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September 14, 2016

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: OSG International, Inc.

Registration Statement on Form 10-12B

Filed July 15, 2016

File No. 001-37836

Dear Ms. Nicholson:

On behalf of OSG International, Inc. (the
“Company”), set forth below are responses to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in its letter dated August 11, 2016 (the “Comment
Letter”) and the oral comment provided on August 11, 2016 by Sonia Bednarowski of the Staff to Jeffrey D. Karpf of Cleary
Gottlieb Steen & Hamilton LLP, counsel to the Company (the “Oral Comment” and, together with the Comment
Letter, the “Comments”), with respect to the above-referenced Registration Statement on Form 10-12B filed on
July 15, 2016 (the “Registration Statement”).

The Company has filed with the Commission
today a pre-effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement, together with this
letter, via EDGAR. Amendment No. 1 and the Information Statement included as Exhibit 99.1 thereto (the “Information Statement”)
reflect the changes made in response to the Comments and other changes that are intended to update and clarify the information
contained therein. A marked copy of Amendment No. 1, which shows changes from the Registration Statement as filed on July 15, 2016,
is being submitted supplementally for the convenience of the Staff.

Ms. Laura Nicholson
 Securities and Exchange Commission, p. 2

The numbered responses that follow relate
to the comments set forth in the Comment Letter and the Oral Comment, which are reproduced in bold below. All references to page
numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 1 to the Information Statement, as applicable. The responses and information described below are based upon information provided
to us by the Company. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in Amendment No.
1.

Form 10-12B

General

Oral Comment: Please explain whether the Company believes
it is an “emerging growth company,” and if so, disclose that in the next filing.

The Company respectfully advises the Staff
that although it would qualify as an “emerging growth company” (“EGC”), as defined in Section 2(a)(19)
of the Securities Act of 1933, as amended (the “Securities Act”), at this time the Company does not intend to
file the Registration Statement as an EGC or take advantage of the exemptions available to an EGC. As such, the Company did not
include any EGC-related disclosure in Amendment No. 1.

 1. We note that it does not appear that you intend to register the spin-off under the Securities Act. We also note that the
spin-off includes a distribution of shares of OIN to holders of OSG Class A warrants. Please provide us with your analysis regarding
whether the spin-off constitutes a “sale” for purposes of the Securities Act, including whether the spin-off is pro
rata to the stockholders of OSG.

In Staff Legal Bulletin No. 4 (“SLB
4”), the Staff explains that a spin-off will not constitute a “sale” of securities within the meaning of
Section 2(a)(3) of the Securities Act if five conditions are met. The Company respectfully advises the Staff that those five conditions,
including that shareholders of Overseas Shipholding Group, Inc. (“OSG”) have “the same proportionate interest
in the parent and the subsidiary both before and after the spin-off,” are satisfied by OSG’s spin-off of its equity
interests in the Company.

Background

OSG issued equity securities, its Class
A common stock and warrants, through a rights offering to recapitalize itself upon its emergence from bankruptcy. In addition,
as part of its plan of reorganization, OSG issued equity securities, its Class B common stock and warrants, to holders of its then-existing
common stock that did not participate in the rights offering. Following its emergence from bankruptcy, OSG had outstanding two
classes of common stock, Class A common stock and Class B common stock, and penny warrants (the “Warrants”)
for the purchase of each. The Warrants were issued to maintain compliance with 46 U.S.C. sections 50501 and 55101 (commonly known
as the “Jones Act”) and the U.S. vessel documentation laws set forth in 46 U.S.C. section 12101, which limit
the percentage of the capital stock of companies engaged in transporting merchandise by water or by land and water either directly
or via a foreign port between points in the United States and certain of its island territories and possessions that can be owned
by non-U.S. citizens (as defined in the Jones Act) to 25%. To avoid violating that threshold, the amended and restated certificate
of incorporation (the “Certificate of Incorporation”) and the amended and restated bylaws (the “Bylaws”)
of OSG limit the percentage of non-U.S. citizens that can own its common stock to 23% of the outstanding amount. Non-U.S. citizens
that would have otherwise received shares of Class A common stock or Class B common stock received warrants to the extent necessary
to maintain compliance with OSG’s Bylaws and Certificate of Incorporation.

