Edgar Filing: OVERSEAS SHIPHOLDING GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934

Overseas Shipholding Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

690368105
--------------------------------------------------------------------------------
(CUSIP Number)

Frontline Ltd.
Par-La-Ville Place, 4th Floor
14 Par-La-Ville Road
Hamilton HM 08
Bermuda
(441)295-6935

With a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 10, 2008
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Frontline Ltd.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* AF

--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 183,400
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 183,400

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,400

--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Hemen Holding Limited

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* AF

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 183,400

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,400

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Bandama Investment Ltd.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 183,400

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,400

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Geveran Holdings S.A.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* AF

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,444,900
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,444,900

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,900

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Monteray Enterprises Ltd

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,444,900

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,900

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON John Fredriksen

--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* OO

--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-

NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,628,300
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-

-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,628,300

--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,628,300

--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN

--------------------------------------------------------------------------------

CUSIP NO. 690368105 SCHEDULE 13D

Item 1. Security and Issuer
----------------------------

This Schedule 13D relates to shares of common stock (the "Common Stock") of
Overseas Shipholding Group, Inc., a Delaware corporation (the "Issuer"). The
principal executive office and mailing address of the Issuer is 666 Third
Avenue, New York, New York 10017.

Item 2. Identity and Background
--------------------------------

This Schedule 13D is being filed on behalf of:

(i) Frontline, Ltd., a Bermuda corporation ("Frontline");
(ii) Bandama Investment Ltd., a Liberian corporation ("Bandama");
(iii) Hemen Holding Limited, a Cyprus holding company ("Hemen");
(iv) Monteray Enterprises Ltd., a Cyprus company ("Monteray");
(v) Geveran Holdings S.A., a Liberian holding corporation ("Geveran"); and
(vi) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen")

Frontline, Bandama, Hemen, Monteray, Geveran and Mr. Fredriksen are collectively
referred to as the "Reporting Person".

Bandama is a wholly-owned subsidiary of Frontline. Hemen is the principal
shareholder of Frontline. Mr. Fredriksen indirectly controls Hemen and is the
Chairman, Chief Executive Officer, President and a Director of Frontline.
Geveran is wholly-owned by Mr. Fredriksen. Monteray is a wholly-owned subsidiary
of Geveran.

(a, b, c) (i) The address of Frontline's principal place of business is
Par-La-Ville Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda.
The principal business of Frontline is the international seaborne transportation
of crude oil, and the operation of the world's largest modern fleet of VLCC and
Suezmax tankers and Suezmax OBO carriers. The name, citizenship, present
principal occupation and the name, principal business and address of any
corporation or other organization in which such employment is conducted of each
executive officer and director of Frontline is set forth below. Unless otherwise
indicated, the present principal occupation of each person is with Frontline. If
no business address is given, the director's or executive officer's address is
Par-La-Ville Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda.

John Fredriksen Chairman, Chief Mr. Fredriksen is a citizen of Cyprus. Mr. Fredriksen's
Cxecutive Officer, principal business address is c/o Frontline Ltd., 4th
Eresident, Director Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton
HM 08, Bermuda.

Kathrine Fredriksen Director Ms. Fredriksen is a citizen of Norway. Ms. Fredriksen's
principal business address is c/o Frontline Ltd., 4th
Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton
HM 08, Bermuda.

Kate Blankenship Director Ms. Blankenship is a citizen of the United Kingdom. Ms.
Blankenship's principal business address is c/o Frontline
Ltd., 4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road,
Hamilton HM 08, Bermuda. Ms. Blankenship also serves as a
Director of Bandama.

Frixos Savvides Director Mr. Savvides is a citizen of Cyprus. The principal
business address for Mr. Savvides is c/o Frontline Ltd.,
4th Floor, Par-la-Ville Place, 14 Par-la-Ville Road,
Hamilton HM 08, Bermuda

Bjorn Sjaastad Chief Executive Officer of Mr. Sjaastad is a citizen of Norway. Frontline Management
Frontline Management AS AS is a wholly-owned subsidiary of Frontline, and its
principal business is the commercial management of
Frontline's shipowning subsidiaries, including chartering
and insurance. Frontline Management AS's principal
addresses are Bryggegata 3, N-0250 Oslo, Norway and P.O.
Box 1327 Vika, N-0112 Oslo, Norway.

