Overseas Shipholding Group, Inc. - Ordinary Shares (OSG) 8-K Results of Operations and Financial Condition

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

                             February 24, 2005                        
Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.
(Exact Name of Registrant as Specified in Charter)

              1-6479-1              
Commission File Number

                             Delaware                               
(State or other jurisdiction of incorporation or organization)                    13-2637623            
(I.R.S. Employer Identification Number)   

511 Fifth Avenue
                     New York, New York 10017                      
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code(212) 953-4100

Item 2.02          Results of Operations and Financial Condition.

                     A copy of the press release that Overseas Shipholding Group, Inc. (the "Registrant") issued on February 24, 2004 announcing its financial results for the full year and fourth quarter ended December 31, 2004 is being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.

SIGNATURES

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

	OVERSEAS SHIPHOLDING GROUP, INC.                      (Registrant)
Date: February 24, 2005	By:               /s/Myles R. Itkin
	Name:   Myles R. Itkin       Title:     Senior Vice President, Chief                     Financial Officer and Treasurer