
Date of Report (Date of earliest event reported)

    OVERSEAS SHIPHOLDING GROUP, INC.   (Exact Name of Registrant as Specified in Charter)

1-6749-1
Commission File Number

Delaware	13-2637623
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

511 Fifth Avenue
          New York, New York 10017       
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code(212) 953-4100

Section 1 - Registrant's Business and Operations.

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2005, Mr. Robert N. Cowen, Senior Vice President, Chief Operating Officer, Secretary and Director of Overseas Shipholding Group, Inc. (the "Registrant") resigned as an officer and Director of the Registrant. In connection with Mr. Cowen's resignation, the Registrant and Mr. Cowen amended the Severance Protection Agreement between them dated as of December 12, 2003 (as amended, the "Severance Agreement") to provide Mr. Cowen with three additional years of service for purposes of calculating his benefit under the Registrant's Supplemental Executive Retirement Plan Plus. A copy of the Amendment dated January 31, 2005 to the Severance Agreement is attached to this Report as Exhibit 10.1.

As a result of Mr. Cowen's resignation, he is entitled to the severance benefits provided by the Severance Agreement, including his annual salary of $575,000 payable for two years in equal biweekly installments, which may be accelerated under certain circumstances, and his retirement benefits under the Registrant's pension plan and supplemental executive retirement plans. In accordance with the Severance Agreement, Mr. Cowen released all claims he may have against the Registrant arising out of his former employment with the Registrant.

The Registrant and Mr. Cowen also entered into a Consulting Agreement dated January 31, 2005 pursuant to which Mr. Cowen will advise the Registrant with respect to certain pending legal matters involving the Registrant or its subsidiaries which he has supervised. The term of the Consulting Agreement is six months, beginning on February 1, 2005, which term may be extended by the Registrant for an additional six months. During the term of the Consulting Agreement, the Registrant will pay Mr. Cowen a monthly consulting fee of $47,916.67. A copy of the Consulting Agreement is attached to this Report as Exhibit 10.2.

Section 5 - Corporate Governance and Management.

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
                   Appointment of Principal Officers.

(b) As of the close of business on January 31, 2005, Mr. Robert N. Cowen resigned as Senior Vice President, Chief Operating Officer, Secretary and Director of the Registrant. A copy of the press release disclosing Mr. Cowen's resignation is attached to this Report as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

1. Financial Statements of Business Acquired

Not Applicable

2. Pro Forma Financial Information

Not Applicable

3. Exhibits

Exhibit No.	Description
10.1	Amendment dated January 31, 2005, to Severance Protection Agreement dated December 12, 2003 between the Registrant and Robert N. Cowen
10.2	Consulting Agreement dated January 31, 2005 between the Registrant and Robert N. Cowen.
99.1	Press Release dated February 3, 2005.

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.

Overseas Shipholding Group, Inc.

          (Registrant)

By:           /s/Myles R. Itkin                   

      Name:  Myles R. Itkin
      Title:    Senior Vice President, Chief
                  Financial Officer and Treasurer

Date: February 3, 2005

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment dated January 31, 2005, to Severance Protection Agreement dated December 12, 2003 between the Registrant and Robert N. Cowen
10.2	Consulting Agreement dated January 31, 2005 between the Registrant and Robert N. Cowen.
99.1	Press Release dated February 3, 2005.

EX-10

EXHIBIT 10.1

                                                             January 31, 2005

Mr. Robert N. Cowen
17 Kolbert Drive
Scarsdale, New York 10583

Dear Bob:

This letter agreement shall serve as a modification of the Severance Protection Agreement (the "SPA") made as of December 12, 2003, by and between you and Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 511 Fifth Avenue, New York, New York 10017(the "Company"), pursuant to Section 10 of the SPA.

The SPA shall be modified as follows:

1. In addition to all amounts payable to you under Section 3 of the SPA, you shall be credited with three (3) additional years of service consisting of the final year of retention credit for 2005 and two (2) additional years of credited service for purposes of calculating your benefit under the Overseas Shipholding Group, Inc. Supplemental Executive Retirement Plan Plus (the "SERP Plus"), including your death benefit, and the SERP Plus shall be amended accordingly. The amendment shall be, to the extent required by law, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and adjusted accordingly. The Company has previously provided you with estimates of amounts payable to you under the SERP Plus.

