SecProbe.io

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<TEXT>
 August 25, 2025

Jeffrey D. Pribor
Chief Financial Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York. 10016

 Re: International Seaways, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 27, 2025
 File No. 001-37836
Dear Jeffrey D. Pribor:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 600 Third Avenue
 39th Floor
 New York, NY 10016
 USA
 Tel:
 Fax:

 E-mail:
 +1 212-251-1199 +1 212-251-1180

 jsmall@intlseas.com
 James D. Small III
Chief Administrative Officer,
 Senior Vice President,
Secretary & General Counsel

 July 31, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy and Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Yong
 Kim

 Mr. Karl Hiller

 Re:
 International Seaways, Inc.

 Form 10-K for the Fiscal Year Ended December 31,
 2024

 Filed February 27, 2025

 File No. 001-37836

 Dear Ms. Kim and Mr. Hiller:

 We have reviewed your letter dated July 16,
2025 (the " Comment Letter ") to Jeffrey D. Pribor, Senior Vice President and Chief Financial Officer of International
Seaways, Inc. (" INSW " or the " Company ") setting forth the comments of the staff (the " Staff ")
of the Division of Corporation Finance of the Securities and Exchange Commission (the " Commission ") on certain disclosures
made in INSW's Annual Report on Form 10-K for the year ended December 31, 2024 (the " 2024 Form 10-K ").
Set forth below are the Company's responses to the comments contained in the Comment Letter. The Staff's comments, reproduced
in bold text, are followed by responses on behalf of the Company. The responses to the Staff's comments are provided in the order
in which the comments were set out in your letter and are numbered correspondingly. Based on our review, we respond as follows:

 SEC Comment

 Financial Statements

 General, page 68

 1. We note that while you report outstanding common shares
 within the Balance Sheets on page 69, and weighted average shares utilized in the basic
 and diluted EPS computations within the Statements of Operations on page 70, you
 have not reported share activity along with the corresponding financial activity in the Statements
 of Changes in Equity on page 73, nor provided disclosures that are sufficiently focused
 on the changes impacting outstanding share balances in Note 12.

 Ms. Kim and Mr. Hiller

 July 31, 2025

 Page 2

 We also note that a reconciliation of the denominators
utilized in the EPS computations has not been provided in Note 3 on page 80, and although the numbers of dilutive instruments
are quantified, the composition is not readily apparent as would ordinarily be shown following the example in FASB ASC 260-10-55-51.

 Please revise your financial statements to clearly
disclose the changes impacting the number of shares of outstanding equity securities and to include reconciliations of the denominators
utilized in the EPS computations to comply with FASB ASC 505-1050-2 and FASB ASC 260-10-50-1. Please also discuss the
reasons that your weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both the
start and end of the period.

 INSW Response

 The Company acknowledges the Staff's comments and will revise
going forward the manner in which it discloses the changes impacting the number of shares of outstanding equity securities and the reconciliation
of the denominators utilized in the EPS computations in the notes to its financial statements in future quarterly and annual filings,
commencing with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, by:

 (a) Expanding the capital stock and stock compensation disclosures with a
 tabular presentation of the changes in shares of the Company's common stock for all
 periods reported in the financial statements. If such tabular presentation had been included
 in the 2024 Form 10-K it would have appeared as follows:

 The following table shows the changes in shares of common stock for
2024, 2023 and 2022:

 2024
 2023
 2022

 Common stock outstanding,
 beginning balances
 48,925,562
 49,120,648
 49,612,019

 Common
 stock issued - vessel acquisitions
 623,778
 -
 -

 Restricted
 common stock issued - non-executive directors
 21,818
 26,878
 41,718

 Common
 stock issued - vesting or exercise of share-based compensation
 283,537
 291,813
 668,687

 Common
 stock withheld for employee taxes
 (158,591 )
 (147,294 )
 (513,479 )

 Restricted
 common stock forfeited
 -
 -
 (557 )

