As  filed  with  the Securities and Exchange Commission on November 10, 1998.

                                                    Registration   No.  333-




                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.   20549

                                     __________

                                      FORM S-8

                                REGISTRATION STATEMENT
                                       under
                               THE SECURITIES ACT OF 1933



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

DELAWARE                                                   36-2989662
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                                   650 POYDRAS STREET
                              NEW ORLEANS, LOUISIANA 70130
                            (Address, including zip code, of
                        registrant's principal executive offices)

               INTERNATIONAL SHIPHOLDING CORPORATION STOCK INCENTIVE PLAN
                                (Full title of the plan)

                                     __________

                                 GARY L. FERGUSON
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                       INTERNATIONAL SHIPHOLDING CORPORATION
                                 650 POYDRAS STREET
                            NEW ORLEANS, LOUISIANA 70130
                                  (504) 529-5461
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                     Copy to:

                               MARGARET F. MURPHY
        JONES,  WALKER,  WAECHTER,  POITEVENT,  CARRERE & DENEGRE, L.L.P.
                              201 ST. CHARLES AVENUE
                        NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                Amount                Proposed maximum    Proposed maximum    Amount of
Title of securities             to be                 offering price        aggregate         registration
to be registered                registered{(1)}         per unit          offering price         fee
<S>                             <C>                       <C>                  <C>               <C>
Common Stock
($1.00 par value per share)     475,000 shares        $17.1875{(2)}      $ 8,164,062.50{(2)}   $ 2,269.61{(2)}
                                175,000 shares        $15.7188             2,750,790.00            764.72{(3)}
                                --------------                             -----------------     -------------
Total Common Stock .........    650,000 shares                           $ 10,914,852.50       $ 3,034.33
</TABLE>
{(1)}Upon a stock split, stock dividend or similar transaction  in  the future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
{(2)}Computed in accordance  with  Rule  457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
{(3)}Estimated  solely  for the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c)  under  the  Securities  Act of 1933, based on the
     average of the high and low price per share of the Common Stock on The New
     York Stock Exchange on November 5, 1998.



<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which  have  been  filed by  International
Shipholding  Corporation (the "Company") with the Securities  and  Exchange
Commission (the "Commission"), are incorporated herein by reference:

     (a)  The  Company's  annual  report  on  Form  10-K for the year ended
December 31, 1997;

     (b)  The  Company's quarterly reports on Form 10-Q  for  the  quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;

     (c)  The  Company's   current  report  on  Form  8-K  filed  with  the
Commission on February 12, 1998;

     (d)  All other reports  filed  by  the  Company  with  the  Commission
pursuant  to  Section  13  of  the  Securities  Exchange  Act of 1934 since
December 31, 1997; and

     (e)  The  description  of  the  Company's  Common  Stock  included  in
Amendment No. 1 to the Company's Registration Statement on Form 8-A/A filed
with the Commission on October 19, 1998.

     All  documents  filed  by the Company with the Commission pursuant  to
Sections 13(a), 13(c), 14 and  15(d) of the 1934 Act subsequent to the date
of this Registration Statement and  prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters  all securities then remaining  unsold  shall,  except  to  the
extent otherwise  provided  by Regulation S-K or any other rule promulgated
by the Commission, be deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and  to  be part hereof from the date of filing of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation  Law  of  the State of Delaware
empowers a corporation to indemnify any person who was  or is a party or is
threatened  to  be  made  a party to any threatened, pending  or  completed
action, suit or  proceeding,  whether  civil,  criminal,  administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee  or  agent  of  the  corporation  or  serves  or  served in  these
capacities  for  another  enterprise,  if  serving  at the request  of  the
corporation.  Depending on the character of the proceeding,  a  corporation
may  indemnify  against  expenses  (including  attorneys' fees), judgments,
fines and amounts paid in settlement actually and  reasonably  incurred  in
connection  with  such action, suit or proceeding if the person indemnified
acted in good faith  and  in  a  manner reasonably believed to be in or not
opposed to the best interest of the  corporation,  and, with respect to any
criminal  action  or  proceeding, had no reasonable cause  to  believe  his
conduct was unlawful.   In  the case of an action by or in the right of the
corporation, no indemnification  may be made in respect to any claim, issue
or matter as to which such person  shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit  was  brought  shall  determine that
despite the adjudication of liability such person is fairly and  reasonably
entitled to indemnity for such expenses which the court shall deem  proper.
Section 145 further provides that to the extent a director or officer  of a
corporation  has  been  successful  in  the  defense of any action, suit or
proceeding  referred to above or in the defense  of  any  claim,  issue  or
matter  therein,  he  shall  be  indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred by him in connection
therewith.

