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


                                October 28, 2004
                                ----------------
                Date of Report (Date of Earliest Event Reported)


                        Commission file number - 2-63322
                        --------------------------------


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


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


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


                                 (504) 529-5461
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              (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

 [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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




Item 2.02.        Results of Operations and Financial Condition.

     On October 28, 2004, International Shipholding Corporation issued a press
release reporting its financial results for the third quarter of 2004. A copy of
the press release is furnished as Exhibit 99.1 and incorporated herein by
reference.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibit

         Regulation S-K
         Exhibit Number                     Document
         --------------                     --------
                  99.1                      Press Release dated October 28, 2004


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SIGNATURES

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

                            INTERNATIONAL SHIPHOLDING CORPORATION

                                    /s/ Gary L. Ferguson
                        _____________________________________________
                                      Gary L. Ferguson
                         Vice President and Chief Financial Officer


Date    October 28, 2004
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