 Common
 stock repurchased
 (501,646 )
 (366,483 )
 (687,740 )

 Common stock outstanding, ending
 balances
 49,194,458
 48,925,562
 49,120,648

 (b) Expanding the earnings per common share disclosures to include a tabular
 reconciliation of the denominators utilized in the EPS computations for all periods reported
 in the financial statements. If such tabular reconciliation had been included in the 2024
 Form 10-K it would have appeared as follows:

 Ms. Kim and Mr. Hiller

 July 31, 2025

 Page 3

 The components of the denominator for the calculation of basic and
diluted net income per share are as follows:

 Years
 Ended December 31,

 2024
 2023
 2022

 Weighted-average
 common shares outstanding, basic
 49,270,496
 48,978,452
 49,381,459

 Dilutive effect of stock options
 105,835
 121,545
 122,599

 Dilutive effect of performance-based
 restricted stock units
 173,858
 127,623
 142,708

 Dilutive effect of restricted
 stock units
 129,938
 201,347
 198,138

 Weighted-average common shares
 outstanding, diluted
 49,680,127
 49,428,967
 49,844,904

 Regarding the Staff's request for an explanation of the reasons
that the Company's weighted average outstanding shares measures for 2024 exceed the number of outstanding shares at both
the start and end of the period, please note the following:

 a) As noted in Note 5 on page 86, during the second quarter of
 2024, the Company issued a total of 623,778 shares in conjunction with vessel acquisitions,
 such issuances resulted in an outstanding share balance which exceeded the balance at the
 start of 2024.

 b) Subsequently, the total shares repurchased during 2024, which were
 501,646 as noted in Note 12 on page 101, took place in the third quarter of 2024. Such
 repurchases had the effect of decreasing the balance at the end of 2024 below the weighted
 average outstanding shares for the 2024 annual period.

 Ms. Kim and Mr. Hiller

 July 31, 2025

 Page 4

 SEC Comment

 Note 12 – Capital Stock and Stock Compensation, page 100

 2. We note that you provide a table on page 104
 that is prefaced with language indicating it reflects activity in both restricted common
 shares and restricted stock units, although the summations indicate the balances represent
 nonvested shares. We also note the activity includes grants, adjusted to exclude forfeitures
 of stock units, which you indicate are related to performance targets or service requirements
 that were not achieved, and are adjusted to exclude vested awards.

 Please modify
 your disclosures to clarify how this activity relates to the activity in your
 Statements of Changes in Equity on page 73 that is labeled "Forfeitures
 of vested restricted stock awards and exercised stock options" and if such activity
 has been properly identified, to describe the circumstances under which vested awards were
 forfeited. Please also revise the headers to the tables in this section where necessary to
 correspond precisely with the type of securities or instruments being measured.

 Please disaggregate
 activity pertaining to different types of securities or instruments that are presently
 combined in the summary tables, or expand your disclosures to discuss your rationale
 and views on the utility of the combined presentation.

 INSW Response

 The Company acknowledges the Staff's comment and will revise
its disclosure to caption its table as "Share-based Compensation Awards Outstanding," rather than "Nonvested Shares
Outstanding" in future annual filings.

 In addition, the Company will revise the line in the Statements of
Changes in Equity labeled "Forfeitures of vested restricted stock awards and exercised stock options" to "Common
stock withheld related to net share settlement of equity awards," which further identifies the nature of the activity that
is included in this line, in future quarterly and annual filings, commencing with the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2025.

 The difference between (i) the estimated value of the common
stock withheld from employees for the net share settlement of equity awards as disclosed on page 102 (derived by multiplying the
number of shares withheld/repurchased of 158,591, 147,294 and 513,479 by the average costs of $53.42, $44.09 and $41.79 per share, respectively),
and (ii) the amounts disclosed in the "Forfeitures of vested restricted stock awards and exercised stock options" lines
of the Statements of Changes in Equity on page 73, represents the dollar value of the common shares withheld from employees
to cover the exercise cost of their stock options. As the common shares issued at the exercise of the stock options were simultaneously
cancelled to cover the exercise cost of said options, the net impact is appropriately zero in the Statements of Changes in Equity.