2. All amounts payable to you pursuant to the SPA shall be paid at such times provided under Section 3 of the SPA, provided, however, that if any payment that otherwise would be due under the SPA after December 31, 2005 would cause the payments under Section 3 of the SPA to be in violation of the provisions of Section 409A of the Code and the regulations promulgated thereunder, all outstanding amounts due to you under Section 3 of the SPA after March 14, 2006 that would result in such violation, shall be paid to you in a lump sum on March 1, 2006.

All other terms and conditions contained in the SPA shall remain in full force and effect.

OVERSEAS SHIPHOLDING GROUP, INC.

By:     /s/Myles R. Itkin                             

Name:  Myles R. Itkin

Title:    Senior Vice President

ACCEPTED AND AGREED BY:

/s/Robert N. Cowen                      
Robert N. Cowen

EX-10

EXHIBIT 10.2

January 31, 2005

Mr. Robert N. Cowen
17 Kolbert Drive
Scarsdale, New York 10583

Dear Bob:

The purpose of this letter agreement (this "Letter Agreement") is to acknowledge and set forth the terms and conditions of your retention as a consultant to Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 511 Fifth Avenue, New York, New York 10017 ("OSG").

1. Retention as a Consultant. OSG hereby agrees to retain you as an independent consultant subject to, and in accordance with, the terms and conditions hereinafter set forth and you agree to provide services as such to OSG.
2. Duties. You shall provide OSG and its affiliates with advice, and consult with OSG, its affiliates and all relevant personnel, with respect to matters relating to the Uranus investigation. You shall devote such time as necessary to perform the required consulting services hereunder and you shall otherwise be free to perform services for other entities, provided that during the term of this Letter Agreement, you shall not perform services for an oil tanker company that operates in such markets and on such scale that such company would reasonably be considered to be in competition with OSG (a "Competitor"). Notwithstanding the foregoing, if you receive the prior written approval of OSG to perform services for a Competitor, your performance of such services shall not be considered a violation of this Letter Agreement.

You shall perform such services in a professional manner commensurate with the favorable reputation of OSG, and shall not engage in any activities that shall conflict with the best interests of OSG or its affiliates. As an independent contractor, you shall have no authority to legally bind OSG or its affiliates and you shall not hold yourself out as having such authority. You agree to observe all policies and rules established by OSG for its independent contractors. You may perform such services at such locations as you desire. OSG shall make available to you, during the term of this Letter Agreement, an office and secretarial services at OSG's headquarters.

