UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

INTERNATIONAL SHIPHOLDING CORPORATION

(Name of Issuer)  

(Title of Class of Securities)  

(CUSIP Number)  

Copies to:
Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)  

September 15, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		460321201

CUSIP No.		460321201

CUSIP No.		460321201

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original Filing”), as amended by the amendment filed on September 2, 2008 (“Amendment No. 1”). Information reported in the Original Filing and Amendment No. 1 remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing. This Amendment No. 2 relates to shares of common stock, $1.00 par value per share (the “Common Stock”), of International Shipholding Corporation, a Delaware corporation (the “Company”).

Item 3.   Source and Amount of Funds or Other Consideration

Item 3 is amended and restated in its entirety as follows:

The 414,730 shares of Common Stock (the “Shares”) that may be deemed to be beneficially owned by the Reporting Persons were acquired by Projection. The aggregate purchase price for the Shares was approximately $7,959,339, which includes brokerage fees and other commissions paid in connection with such purchases. Such funds came from the working capital of Projection.

The Shares may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable regulations and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 4.   Purpose of Transaction

Item 4 is supplemented by adding the following paragraph at the end thereof:

On September 11, 2008, the Company announced that its Board of Directors unanimously voted to form a Special Committee comprised of independent directors of the Board, to evaluate Projection’s September 2, 2008 proposal and make a recommendation to the full Board regarding the proposal. On September 15, 2008, Projection sent a letter to the Special Committee of the Board of Directors of the Company. The letter is attached hereto as Exhibit E and is incorporated herein by reference.

Item 5.   Interest in Securities of the Issuer

Subsections (a) through (c) of Item 5 are amended and restated in their entirety as follows:

(a)-(b) As of the date of this filing, Projection is the beneficial owner of an aggregate of 414,730 shares of Common Stock, which constitute approximately 5.8% of the 7,183,570 shares of Common Stock outstanding (based on the 7,385,801 shares of Common Stock outstanding as of June 30, 2008 minus the 202,231 shares of Common Stock repurchased by the Company between July 1, 2008 and July 30, 2008, each as reported by the Company in its Quarterly Report on Form 10-Q filed on August 8, 2008). Liberty, as the direct parent company of Projection, and Mr. Shapiro, as the manager of Liberty, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Projection. Liberty and Mr. Shapiro disclaim beneficial ownership of such Shares for purposes of Section 13(d) of the Act.

(c) All transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 are set forth in Exhibit F attached hereto.

Item 7.   Material to be Filed as Exhibits

Item 7 is amended by adding the following at the end thereof:

Exhibit E:		Letter, dated as of September 15, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.
Exhibit F:		Schedule of transactions effected by the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

EXHIBIT INDEX

Exhibit E:		Letter, dated as of September 15, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.
Exhibit F:		Schedule of transactions effected by the Reporting Persons.