 Ms. Kim and Mr. Hiller

 July 31, 2025

 Page 5

 (Dollars
 in Thousands)

 2024
 2023
 2022

 Common stock withheld related to net share settlement
 of equity awards per page 73
 $ 7,055
 $ 5,819
 $ 6,097

 Common stock withheld related to net
 share settlement of equity awards per page 102
 8,472
 6,494
 21,459

 $ (1,417 )
 $ (675 )
 $ (15,362 )

 The Company will also disaggregate activity pertaining to the different
types of share-based compensation awards in future annual reports commencing with the Company's Annual Report on Form 10-K
for the year ended December 31, 2025, as follows:

 Activity for the three years ended December 31,
 2024
 Total
 Restricted Common
 Stock
 Time-based Restricted
 Stock Units
 Performance-based
 Restricted Stock Units
 Stock Options

 Share-based Compensation Awards Outstanding at
 December 31, 2021
 1,147,947
 87,721
 125,119
 123,201
 811,906

 Grants
 515,154
 41,718
 348,846
 124,590
 -

 PRSU Adjustments for above target achievement
 16,092
 -
 -
 16,092
 -

 PRSU Cancellations for below target achievement
 -
 -
 -
 -
 -

 Forfeitures
 -
 -
 -
 -
 -

 Stock
 options exercised (1)
 (541,656 )
 -
 -
 -
 (541,656 )

 Restricted
 shares, RSUs and PRSUs Vested ($16.6 - $23.53 per share) (1)
 (216,889 )
 (80,138 )
 (62,401 )
 (74,350 )
 -

 Share-based Compensation Awards Outstanding
 at December 31, 2022
 920,648
 49,301
 411,564
 189,533
 270,250

 Grants
 132,658
 26,878
 52,890
 52,890
 -

 PRSU Adjustments for above target achievement
 16,233
 -
 -
 16,233
 -

 PRSU Cancellations for below target achievement
 (3,641 )
 -
 -
 (3,641 )
 -

 Forfeitures
 -
 -
 -
 -
 -

 Stock
 options exercised (1)
 (30,654 )
 -
 -
 -
 (30,654 )

 Restricted
 Shares, RSUs and PRSUs Vested ($19.63 - $43.05 per share) (1)
 (311,004 )
 (46,660 )
 (186,809 )
 (77,535 )
 -

 Share-based Compensation Awards Outstanding
 at December 31, 2023
 724,240
 29,519
 277,645
 177,480
 239,596

 Grants
 151,974
 21,818
 82,076
 48,080
 -

 PRSU Adjustments for above target achievement
 31,144
 -
 -
 31,144
 -

 PRSU Cancellations for below target achievement
 -
 -
 -
 -
 -

 Forfeitures
 -
 -
 -
 -
 -

 Stock
 options exercised (1)
 (65,179 )
 -
 -
 -
 (65,179 )

 Restricted
 Shares, RSUs and PRSUs Vested ($19.63 - $57.17 per share) (1)
 (330,186 )
 (33,629 )
 (140,823 )
 (155,734 )
 -

 Share-based Compensation Awards Outstanding
 at December 31, 2024
 511,993
 17,708
 218,898
 100,970
 174,417

 (1) Includes 158,591 (2024), 147,294 (2023), and 513,479 (2022) shares of
 common stock withheld to cover employee withholding taxes and the cost of options exercised
 in connection with the net settlement of restricted stock units and the exercise of stock
 options.

