Sec Form 4 Filing - CAMPBELL ANGUS @ OVERSEAS SHIPHOLDING GROUP INC - 2008-01-10

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 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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1. Name and Address of Reporting Person CAMPBELL ANGUS 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 X __ Officer (give title below) _____ Other (specify below) Head Gas Strategic Bus. Unit (Last) (First) (Middle) QUORUM 4, BALLIOL BUSINESS PARK EAST, BENTON LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2008 (Street) NEWCASTLE UPON TYNE, NE12, X08EZ 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/10/2008 A 834 ( 1 ) A $ 0 3,616 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 64.92 01/10/2008 A 2,957 ( 3 ) 01/10/2018 Common Stock 2,957 $ 0 2,957 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMPBELL ANGUS QUORUM 4, BALLIOL BUSINESS PARK EAST BENTON LANE NEWCASTLE UPON TYNE, NE12, X08EZ Head Gas Strategic Bus. Unit Signatures /s/James I. Edelson, Attorney-in-Fact, pursuant to power of attorney previously filed 01/11/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock were granted pursuant to the 2004 Plan and are subject to vesting restrictions. The reporting person becomes vested in one fourth of these shares on the first, second, third and fourth anniversaries of the date of grant. ( 2 )Of these 3,616 shares of common stock, 2,813 shares are subject to vesting restrictions as of January 11, 2008. ( 3 )The option to purchase these shares of common stock was granted pursuant to the 2004 Plan and will become exercisable as to one third of such shares on each of the first, second and third anniversaries of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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