Inger M. Klemp Chief Financial Officer of Mrs. Klemp is a citizen of Norway. Frontline Management AS
Frontline Management AS is a wholly-owned subsidiary of Frontline, and its
principal business is the commercial management of
Frontline's shipowning subsidiaries, including chartering
and insurance. Frontline Management AS's principal
addresses are Bryggegata 3, N-0250 Oslo, Norway and P.O.
Box 1327 Vika, N-0112 Oslo, Norway. Mrs. Klemp is also the
president and a director of Bandama.

(ii) The address of Bandama's administrative offices are located at Par-La-Ville
Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda. The address of
Bandama's registered office is 80 Broad Street, Monrovia, Republic of Liberia.
The principal business of Bandama is acting as an investment holding company.
The name, citizenship, present principal occupation and the name, principal
business and address of any corporation or other organization in which such
employment is conducted of each executive officer and director of Bandama is set
forth below.

Inger M. Klemp President and Director Mrs. Klemp is a citizen of Norway. Mrs. Klemp is also the
chief financial officer of Frontline Management AS.
Frontline Management AS is a wholly-owned subsidiary of
Frontline, and its principal business is the commercial
management of Frontline's shipowning subsidiaries,
including chartering and insurance. Frontline Management
AS's principal addresses are Bryggegata 3, N-0250 Oslo,
Norway and P.O. Box 1327 Vika, N-0112 Oslo, Norway.

Graham Baker Vice President, Treasurer Mr. Baker is a citizen of the United Kingdom. Mr. Baker's
and Director principal business address is c/o Frontline Corporate
Services Limited, 30 Marsh Wall, London E14 9TP, England.

Georgina E. Sousa Secretary Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa's
principal business address is c/o Frontline Ltd., 4th
Floor, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton
HM 08, Bermuda.

(iii) The address of Hemen's principal place of business is c/o Seatankers
Management Co. Ltd., P.O. Box 53562, CY3399 Limassol, Cyprus. The principal
business of Hemen is acting as an investment holding company. The name,
citizenship, present principal occupation and the name, principal business and
address of any corporation or other organization in which such employment is
conducted of each director of Hemen is set forth below. Hemen does not have any
executive officers

Eva Agathangelou Director Ms. Agathangelou is a citizen of Cyprus. Ms. Agathangelou also serves
as Manager of Hive Management Services Ltd. ("Hive"). Hive is a
management services provider, and its address is 229 Makarios Avenue,
Meliza Court, 7th Floor, Limassol, Cyprus.

Stelios Savvidis Director Mr. Savvidis is a citizen of Cyprus. Mr. Savvidis's present principal
occupation is as a self-employed tax manager and consultant. Mr.
Savvidis's present business address is 229 Makarios Avenue, Meliza
Court, 4th Floor, Limassol, Cyprus.

(iv) The address of Monteray's principal place of business is c/o Seatankers
Management Co. Ltd., P.O. Box 53562, CY3399 Limassol, Cyprus. The address of
Monteray's registered office is c/o K. C. Saveriades, Iris House, 7th Floor,
Flat 740B, John Kennedy Street, CY-3106 Limassol, Cyprus. The principal business
of Monteray is acting as an investment holding company. The name, citizenship,
present principal occupation and the name, principal business and address of any
corporation or other organization in which such employment is conducted of each
executive officer and director of Monteray is set forth below.

Marios Saveriades Director Mr. Saveriades is a citizen of Cyprus. Mr. Saveriades's
present principal occupation is as an attorney. The
principal business address of Mr. Saveriades is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Mr. Saveriades is also the President and
a director of Geveran.

Lena Nicolaou Director Ms. Nicolaou is a citizen of Cyprus. T Ms. Nicolaou's
present principal occupation is as an attorney. The
principal business address of Ms. Nicolaou is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Ms. Nicolaou is also the secretary,
treasurer and a director of Geveran.

Constantinos K. Secretary Mr. Saveriades is a citizen of Cyprus. Mr. Saveriades's
Saveriades present principal occupation is as an attorney. The
principal business address of Mr. Saveriades is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Mr. Saveriades is also the vice
president and a director of Geveran.

(v) The address of Geveran's principal place of business is c/o Seatankers
Management Co. Ltd., P.O. Box 53562, CY3399 Limassol, Cyprus. The address of
Geveran's registered office is 80 Broad Street, Monrovia, Republic of Liberia.
The principal business of Geveran is acting as an investment holding company.
The name, citizenship, present principal occupation and the name, principal
business and address of any corporation or other organization in which such
employment is conducted of each executive officer and director of Geveran is set
forth below.

Marios Saveriades President and Director Mr. Saveriades is a citizen of Cyprus. Mr. Saveriades's
present principal occupation is as an attorney. The
principal business address of Mr. Saveriades is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Mr. Saveriades is also a director of
Monteray.