 Ms. Kim and Mr. Hiller

 July 31, 2025

 Page 6

 The following is a reconciliation of the total of the stock options
exercised and RSUs and PRSUs vested lines in the table above to the Common stock issued - vesting or exercise of share-based compensation
line in the roll forward of outstanding shares on page 2 of this letter:

 2024
 2023
 2022

 Stock options exercised
 and RSU and PRSUs Vested
 395,365
 341,658
 758,545

 Restricted Shares vested
 (33,629 )
 (46,660 )
 (80,138 )

 PRSUs
 vested but not issued until following year
 (155,734 )
 (77,535 )
 (74,350 )

 PRSUs
 vested in prior year, issued in current year
 77,535
 74,350
 64,630

 Common stock issued - vesting
 or exercise of share-based compensation
 283,537
 291,813
 668,687

 *	 * 	 *

 If you have any questions concerning the matters
discussed in this letter, please feel free to contact me.

 Very truly yours,

 s/ JAMES D. SMALL
 III

 James D. Small III

 cc: Jeffrey D. Pribor

 Senior Vice President and Chief Financial
Officer, International Seaways

 Lois K. Zabrocky

 President & CEO, International Seaways

 Audit Committee (International Seaways)

 Jeffrey D. Karpf

 Helena K. Grannis

 Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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 600 Third Avenue 39th Floor
 New York, New York 10016
 P: +1 212 578 1600

 July 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy and Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Yong Kim

 Mr. Karl Hiller

 Division of Corporation Finance

 Office of Energy and Transportation

 Re:
 International Seaways, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Filed February 27, 2025

 File No. 001-37836

 Dear Ms. Kim and Mr. Hiller:

 International Seaways, Inc. (the "Company")
has received the comment letter from the Staff of the Securities and Exchange Commission (the "Staff") dated July 16, 2025,
regarding the Company's Form 10-K for the fiscal year ended December 31, 2024. Pursuant to our telephone conversation with Mr. Hiller
on July 22, 2025, the Company confirms the Staff's extension of the due date to August 13, 2025 in order to have sufficient time
for compilation and review by the Company and its advisors of the responses to the Staff's comments.

 We appreciate the Staff's consideration in this
matter. Should you have any questions with respect to the above, please do not hesitate to contact me at 917-817-7804.

 Sincerely,

 /s/James I. Edelson

 Name:
 James I. Edelson

 Title:
 Head of Regulatory Affairs

 cc:
 Jeffrey D. Pribor, Chief Financial Officer

 James D. Small III, Chief Administrative Officer, General Counsel

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<TEXT>
 July 16, 2025

Jeffrey D. Pribor
Chief Financial Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York. 10016

 Re: International Seaways, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 27, 2025
 File No. 001-37836
Dear Jeffrey D. Pribor:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
General, page 68

1. We note that while you report outstanding common shares within the
Balance Sheets
 on page 69, and weighted average shares utilized in the basic and
diluted EPS
 computations within the Statements of Operations on page 70, you have
not reported
 share activity along with the corresponding financial activity in the
Statements of
 Changes in Equity on page 73, nor provided disclosures that are
sufficiently focused
 on the changes impacting outstanding share balances in Note 12.

 We also note that a reconciliation of the denominators utilized in the
EPS
 computations has not been provided in Note 3 on page 80, and although
the numbers
 of dilutive instruments are quantified, the composition is not readily
apparent as
 would ordinarily be shown following the example in FASB ASC
260-10-55-51.

 Please revise your financial statements to clearly disclose the changes
impacting the
 number of shares of outstanding equity securities and to include
reconciliations of the
 July 16, 2025
Page 2

 denominators utilized in the EPS computations to comply with FASB ASC
505-10-
 50-2 and FASB ASC 260-10-50-1. Please also discuss the reasons that your
weighted
 average outstanding shares measures for 2024 exceed the number of
outstanding
 shares at both the start and end of the period.

Note 12 - Capital Stock and Stock Compensation, page 100

2. We note that you provide a table on page 104 that is prefaced with
language
 indicating it reflects activity in both restricted common shares and
restricted stock
 units, although the summations indicate the balances represent nonvested
shares. We
 also note the activity includes grants, adjusted to exclude forfeitures
of stock units,
 which you indicate are related to performance targets or service
requirements that
 were not achieved, and are adjusted to exclude vested awards.