     Article  VI  of  the Company's Restated Certificate  of  Incorporation
provides that the Board  of  Directors  is  expressly authorized to provide
indemnification to the full extent permitted by Delaware law.

     In addition, Article II, Section 7 of the  Company's  By-laws provides
as follows:

     (a)  Right to Indemnification.  Each person who was or is made a party
or is threatened to be made a party to or is involved in any  action,  suit
or  proceeding,  whether  civil,  criminal, administrative or investigative
("proceeding"), by reason of the fact  that  he, or a person for whom he is
the legal representative, is or was a director or officer of the company or
any of its subsidiaries (including nominees and  designees who have not yet
taken office) or is or was serving at the request of the Company (including
any  person  who  has not been duly elected or appointed)  as  a  director,
officer, employee or  agent  of  another  corporation  or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee  benefit  plans  (the  "Indemnitee"),  whether the basis  of  such
proceeding  is  alleged  action  in  an official capacity  as  a  director,
officer, employee or agent or in any other  capacity  while  serving  as  a
director,  officer,  employee  or  agent,  shall  be  indemnified  and held
harmless  by  the  Company to the fullest extent authorized by the Delaware
General Corporation  Law  ("GCL"),  as  presently  existing  or  as  it may
hereafter  be amended (but, in the case of any such amendment, only to  the
extent  that   such  amendment  permits  the  Company  to  provide  broader
indemnification  rights than the GCL permitted the Company to provide prior
to such amendment),  against  any  and  all  expenses,  liability  and loss
(including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
penalties, amounts paid in connection with any arbitration or investigation
and  amounts  paid  or  to  be  paid  in settlement) reasonably incurred or
suffered  by  such  person  in connection therewith.   Indemnitee's  rights
hereunder shall be contract rights  and  shall include the right to be paid
by the Company for expenses incurred in defending  any  such  proceeding in
advance  of  its final disposition; provided, however, that the payment  of
such expenses incurred by an Indemnitee in advance of the final disposition
of such proceeding,  shall  be made only upon delivery to the Company of an
undertaking in a form satisfactory  to  counsel  for  the Company, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it should be
ultimately  determined  that  such  Indemnitee  is  not  entitled   to   be
indemnified  under  this  provision  or  otherwise.   For  purposes of this
provision  on  the term Company shall include any resulting or  constituent
entities.

     (b)  Nonexclusivity  of  Rights.   The  rights conferred herein on any
person shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision  of  the  Certificate  of
Incorporation, by-law, contract or other agreement, vote of stockholders or
disinterested directors or otherwise.

     (c)  Insurance.   The  Company may maintain at its expense, to protect
itself and any such director (including nominees and designees who have not
yet taken office), officer, employee  or  agent  of  the Company or another
corporation,   partnership,  joint  venture,  trust  or  other   enterprise
(including service  with  respect  to  employee  benefit plans) against any
expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability  or loss under the
GCL.

     Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and  subject  to the
limitations of the policy, against certain expenses in connection with  the
defense  of  certain  claims,  actions,  suits  or proceedings, and certain
liabilities  which  might  be  imposed as a result thereof,  which  may  be
brought against them by reason of  their being or having been directors and
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion  of  Jones, Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent  of Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period  in  which offers or sales are
being  made, a post-effective amendment to this registration  statement  to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment  shall be deemed
to  be  a  new  registration  statement relating to the securities  offered
therein, and the offering of such  securities  at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To  remove from registration by means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act of 1933, each filing
of  the  registrant's annual report pursuant to section  13(a)  or  section
15(d) of the  Securities  Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit  plan's  annual  report  pursuant  to section
15(d)  of  the  Securities  Exchange  Act of 1934) that is incorporated  by
reference  in the registration statement  shall  be  deemed  to  be  a  new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or  otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of  expenses  incurred or paid by a director,
officer or controlling person of the registrant  in  the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being  registered, the
registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question of whether such indemnification by it is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it  has  reasonable grounds to believe that it meets
all  the  requirements  for  filing  on Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  New  Orleans,   State  of  Louisiana,  on
October 21, 1998.