Ms. Laura Nicholson
 Securities and Exchange Commission, p. 3

The Warrants were designed to provide holders
with an economic interest in OSG that is, to the greatest extent possible while maintaining compliance with the Jones Act, identical
to that of holders of OSG’s common stock. OSG’s reporting to its securityholders is consistent with that approach;
consistent with the economic reality of the Warrants, the shares of common stock underlying outstanding Warrants are included when
calculating basic earnings per share. The terms of the Warrants are also consistent with that approach. The exercise price of the
Warrants is nominal and can be paid only on a net share settled basis. The Warrants for purchase of Class B common stock required
OSG to treat holders of shares of Class B common stock and Warrants equally with respect to payment of a special distribution of
a portion of proceeds received by OSG as a result of its lawsuit against Proskauer Rose LLP, less certain costs and expenses.1
Consistent with the purpose of the Warrants, they require that U.S. citizens who acquire Warrants exercise them immediately and
allow for exercises by non-U.S. citizens to the extent such exercise would not violate the thresholds set out in OSG’s Certificate
of Incorporation and Bylaws. Anti-dilution provisions in the Warrants generally provide value to Warrant holders in connection
with distributions made by OSG on its common stock that is intended to be approximately equivalent to that received by common stockholders.
Additionally, the anti-dilution provisions require that:

If, at any time after
the issuance of this Warrant but prior to the exercise hereof, [OSG] shall spin-off another Person, then [OSG] (a) shall issue
to the Warrantholder a new warrant to purchase, at the Exercise Price, or convert its new warrant into, the number of shares of
Capital Stock or other proprietary interest in the spin-off entity that the Warrantholder would have owned had the Warrantholder
exercised this Warrant immediately prior to the consummation of such spin-off and (b) shall make provision therefor in the agreement,
if any, relating to such spin-off. Such new warrant shall provide for rights and obligations which shall be as nearly equivalent
as may be practicable to the rights and obligations provided for in this Warrant. Notwithstanding the two foregoing sentences,
if any such spin-off shall relate to an entity that will not be subject to the Citizenship Rules or policies similar to the Citizenship
Policies, then in connection with such spin-off the Board of Directors shall consider in good faith whether it is possible to issue
to the Warrantholder shares of Capital Stock or other ownership interests directly in the name of such Warrantholder, and if the
Board of Directors determines in its sole discretion that it would be possible to do so without creating a material adverse effect
on such Warrantholders, then it will use reasonable efforts to provide for such direct issuance. The provisions of this Section
12(G)(a) (and any equivalent thereof in any such new warrant) shall apply to successive transactions. [emphasis added]

1
That special distribution was made and all shares of Class B common stock and Warrants to purchase Class B common stock were converted
to Class A common stock and Warrants to purchase Class A common stock, respectively, earlier this year.

Ms. Laura Nicholson
 Securities and Exchange Commission, p. 4

Following the spin-off, the Company will
not be subject to the foreign ownership restrictions of the Jones Act.

Analysis

SLB 4 states that a spin-off will not constitute
a “sale” if the following five conditions are satisfied:

 (1) the parent shareholders do not provide consideration for the spun-off shares;

 (2) the spin-off is pro-rata to the parent shareholders;

 (3) the parent provides adequate information about the spin-off and the subsidiary to its shareholders;

 (4) the parent has a valid business purpose for the spin-off; and

 (5) if the parent spins-off “restricted securities,” it has held those securities for at least two years.

1. The parent shareholders do
not provide consideration for the spun-off shares.

The holders of OSG’s common stock
and Warrants will not provide any consideration for the spun-off shares of the Company. No shareholder vote is being required or
sought in connection with the spin-off. Shares are being issued to Warrant holders in accordance with the anti-dilution provisions
of the Warrants. As a result, no investors are making an investment decision in connection with the spin-off.

2. The spin-off is pro-rata to the parent
shareholders.

The relative economic interest of each shareholder
in OSG and the Company will not change as a result of the spin-off. As noted above, the Warrants replicate in all material respects
the economic interest of shares of common stock of OSG. The exercise price of the Warrants is nominal. Because the Warrants can
be exercised only on a net share settled basis, OSG does not receive any cash proceeds on exercise of a Warrant. Holders of Class
B warrants had the same right to receive a special cash dividend as holders of shares of Class B common stock, and the Warrants
include anti-dilution provisions designed to give Warrant holders value equivalent to any distributions made by OSG on its common
stock. Consistent with the economic reality of the Warrants, OSG includes both its outstanding shares of common stock and the shares
of common stock underlying the outstanding Warrants when calculating its basic earnings per share.