 Please modify your disclosures to clarify how this activity relates to
the activity in
 your Statements of Changes in Equity on page 73 that is labeled
"Forfeitures of vested
 restricted stock awards and exercised stock options" and if such
activity has been
 properly identified, to describe the circumstances under which vested
awards were
 forfeited. Please also revise the headers to the tables in this section
where necessary to
 correspond precisely with the type of securities or instruments being
measured.

 Please disaggregate activity pertaining to different types of securities
or instruments
 that are presently combined in the summary tables, or expand your
disclosures to
 discuss your rationale and views on the utility of the combined
presentation.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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CORRESP
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June 8, 2021

VIA EDGAR

Kevin Dougherty

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportatio

100 F Street, NE

Washington, DC 20549

    Re:

    International Seaways, Inc.

    Registration Statement on Form S-4

    File No. 333-255774

Dear Mr. Dougherty:

Pursuant to Rule 461 under the Securities Act
of 1933, International Seaways, Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the
 “Company”), hereby requests acceleration of the effective date of  its Registration Statement on Form S-4 (File No. 333-255774),
as amended (the “Registration Statement”). The Company hereby requests that the Registration Statement be declared effective
at 4:00 p.m. Eastern Time on June 9, 2021, or as soon thereafter as practicable.

In connection with this request for the acceleration
of the effective date of the Registration Statement, the Company acknowledges that:

(i)             should
the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)            the
action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company of its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)           the
Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

If you have any questions, please feel free to contact
Benet O’Reilly of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2746 or by email at boreilly@cgsh.com. In addition,
please notify Mr. O’Reilly when this request for acceleration has been granted.

    Very truly yours,

    INTERNATIONAL SEAWAYS, INC.

    By:
    /s/ James D. Small III           

    Name: James D. Small III

    Title: Chief Administrative Officer, Senior VP, Secretary and General Counsel

cc:     Benet
J. O’Reilly, Cleary Gottlieb Steen & Hamilton LLP

United States securities and exchange commission logo
May 12, 2021
James D. Small, III
Chief Administrative Officer, Senior VP, Secretary and General Counsel
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York 10016
Re:International Seaways, Inc.
Registration Statement on Form S-4
Filed May 5, 2021
File No. 333-255774
Dear Mr. Small:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Benet J. O’Reilly, Esq.

CORRESP
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    600 Third Avenue
    Tel:
    +1 212-251-1199
    James D. Small III

    39th Floor
    Fax:
    +1 212-251-1180
    Chief Administrative Officer,

    New York, NY 10016

    Senior Vice President,

    USA
    E-mail:
    jsmall@intlseas.com
    Secretary & General Counsel

November 2, 2018

VIA EDGAR CORRESPONDENCE

Ms. Tonya K. Aldave

Division of Corporate Finance

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: International Seaways, Inc.

Registration Statement on Form S-3 (File No. 333-227915)

Dear Ms. Aldave:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, International Seaways, Inc. (the “Company”) hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective by 4:00 pm, Eastern
Time, on Tuesday, November 6, 2018, or as soon thereafter as reasonably practicable (the “Effective Date”).

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges
that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect
to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Ms. Tonya K. Aldave

November 2, 2018

Page 2

Please contact Jeffrey D. Karpf of Cleary
Gottlieb Steen & Hamilton LLP at (212) 225-2864, counsel to the Company, if you have any questions or concerns regarding this
matter.

    Very truly yours,

    International Seaways, Inc.

    By:
    /s/ James D. Small III

    Name:
    James D. Small III

    Title:
    Chief Administrative Officer,

Senior Vice President, Secretary and

General Counsel

 cc: Lois K. Zabrocky

International Seaways, Inc.

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

Marc Rotter

Cleary Gottlieb Steen & Hamilton LLP

October 31, 2018
Lois K. Zabrocky
Chief Executive Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016
Re:International Seaways, Inc.
Registration Statement on Form S-3
Filed October 19, 2018
File No. 333-227915
Dear Ms. Zabrocky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Jeffrey D. Karpf, Esq.