Constantinos K. Vice President and Director Mr. Saveriades is a citizen of Cyprus. Mr. Saveriades's
Saveriades present principal occupation is as an attorney. The
principal business address of Mr. Saveriades is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Mr. Saveriades is also the secretary of
Monteray.

Lena Nicolaou Secretary, Treasurer and Ms. Nicolaou is a citizen of Cyprus. T Ms. Nicolaou's
Director present principal occupation is as an attorney. The
principal business address of Ms. Nicolaou is c/o
Seatankers Management Co. Ltd., P.O. Box 53562, CY3399
Limassol, Cyprus. Ms. Nicolaou is also a director of
Monteray.

(vi) Mr. Fredriksen is a citizen of Cyprus and his present principal occupation
is as Chairman, Chief Executive Officer, President and a Director of Frontline.
Mr. Fredriksen's principal business address is c/o Frontline Ltd., 4th Floor,
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. (d, e) To the
best knowledge of the Reporting Persons, none of the entities or persons
identified in this Item 2, except Mr. Sjaastad as reported below, has, during
the past five years, been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors), nor been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. In his capacity as President and Chief Executive Officer
of Odfjell ASA, an operator of chemical tankers, Mr. Sjaastad entered into an
agreement with the US Department of Justice in September 2003 pursuant to which
he pled guilty to one count of violating the Sherman Act. This plea was part of
a global agreement with the US Department of Justice involving Odfjell ASA and
Odfjell Seachem AS. The matter did not involve the Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------

The source of funds for the purchases of 183,400 shares of Common Stock held in
the account of Bandama was $14,637,154, representing the working capital of
Bandama.

The source of funds for the purchases of 1,444,900 shares of Common Stock held
in the account of Monteray was $93,147,150.76, representing the working capital
of Monteray.

None of the other persons named in response to Item 2 hold any shares of Common
Stock in their accounts.

Item 4. Purpose of Transaction
-------------------------------

The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons evaluate their investment in the Shares on a continual
basis. The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.

The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to increase shareholder value.

The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.

The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors, the Issuer's shareholders and
others.

Item 5. Interest in Securities of the Issuer
---------------------------------------------

(a), (b) According to the Issuer's most recent Report on Form 10-K, there were
31,189,735 shares of Common Stock issued and outstanding as of February 22,
2008. Based on such information, after taking into account the transactions
described in Exhibit B attached hereto, the Reporting Persons report beneficial
ownership of the following shares of Common Stock:

Frontline may be deemed to beneficially own 183,400 shares of Common Stock,
representing approximately 0.6% of the outstanding shares of Common Stock of the
Issuer. Frontline has the sole power to vote 0 shares of Common Stock and the
shared power to vote 183,400 shares of Common Stock. Frontline has the sole
power to dispose of 0 shares of Common Stock and the shared power to dispose of
183,400 shares of Common Stock.

Bandama may be deemed to beneficially own 183,400 shares of Common Stock,
representing approximately 0.6% of the outstanding shares of Common Stock of the
Issuer. Bandama has the sole power to vote 0 shares of Common Stock and the
shared power to vote 183,400 shares of Common Stock. Bandama has the sole power
to dispose of 0 shares of Common Stock and the shared power to dispose of
183,400 shares of Common Stock.

Hemen may be deemed to beneficially own 183,400 shares of Common Stock,
representing approximately 0.6% of the outstanding shares of Common Stock of the
Issuer. Hemen has the sole power to vote 0 shares of Common Stock and the shared
power to vote 183,400 shares of Common Stock. Hemen has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of 183,400
shares of Common Stock.

Monteray may be deemed to beneficially own 1,444,900 shares of Common Stock,
representing approximately 4.6% of the outstanding shares of Common Stock of the
Issuer. Monterey has the sole power to vote 0 shares of Common Stock and the
shared power to vote 1,444,900 shares of Common Stock. Monteray has the sole
power to dispose of 0 shares of Common Stock and the shared power to dispose of
1,444,900 shares of Common Stock.

Geveran may be deemed to beneficially own 1,444,900 shares of Common Stock,
representing approximately 4.6% of the outstanding shares of Common Stock of the
Issuer. Geveran has the sole power to vote 0 shares of Common Stock and the
shared power to vote 1,444,900 shares of Common Stock. Geveran has the sole
power to dispose of 0 shares of Common Stock and the shared power to dispose of
1,444,900 shares of Common Stock.

