Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EDELSON JAMES I.
   2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSGIQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Gen. Counsel and Sec'y.
(Last)
(First)
(Middle)
1301 AVENUE OF THE AMERICAS, 42ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
09/25/2013
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
09/27/2013		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $1.00 per share 12/31/2010(1)   J   32 A (1) 21,918 (1) D  
Common Stock, par value $1.00 per share 09/25/2013   S   800 D $ 2.06 21,118 D  
Common Stock, par value $1.00 per share 09/25/2013   S   5,134 D $ 2.05 0 (2) I (2) (2)
Common Stock, par value $1.00 per share 09/25/2013   S   1,562 D $ 2 0 (3) I (3) (3)
Common Stock, par value $1.00 per share 09/27/2013   S   400 D $ 1.8 20,718 D  
Common Stock, par value $1.00 per share 09/27/2013   S   4,600 D $ 1.76 16,118 (4) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDELSON JAMES I.
1301 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY 10019		       SVP, Gen. Counsel and Sec'y.  

Signatures

 /s/James I. Edelson   11/21/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These 32 shares were acquired during 2010 pursuant to a dividend reinvestment plan which provides for broad-based participation, does not discriminate in favor of employees of Overseas Shipholding Group, Inc. and operates on substantially the same terms for plan participants. The reporting person inadvertently did not include these shares in his prior filings.
(2) The reporting person indirectly owned these 5,134 shares of common stock through the OSG Ship Management, Inc. Savings Plan.
(3) The reporting person indirectly owned these 1,562 shares of common stock through the Overseas Shipholding Group, Inc. 2000 Employee Stock Purchase Plan ("ESPP"). This amendment corrects the total shares of common stock owned through the ESPP after this transaction which is 0 shares rather than 1,562 shares which is the number of shares sold.
(4) Of these 16,118 shares, 9,546 shares of common stock are subject to vesting restrictions.

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