CORRESP
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        600 Third Avenue

        39th Floor

        New York, NY 10016

        USA

        Tel:  +1 212-251-1199

        Fax:  +1 212-251-1180

        E-mail: jsmall@intlseas.com

        James D. Small III

        Chief Administrative Officer,

        Senior Vice President,

Secretary & General
Counsel

August 29, 2018

VIA EDGAR CORRESPONDENCE

Ms. Sonia Bednarowski

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    International Seaways, Inc.

    Registration Statement on Form S-3 (File No. 333-226946)

Dear Ms. Bednarowski:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, International Seaways, Inc. (the “Company”) hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-3, as amended, be accelerated so that it will be declared effective by
4:00 pm, Eastern Time, on Thursday, August 30, 2018, or as soon thereafter as reasonably practicable (the “Effective Date”).

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges
that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect
to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Ms. Laura Nicholson

August 29, 2018

Page 2

Please contact Jeffrey D. Karpf of Cleary
Gottlieb Steen & Hamilton LLP at (212) 225-2864, counsel to the Company, if you have any questions or concerns regarding this
matter.

    Very truly yours,

    International Seaways, Inc.

    By:
    /s/ James D. Small III

    Name:
    James D. Small III

    Title:
    Chief Administrative Officer, Senior Vice President, Secretary and General
    Counsel

    cc:
    Lois K. Zabrocky

    International Seaways, Inc.

    Jeffrey D. Karpf, Esq.

    Marc Rotter, Esq.

    Cleary Gottlieb Steen & Hamilton LLP

August 24, 2018
Lois Zabrocky
Chief Executive Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016
Re:International Seaways, Inc.
Registration Statement on Form S-3
Filed August 20, 2018
File No. 333-226946
Dear Ms. Zabrocky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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    600 Third Avenue
    Tel: +1 212-251-1199

    James D. Small III

    39th Floor
    Fax: +1 212-251-1180

    Chief Administrative Officer,

    New York, NY 10016

    Senior Vice President,

    USA
    E-mail:  jsmall@intlseas.com

    Secretary & General Counsel

May 17, 2018

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: International Seaways, Inc.

Registration Statement on Form S-3 (File No. 333-224313)

Dear Ms. Nicholson:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, International Seaways, Inc. (the “Company”) hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-3, as amended, be accelerated so that it will be declared effective by
4:00 pm, Eastern Time, on Monday, May 21, 2018, or as soon thereafter as reasonably practicable (the “Effective Date”).

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges
that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect
to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Ms. Laura Nicholson

May 17, 2018

Page 2

Please contact Jeffrey D. Karpf of Cleary
Gottlieb Steen & Hamilton LLP at (212) 225-2864, counsel to the Company, if you have any questions or concerns regarding this
matter.

    Very truly yours,

    International Seaways, Inc.

    By:
     /s/ James D. Small III

    Name:
    James D. Small III

    Title:
    Chief Administrative Officer, Secretary and General Counsel

 cc: Lois K. Zabrocky

International Seaways, Inc.

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

Marc Rotter

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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        600 Third Avenue

        39th Floor

        New York, NY 10016

        USA

        Tel:  +1 212-251-1199

        Fax:  +1 212-251-1180

        E-mail: jsmall@intlseas.com

        James D. Small III

        Chief Administrative Officer,

        Senior Vice President, 		Secretary & General
Counsel

May 14, 2018

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    International Seaways, Inc.

    Amendment No. 1 to Registration Statement on Form S-3

    Filed April 17, 2018

    Registration No. 333-224313

Dear Ms. Nicholson:

On behalf of International Seaways, 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 May 7, 2018 (the “Comment
Letter”), with respect to the above-referenced Registration Statement on Form S-3 filed on April 17, 2018 (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 reflects the changes made in response to the Comment Letter 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, is being submitted supplementally for the convenience of the Staff.

