(c) On May 7, 2009, International Shipholding Corporation (the "Company") announced that Peter M. Johnston, 53, has been promoted to Executive Vice President of the Company, effective immediately. In his new position, Mr. Johnston will function as a principal operating officer of the Company. Mr. Johnston has been with the Company or its subsidiaries for over 17 years, most recently serving as a Vice President of the Company and as Executive Vice President of LMS Shipmanagement, Inc., a wholly-owned subsidiary of the Company, since 1995.

The Compensation Committee of the Company's Board of Directors approved a grant of 2,500 shares of restricted stock to Mr. Johnston, as discussed in greater detail below.

On May 7, 2009, the Company issued a press release announcing Mr. Johnston's new position. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

(e) Grants of Restricted Stock under the 2009 Stock Incentive Plan. The following grants of restricted stock to the executive officers of the Company became effective on May 6, 2009:

Niels M. Johnsen20,000 shares

Erik L. Johnsen20,000 shares

Manuel G. Estrada5,000 shares

Peter M. Johnston2,500 shares

Each grant was made under the Company's 2009 Stock Incentive Plan (the "Plan") and will vest on May 6, 2010 if (i) the Company's 2009 net income before taxes exceeds an established performance target (the "performance target"), and (ii) if the officer remains employed by the Company on that date. The shares will also vest upon the officer's death, disability, retirement at age 65 or later, or upon a change of control of the Company, should any of those events occur before the end of the one-year restricted period. The shares will be forfeited if the performance target is not met upon the earlier of the Company's filing of its Annual Report on Form 10-K for 2009 with the Securities and Exchange Commission or May 6, 2010. For all other terms and conditions of the grants, please see the form of restricted stock agreement filed as Exhibit 99.2 to this report.

{N1970187.4}


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Item 9.01           Financial Statements and Exhibits

(d)       Exhibits

Exhibit
Number    Description

99.1      Press Release dated May 7, 2009

99.2      Form of Restricted Stock Agreement for grants made
          under the International Shipholding Corporation 2009
          Stock Incentive Plan