                                          International Shipholding Corporation

                                          By: /s/ Erik F. Johnsen
                                             ----------------------
                                                  Erik F. Johnsen
                                                  President

                           POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature appears
immediately  below  constitutes  and  appoints  Erik F.  Johnsen  and  Gary  L.
Ferguson, and either of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution,  for  him  and in his name,
place  and  stead,  in  any and all capacities, to sign any and all  amendments
(including post-effective  amendments)  to  this Registration Statement, and to
file  the same with all exhibits thereto, and  other  documents  in  connection
therewith,  with  the  Securities  and  Exchange Commission, granting unto said
attorney-in-fact and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or  his  substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities  Act  of 1933, as amended,
this  Registration Statement has been signed by the following  persons  in  the
capacities and on the dates indicated.


SIGNATURE                          TITLE                      DATE

/s/ Niels W. Johnsen
--------------------         Chairman of the Board      October 21, 1998
Niels W. Johnsen

/s/ Erik F. Johnsen
-------------------          President and Director     October 21, 1998
Erik F. Johnsen

/s/ Niels M. Johnsen
--------------------         Executive Vice President   October 21, 1998
Niels M. Johnsen                    and Director

/s/ Erik L. Johnsen
--------------------         Executive Vice President   October 21, 1998
Erik L. Johnsen                     and Director

/s/ Harold S. Grehan, Jr.
-------------------------          Vice President       October 21, 1998
Harold S. Grehan, Jr.               and Director

/s/ Gary L. Ferguson
--------------------          Vice President and        October 21, 1998
Gary L. Ferguson            Chief Financial Officer

/s/ Laurence Eustis
-------------------                  Director           October 21, 1998
Laurance Eustis
                               
/s/ Raymond V. O'Brien
---------------------                Director           October 21, 1998
Raymond V. O'Brien                  

/s/ Edwin Lupberger
-------------------                  Director           October 21, 1998
Edwin Lupberger

/s/ Edward K. Trowbridge
------------------------             Director           October 21, 1998
Edward K. Trowbridge

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18691}]
{"company-data": {"conformed-name": "INTERNATIONAL SHIPHOLDING CORP", "cik": "0000278041", "assigned-sic": "4412", "irs-number": "362989662", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67093", "film-number": "98743692"}, "business-address": {"street1": "650 POYDRAS ST STE 1700", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045295461"}}
As  filed  with  the Securities and Exchange Commission on November 10, 1998.

                                                    Registration   No.  333-

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.   20549

                                     __________

                                      FORM S-8

                                REGISTRATION STATEMENT
                                       under
                               THE SECURITIES ACT OF 1933

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

DELAWARE                                                   36-2989662
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                                   650 POYDRAS STREET
                              NEW ORLEANS, LOUISIANA 70130
                            (Address, including zip code, of
                        registrant's principal executive offices)

               INTERNATIONAL SHIPHOLDING CORPORATION STOCK INCENTIVE PLAN
                                (Full title of the plan)

                                     __________

                                 GARY L. FERGUSON
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                       INTERNATIONAL SHIPHOLDING CORPORATION
                                 650 POYDRAS STREET
                            NEW ORLEANS, LOUISIANA 70130
                                  (504) 529-5461
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                     Copy to:

                               MARGARET F. MURPHY
        JONES,  WALKER,  WAECHTER,  POITEVENT,  CARRERE & DENEGRE, L.L.P.
                              201 ST. CHARLES AVENUE
                        NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE
Amount                Proposed maximum    Proposed maximum    Amount of
Title of securities             to be                 offering price        aggregate         registration
to be registered                registered{(1)}         per unit          offering price         fee
Common Stock
($1.00 par value per share)     475,000 shares        $17.1875{(2)}      $ 8,164,062.50{(2)}   $ 2,269.61{(2)}
                                175,000 shares        $15.7188             2,750,790.00            764.72{(3)}
                                --------------                             -----------------     -------------
Total Common Stock .........    650,000 shares                           $ 10,914,852.50       $ 3,034.33
{(1)}Upon a stock split, stock dividend or similar transaction  in  the future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
{(2)}Computed in accordance  with  Rule  457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
{(3)}Estimated  solely  for the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c)  under  the  Securities  Act of 1933, based on the
     average of the high and low price per share of the Common Stock on The New
     York Stock Exchange on November 5, 1998.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which  have  been  filed by  International
Shipholding  Corporation (the "Company") with the Securities  and  Exchange
Commission (the "Commission"), are incorporated herein by reference:

