Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MERKIN SOLOMON N
  2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Fmr. director - ret. 6/14/2012
(Last)
(First)
(Middle)
MERKIN & CO., 910 SYLVAN AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012
(Street)

ENGLEWOOD CLIFFS, NJ 07632
4. If Amendment, Date Original Filed(Month/Day/Year)
07/03/2012
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $1.00 per share 06/29/2012   J(1)   15,378 (1) A (1) 36,678 D  
Common Stock, par value $1.00 per share 06/29/2012   J(2)   5,370 (2) A (2) 42,048 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MERKIN SOLOMON N
MERKIN & CO.
910 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NJ 07632
      Fmr. director - ret. 6/14/2012

Signatures

 /s/James I. Edelson, Attorney-in-Fact pursuant to a power of attorney previously filed   07/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On June 14, 2012, the Reporting Person retired as a director of the Issuer and on June 29, 2012 the Issuer issued the Reporting Person these 15,378 shares of Common Stock of the Issuer pursuant to the Issuer's 2004 Stock Incentive Plan, as amended and restated as of June 14, 2012, upon conversion of an equal number of previously issued restricted stock units.
(2) The Reporting Person inadvertently reported on July 3, 2012 that he acquired 7,853 shares rather than 5,370 shares pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan in connection with the Reporting Person's retirement as a director and relate to deferred director fees outstanding on December 31, 2011.

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