Mr. Fredriksen may be deemed to beneficially own 1,628,300 shares of Common
Stock, representing approximately 5.2% of the outstanding shares of Common Stock
of the Issuer. Mr. Fredriksen has the sole power to vote 0 shares of Common
Stock and the shared power to vote 1,628,300 shares of Common Stock. Mr.
Fredriksen has the sole power to dispose of 0 shares of Common Stock and the
shared power to dispose of 1,628,300 shares of Common Stock.

None of the other persons named in response to Item 2 have the sole power to
vote or to direct the vote, the shared power to vote or direct the vote, the
sole power to dispose or to direct the disposition of the shares of Common Stock
that are the subject of this Statement.

(c) Exhibit B annexed hereto lists all transactions in the shares of Common
Stock during the past sixty days by the Reporting Persons. All of such
transactions were effected through authorized brokers by Geveran, Monteray and
Bandama. None of the other Reporting Persons, and to the best of the Reporting
Persons' knowledge, none of the other persons named in response to Item 2, were
involved in any transactions in shares of Common Stock during the past sixty
days.

(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any of the
Issuer's Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
------------------------------------------------

On March 3, 2008, Frontline entered in an agreement with a financial institution
(the "Seller") whereby Frontline agreed to purchase 1,366,600 shares from the
Seller on May 29, 2008 for a purchase price of $92,177,170. In the event a
dividend is paid by the Issuer prior to May 29, 2008, such dividend shall accrue
to Frontline.

Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A -- Joint Filing Undertaking.
Exhibit B -- List of transactions in the Common Stock

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: March 19, 2008

FRONTLINE LTD.

By: /s/ Tor Olav Troim
------------------------
Name: Tor Olav Troim
Title: Vice President and Director

BANDAMA INVESTMENT LTD.

By: /s/ Inger M. Klemp
------------------------
Name: Inger M. Klemp
Title:President and Director

HEMEN HOLDING LIMITED

By: /s/ Eva Agathangelou
------------------------
Name: Eva Agathangelou
Title:Director

MONTEREY ENTERPRISES LTD.

By: /s/ Marios Saveriades
------------------------
Name: Marios Saveriades
Title:Director

GEVERAN HOLDINGS S.A.

By: /s/ Marios Saveriades
------------------------
Name: Marios Saveriades
Title:President and Director

JOHN FREDRIKSEN

/s/ John Fredriksen
-------------------
John Fredriksen

Exhibit A
JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby executes this agreement
as an exhibit to this Schedule 13D with respect to the shares of Common Stock of
Overseas Shipholding Group, Inc. to evidence the agreement of the below-named
parties, in accordance with the rules promulgated pursuant to the Securities
Exchange Act of 1934, as amended, to file this Schedule 13D jointly on behalf of
each such party.

Dated: March 19, 2008

FRONTLINE LTD.

By: /s/ Tor Olav Troim
------------------------
Name: Tor Olav Troim
Title: Vice President and Director

BANDAMA INVESTMENT LTD.

By: /s/ Inger M. Klemp
------------------------
Name: Inger M. Klemp
Title:President and Director

HEMEN HOLDING LIMITED

By: /s/ Eva Agathangelou
------------------------
Name: Eva Agathangelou
Title:Director

MONTEREY ENTERPRISES LTD.

By: /s/ Marios Saveriades
------------------------
Name: Marios Saveriades
Title:Director

GEVERAN HOLDINGS S.A.

By: /s/ Marios Saveriades
------------------------
Name: Marios Saveriades
Title:President and Director

JOHN FREDRIKSEN

/s/ John Fredriksen
-------------------
John Fredriksen

EXHIBIT B

TRANSACTIONS IN THE COMMON STOCK BY ENTITIES CONTROLLED BY JOHN FREDRIKSEN

Date of Number of Shares
Transaction Purchase/(Sold) Price per Share
----------- --------------- ---------------

2/7/2008 125,000 64.78
2/12/2008 125,000 65.26
2/13/2008 100,000 66.19
2/19/2008 200,000 67.71
2/27/2008 (55,100) 71.34
3/6/2008 200,000 58.91
3/10/2008 200,000 58.63
3/10/2008 100,000 57.29
3/13/2008 (1,444,900) 64.53

TRANSACTIONS IN THE COMMON STOCK BY MONTERAY ENTERPRISES LTD.

Date of Number of Shares
Transaction Purchase/(Sold) Price per Share
----------- --------------- ---------------

3/13/2008 1,444,900 64.53

SK 02089 0009 864616