INTERNATIONAL SHIPHOLDING CORPORATION
December 29, 2004
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Ms. Hanna T. Teshome
Re: International Shipholding Corporation
Registration Statement on Form S-1
Registration No. 333-120161
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned hereby requests that the effectiveness of the above-captioned
registration statement, No. 333-120161 (the "Registration Statement"), be
accelerated so that it will become effective at 1:30 p.m., District of Columbia
time, on Wednesday, December 29, 2004, or as soon thereafter as possible. The
undersigned hereby acknowledges that (i) should the Commission or the Staff,
acting pursuant to delegated authority, declare the Registration Statement
effective, such declaration does not foreclose the Commission from taking any
action with respect to the Registration Statement; (ii) the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the undersigned from its
full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and (iii) the undersigned may not assert Staff comments
and the declaration of effectiveness of the Registration Statement as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Very truly yours,
INTERNATIONAL SHIPHOLDING
CORPORATION
By: /s/ Gary L. Ferguson
---------------------------
Gary L. Ferguson
Vice President and Chief Financial Officer
FERRIS, BAKER WATTS, INCORPORATED
December 29, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: International Shipholding Corporation
Form S-1 Registration Statement
Registration No. 333-120161
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"Securities Act"), the undersigned, as underwriter of the above-captioned issue,
hereby joins in the request of International Shipholding Corporation that the
effectiveness of the above-captioned registration statement (the "Registration
Statement") be accelerated so that the Registration Statement will become
effective at 1:30 p.m., District of Columbia time, on Wednesday, December 29,
2004, or as soon thereafter as possible.
In connection with the foregoing and pursuant to Rule 460 under the
Securities Act, the underwriter has distributed the following approximate
numbers of copies of the Preliminary Prospectus dated December 10, 2004:
2,500 to Individuals (Retail)
100 to Institutional Investors
1 to Dealers
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2,701 TOTAL
=====
The undersigned confirms that it has complied and will continue to
comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
in connection with the above-described issue. Please be advised that with
respect to the maximum amount of compensation to be allowed or paid to the
underwriters, to be disclosed in the Final Prospectus, the National Association
of Securities Dealers, Inc. has expressed no objections.
Very truly yours,
FERRIS, BAKER WATTS, INCORPORATED
By: /s/ R. Mark Rust
-----------------------------
R. Mark Rust
Vice President