(a) Dismissal of Prior Independent Registered Public Accounting Firm

On June 15, 2009, the Audit Committee of the Board of Directors (the "Audit Committee") of Overseas Shipholding Group, Inc. (the "Company") dismissed Ernst & Young LLP ("E&Y") as its independent registered public accounting firm.

The reports of E&Y on the consolidated financial statements of the Company for the years ended December 31, 2008 and 2007 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the Company's fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through June 15, 2009, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference to the subject matter of such disagreements in its reports on the Company's consolidated financial statements for such years.

There were no "reportable events," as defined in Item 304 (a) (1) (v) of Regulation S-K, during the Company's fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through June 15, 2009.

The Company has provided E&Y with a copy of the above disclosures prior to its filing with the Securities and Exchange Commission ("SEC") and requested E&Y to furnish the Company with a letter addressed to the SEC stating whether or not E&Y agrees with the above statements. A copy of E&Y's letter dated June 16, 2009 is attached as Exhibit 16.1 to this Form 8-K, filed on June 17, 2009.

(b) Selection of New Independent Registered Public Accounting Firm

On June 17, 2009, the Audit Committee engaged PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2009.

During the Company's fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through June 17, 2009, neither the Company nor anyone on its behalf consulted PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" between the Company and E&Y (as defined in Item 304

(d) Exhibits

Exhibit No.     Description
16.1            Letter from Ernst & Young LLP to the Securities and Exchange
                Commission dated June 16, 2009