3. Term and Termination. The term of this Letter Agreement shall be for a period of 6 months commencing on February 1, 2005 and shall be renewable for an additional period of 6 months, at OSG's option upon 30 days' prior written notice by OSG to you. Notwithstanding the foregoing, OSG may terminate this Letter Agreement at any time, by giving you 15 days' prior written notice, if OSG determines that you have performed services for a Competitor, without OSG's prior written approval, or if you communicate or disclose confidential information with respect to OSG and its affiliates to unauthorized persons or you otherwise breach your fiduciary duty to OSG or engage in willful misconduct with regard to OSG. Upon termination of this Letter Agreement, you shall not be entitled to any additional fees (other than unpaid fees earned and accrued prior to the date of termination), except those amounts payable to you under the Severance Protection Agreement made as of December 12, 200 3, by and between you and OSG, as amended by the letter agreement between you and OSG dated January 31, 2005 (the "SPA").
4. Consulting Fees. During the term of this Letter Agreement, OSG shall pay to you a consulting fee at the rate of $47,916.67 per contract month (which shall be prorated for any partial month), which shall be payable monthly in arrears. You should submit an invoice at the end of each month and your fee shall be paid within 30 days after receipt of the invoice.
5. Reimbursement of Business Expenses. You shall bear your own expenses, except that, upon presentation of such supporting information as OSG may reasonably require, OSG shall pay or reimburse you for all reasonable business expenses, actually incurred or paid by you in the performance of your services under this Letter Agreement and that were incurred in accordance with the business expense policies of OSG, as prescribed from time to time. Notwithstanding the foregoing, you must obtain OSG's prior written approval to be reimbursed for expenses in excess of $500.
6. Independent Contractor. Your engagement hereunder shall be as an independent contractor, rather than as an employee of OSG, and you shall not be entitled to any benefits available to employees of OSG with respect to the period of your consultancy. You acknowledge that you shall be solely responsible for any federal, state or local income or self-employment taxes arising with respect to the amounts payable hereunder and that you shall have no state law workers' compensation rights with respect to services under this Letter Agreement. You further acknowledge and agree that, during and after the termination of this Letter Agreement, you shall indemnify, defend and hold OSG harmless from all taxes, interest, penalties, fees, damages, liabilities, obligations losses and expenses (including, but not limited to, reasonable attorneys' fees) arising from your failure or alleged failure to make the required reports and payments for income taxes.
7. Representations. You represent and warrant that the execution and performance of this Letter Agreement shall not be in violation of any other agreement to which you are a party. Notwithstanding anything in this Letter Agreement to the contrary, neither this Letter Agreement nor any rights hereunder may be assigned by you to any other person or entity. OSG may assign this Letter Agreement to an affiliate or to any acquiror of all or substantially all of the assets of OSG. This Letter Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.
8. Arbitration. You agree that all disputes and controversies arising under or in connection with this Letter Agreement shall be settled by arbitration conducted before one (1) arbitrator mutually agreed to by you and OSG, sitting in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. If you and OSG are unable to agree on a single arbitrator within 30 days of the demand by the other party for arbitration, an arbitrator shall be designated by the New York City Office of the American Arbitration Association. The determination of the arbitrator shall be final and binding on you and OSG. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. Each party shall bear their own expenses of such arbitration and equally divide the forum fees and cost of the arbitrator.
9. Governing Law. This Letter Agreement shall be governed by, and construed under and in accordance with the internal laws of the State of New York, without reference to rules relating to conflicts of laws.
10. Entire Agreement. Other than the SPA, this Letter Agreement contains the entire agreement between you and OSG relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or representations, both written and oral, relating to the provision of consulting services by you to OSG. No amendments, alterations or modifications of this Letter Agreement shall be valid unless made in writing and signed by both you and OSG.

Please indicate agreement with the terms and conditions set forth in this Letter Agreement by signing the enclosed duplicate original of this Letter Agreement and returning it to my attention.

OVERSEAS SHIPHOLDING GROUP, INC.

By:     /s/Myles R. Itkin                             

Name:  Myles R. Itkin

Title:    Senior Vice President

ACCEPTED AND AGREED BY:

/s/Robert N. Cowen                      
Robert N. Cowen

EX-99

EXHIBIT 99.1

OSGNews Release

Overseas Shipholding Group, Inc.

For Immediate Release

OSG Senior Vice President, Chief Operating Officer,
Secretary and Director Robert N. Cowen Retires

NEW YORK, February 3, 2005 -- Overseas Shipholding Group, Inc. (NYSE: OSG) said today that its Senior Vice President, Chief Operating Officer, Secretary and Director, Robert N. Cowen, retired from the Company effective January 31, 2005 in order to pursue other interests. Mr. Cowen has been with the Company for over 25 years, serving as a member of the Board of Directors and Senior Vice President for 11 years and as Chief Operating Officer since 1999.

"Bob Cowen has played a key role in our efforts to reposition OSG for the future," said Morten Arntzen, President and Chief Executive Officer of the Company. "Most recently, Bob spearheaded our effort to reinstate tax deferral for our foreign flag business which was achieved late last year when Congress passed the American Jobs Creation Act of 2004, putting OSG on a level playing field with our foreign competitors for the first time in 18 years."

Mr. Cowen has agreed to serve as a consultant to the Company for the next several months.

***

About Overseas Shipholding Group, Inc.

OSG is one of the world's leading independent bulk shipping companies engaged primarily in the ocean transportation of crude oil and petroleum products. The Company's modern fleet consists of 100 oceangoing vessels, of which 90 vessels operate in the international market and ten vessels operate in the U.S. flag market. OSG is the only major U.S. shipping company with significant operations in both the international and U.S. flag markets.