Ms. Laura Nicholson
 Securities and Exchange Commission, p. 5

The staff has previously recognized that
issuing shares of a spun-off company to a warrant holder does not necessarily change the relative economic interest of equity holders
of the parent. In a no-action letter issued to Nationwide Cellular Service, Inc. (avail. August 18, 1995), the applicant issued
shares of a spun-off company to a warrant holder pursuant to the anti-dilution provisions of the warrant. Similarly to the approach
proposed by OSG, the applicant transferred to the warrant holder the number of shares they would have received if the warrant was
exercised immediately prior to the record date for the distribution. The applicant argued that, as is the case here, the economic
reality was that the spin-off constituted a pro rata distribution. The staff allowed the spin-off to proceed without registration
under the Securities Act.2

Failing to issue shares of the Company to
holders of Warrants in the spin-off would have the effect of substantially changing the proportionate economic ownership of equity
interests in the Company from that of OSG. Holders of Warrants would be effectively forced to cede value to holders of shares of
OSG’s common stock The alternative of issuing immediately exercisable net share settled penny warrants for shares of common
stock in the Company would result in the creation of an unnecessarily complex capital structure for the Company given that the
Company will not be subject to the Jones Act ownership restrictions.

3. The parent provides
adequate information about the spin-off and the subsidiary to its shareholders.

Prior to the spin-off, OSG will provide
the Information Statement to its shareholders and Warrant holders. The Information Statement describes the spin-off and substantially
complies with the disclosure requirements of Regulation 14A. Additionally, OSG currently reports the entirety of its operations
as three business segments, including two business segments that will comprise the Company: “International Crude Tankers”
and “International Product Carriers.” OSG’s Form 10-Ks and Form 10-Qs include a discussion of the results and
business of each of these two segments comparable to what the Company will be required to provide under the Securities Exchange
Act of 1934, as amended, following the spin-off.

4. The parent has a valid business
purpose for the spin-off.

The business purposes for the spin-off is
discussed on pages 8 and 44 of the Information Statement. As evidenced by our response to the third condition, the spin-off is
not being conducted for the purpose of creating a market for the Company’s securities without providing adequate disclosure.
The Company is not a development stage company and has substantial assets and operations.

2
In Nationwide Cellular, the Staff took the view that shares issued to the holder of warrants in the spin-off
would be “restricted securities” within the meaning of Rule 144 under the Securities Act. Neither the request for
a no-action letter nor the Staff’s response provides a rationale for that approach. In this case, we believe that shares
of the Company issued to Warrant holders should not be treated as restricted securities. SLB 4, which was issued subsequent to
Nationwide Cellular, states that securities issued in a spin-off that meets the five conditions discussed herein generally
will not be treated restricted securities. We acknowledge that absent registration of resales under the Securities Act, affiliates
of the Company would need to comply with all of the conditions of Rule 144 other than the holding period, or another exemption
from registration under the Securities Act, in order to resell shares of the Company.

Ms. Laura Nicholson
 Securities and Exchange Commission, p. 6

5. If the parent spins-off “restricted
securities,” it has held those securities for at least two years.

	The Company has been a wholly-owned
subsidiary of OSG since the Company was incorporated in 1999.

Exhibit 99.1

Summary, page 13

 2. Please provide a brief summary of OSG’s bankruptcy and recent emergence from bankruptcy in this section.

In response to the Staff’s comment,
the Company has revised the disclosure on page 13 of the Information Statement.

Overview, page 13

 3. We note your disclosure that through joint venture partnerships, you have ownership interests in four liquefied natural
gas carriers and two floating storage and offloading service vessels. To the extent material, please disclose in your filing the
terms of the joint venture agreements and file them as exhibits with your next amendment.

The Company respectfully advises the Staff
that upon due consideration, the Company concluded that the joint venture agreements are not material and therefore not required
to be described or filed as exhibits under Item 601(b)(10) of Regulation S-K. The Company does not control or operate any of the
joint ventures. The dividend contribution from the joint venture operating the liquefied natural gas carriers (the “