     (a)  The  Company's  annual  report  on  Form  10-K for the year ended
December 31, 1997;

     (b)  The  Company's quarterly reports on Form 10-Q  for  the  quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;

     (c)  The  Company's   current  report  on  Form  8-K  filed  with  the
Commission on February 12, 1998;

     (d)  All other reports  filed  by  the  Company  with  the  Commission
pursuant  to  Section  13  of  the  Securities  Exchange  Act of 1934 since
December 31, 1997; and

     (e)  The  description  of  the  Company's  Common  Stock  included  in
Amendment No. 1 to the Company's Registration Statement on Form 8-A/A filed
with the Commission on October 19, 1998.

     All  documents  filed  by the Company with the Commission pursuant  to
Sections 13(a), 13(c), 14 and  15(d) of the 1934 Act subsequent to the date
of this Registration Statement and  prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters  all securities then remaining  unsold  shall,  except  to  the
extent otherwise  provided  by Regulation S-K or any other rule promulgated
by the Commission, be deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and  to  be part hereof from the date of filing of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation  Law  of  the State of Delaware
empowers a corporation to indemnify any person who was  or is a party or is
threatened  to  be  made  a party to any threatened, pending  or  completed
action, suit or  proceeding,  whether  civil,  criminal,  administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee  or  agent  of  the  corporation  or  serves  or  served in  these
capacities  for  another  enterprise,  if  serving  at the request  of  the
corporation.  Depending on the character of the proceeding,  a  corporation
may  indemnify  against  expenses  (including  attorneys' fees), judgments,
fines and amounts paid in settlement actually and  reasonably  incurred  in
connection  with  such action, suit or proceeding if the person indemnified
acted in good faith  and  in  a  manner reasonably believed to be in or not
opposed to the best interest of the  corporation,  and, with respect to any
criminal  action  or  proceeding, had no reasonable cause  to  believe  his
conduct was unlawful.   In  the case of an action by or in the right of the
corporation, no indemnification  may be made in respect to any claim, issue
or matter as to which such person  shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit  was  brought  shall  determine that
despite the adjudication of liability such person is fairly and  reasonably
entitled to indemnity for such expenses which the court shall deem  proper.
Section 145 further provides that to the extent a director or officer  of a
corporation  has  been  successful  in  the  defense of any action, suit or
proceeding  referred to above or in the defense  of  any  claim,  issue  or
matter  therein,  he  shall  be  indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred by him in connection
therewith.

     Article  VI  of  the Company's Restated Certificate  of  Incorporation
provides that the Board  of  Directors  is  expressly authorized to provide
indemnification to the full extent permitted by Delaware law.

     In addition, Article II, Section 7 of the  Company's  By-laws provides
as follows:

     (a)  Right to Indemnification.  Each person who was or is made a party
or is threatened to be made a party to or is involved in any  action,  suit
or  proceeding,  whether  civil,  criminal, administrative or investigative
("proceeding"), by reason of the fact  that  he, or a person for whom he is
the legal representative, is or was a director or officer of the company or
any of its subsidiaries (including nominees and  designees who have not yet
taken office) or is or was serving at the request of the Company (including
any  person  who  has not been duly elected or appointed)  as  a  director,
officer, employee or  agent  of  another  corporation  or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee  benefit  plans  (the  "Indemnitee"),  whether the basis  of  such
proceeding  is  alleged  action  in  an official capacity  as  a  director,
officer, employee or agent or in any other  capacity  while  serving  as  a
director,  officer,  employee  or  agent,  shall  be  indemnified  and held
harmless  by  the  Company to the fullest extent authorized by the Delaware
General Corporation  Law  ("GCL"),  as  presently  existing  or  as  it may
hereafter  be amended (but, in the case of any such amendment, only to  the
extent  that   such  amendment  permits  the  Company  to  provide  broader
indemnification  rights than the GCL permitted the Company to provide prior
to such amendment),  against  any  and  all  expenses,  liability  and loss
(including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
penalties, amounts paid in connection with any arbitration or investigation
and  amounts  paid  or  to  be  paid  in settlement) reasonably incurred or
suffered  by  such  person  in connection therewith.   Indemnitee's  rights
hereunder shall be contract rights  and  shall include the right to be paid
by the Company for expenses incurred in defending  any  such  proceeding in
advance  of  its final disposition; provided, however, that the payment  of
such expenses incurred by an Indemnitee in advance of the final disposition
of such proceeding,  shall  be made only upon delivery to the Company of an
undertaking in a form satisfactory  to  counsel  for  the Company, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it should be
ultimately  determined  that  such  Indemnitee  is  not  entitled   to   be
indemnified  under  this  provision  or  otherwise.   For  purposes of this
provision  on  the term Company shall include any resulting or  constituent
entities.

     (b)  Nonexclusivity  of  Rights.   The  rights conferred herein on any
person shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision  of  the  Certificate  of
Incorporation, by-law, contract or other agreement, vote of stockholders or
disinterested directors or otherwise.

     (c)  Insurance.   The  Company may maintain at its expense, to protect
itself and any such director (including nominees and designees who have not
yet taken office), officer, employee  or  agent  of  the Company or another
corporation,   partnership,  joint  venture,  trust  or  other   enterprise
(including service  with  respect  to  employee  benefit plans) against any
expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability  or loss under the
GCL.

     Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and  subject  to the
limitations of the policy, against certain expenses in connection with  the
defense  of  certain  claims,  actions,  suits  or proceedings, and certain
liabilities  which  might  be  imposed as a result thereof,  which  may  be
brought against them by reason of  their being or having been directors and
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion  of  Jones, Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent  of Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period  in  which offers or sales are
being  made, a post-effective amendment to this registration  statement  to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment  shall be deemed
to  be  a  new  registration  statement relating to the securities  offered
therein, and the offering of such  securities  at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To  remove from registration by means  of  a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act of 1933, each filing
of  the  registrant's annual report pursuant to section  13(a)  or  section
15(d) of the  Securities  Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit  plan's  annual  report  pursuant  to section
15(d)  of  the  Securities  Exchange  Act of 1934) that is incorporated  by
reference  in the registration statement  shall  be  deemed  to  be  a  new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or  otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of  expenses  incurred or paid by a director,
officer or controlling person of the registrant  in  the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being  registered, the
registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question of whether such indemnification by it is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it  has  reasonable grounds to believe that it meets
all  the  requirements  for  filing  on Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of  New  Orleans,   State  of  Louisiana,  on
October 21, 1998.

                                          International Shipholding Corporation

                                          By: /s/ Erik F. Johnsen
                                             ----------------------
                                                  Erik F. Johnsen
                                                  President

                           POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature appears
immediately  below  constitutes  and  appoints  Erik F.  Johnsen  and  Gary  L.
Ferguson, and either of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution,  for  him  and in his name,
place  and  stead,  in  any and all capacities, to sign any and all  amendments
(including post-effective  amendments)  to  this Registration Statement, and to
file  the same with all exhibits thereto, and  other  documents  in  connection
therewith,  with  the  Securities  and  Exchange Commission, granting unto said
attorney-in-fact and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or  his  substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities  Act  of 1933, as amended,
this  Registration Statement has been signed by the following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                          TITLE                      DATE

/s/ Niels W. Johnsen
--------------------         Chairman of the Board      October 21, 1998
Niels W. Johnsen

/s/ Erik F. Johnsen
-------------------          President and Director     October 21, 1998
Erik F. Johnsen

/s/ Niels M. Johnsen
--------------------         Executive Vice President   October 21, 1998
Niels M. Johnsen                    and Director

/s/ Erik L. Johnsen
--------------------         Executive Vice President   October 21, 1998
Erik L. Johnsen                     and Director

/s/ Harold S. Grehan, Jr.
-------------------------          Vice President       October 21, 1998
Harold S. Grehan, Jr.               and Director

/s/ Gary L. Ferguson
--------------------          Vice President and        October 21, 1998
Gary L. Ferguson            Chief Financial Officer

/s/ Laurence Eustis
-------------------                  Director           October 21, 1998
Laurance Eustis
                               
/s/ Raymond V. O'Brien
---------------------                Director           October 21, 1998
Raymond V. O'Brien                  

/s/ Edwin Lupberger
-------------------                  Director           October 21, 1998
Edwin Lupberger

/s/ Edward K. Trowbridge
------------------------             Director           October 21, 1998
Edward K. Trowbridge