Ms. Laura Nicholson

May 14, 2018

Page 2

The numbered responses that follow relate
to the comments set forth in the Comment Letter, 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, as applicable.
Capitalized terms used herein but not otherwise defined have the meanings assigned to them in Amendment No. 1.

Cover Page

 1. Please refer to footnote 1. We note your disclosure that “[s]ecurities registered hereunder may be sold separately,
together or as units with other securities registered hereunder.” Please revise the registration statement to register the
offering of units, revise the prospectus throughout, as applicable, and file the required opinions of counsel with respect to the
units. Alternatively, please confirm that you will not be offering any units and revise this footnote accordingly.

The Company will not be offering any units and has
deleted the reference to units in footnote 1 to the table titled “Calculation of the Registration Fee.”

Description of Preferred Stock, page
15

 2. We note your disclosure in the first paragraph that no preferred stock is outstanding. We also note your reference to identifying
selling security holders in a prospectus supplement. Please delete such reference as you do not appear to comply with the requirements
of Rule 430B(b)(2) of the Securities Act of 1933 or, alternatively, please advise.

The Company has deleted the reference
to identifying selling security holders in a prospectus supplement on page 15 of Amendment No. 1.

If you have any questions concerning the
matters discussed in this letter, please feel free to contact me.

    Very truly yours,

    /s/ James D. Small III

    James D. Small III

    cc:
    Lois K. Zabrocky

President & CEO, International Seaways

    Jeffrey D. Pribor

Senior Vice President and Chief Financial
Officer

    Jeffrey D. Karpf

Cleary Gottlieb Steen &
Hamilton

May 7, 2018
Lois Zabrocky
Chief Executive Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016
Re:International Seaways, Inc.
Registration Statement on Form S-3
Filed April 17, 2018
File No. 333-224313
Dear Mr. Zabrocky:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed April 17, 2018
Cover Page
1.Please refer to footnote 1.  We note your disclosure that "[s]ecurities registered hereunder
may be sold separately, together or as units with other securities registered hereunder."
Please revise the registration statement to register the offering of units, revise the
prospectus throughout, as applicable, and file the required opinions of counsel with
respect to the units.  Alternatively, please confirm that you will not be offering any units
and revise this footnote accordingly.

 FirstName LastNameLois Zabrocky
 Comapany NameInternational Seaways, Inc.
 May 7, 2018 Page 2
 FirstName LastName
Lois Zabrocky
International Seaways, Inc.
May 7, 2018
Page 2
Description of Preferred Stock, page 15
2.We note your disclosure in the first paragraph that no preferred stock is outstanding.  We
also note your reference to identifying selling security holders in a prospectus
supplement.  Please delete such reference as you do not appear to comply with the
requirements of Rule 430B(b)(2) of the Securities Act of 1933 or, alternatively, please
advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Donald E. Field at (202) 551-3680 or Laura Nicholson at (202) 551-
3584 with any questions.
Division of Corporation Finance
Office of Transportation and Leisure

December 22 , 2017

Via E -mail
Lois K. Zabrocky
President and Chief Executive Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York 10016

 Re: International Seaways, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2016
  Filed March 31, 2017
  File No. 1-37836
Dear Ms. Zabrocky:
 We refer you to our comment letter dated November 15, 2017, regarding business
contacts with Sudan and Syria.   We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

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INTERNATIONAL

SEAWAYS, INC.

600 Third Avenue

39th Floor

New York, NY 10016

USA

Tel:     +1 212-251-1199

Fax:    +1 212-251-1180

Cell:    +1 917-703-1530

E-mail:  jsmall@intlseas.com

James D. Small III

Chief Administrative Officer,

Senior Vice President,

Secretary & General Counsel

December 12, 2017

Cecelia Blye, Chief

Office of Global Security Risk

 Division of Corporation Finance

United States Securities and Exchange Commission

 Washington, DC  20549-7010

RE:

International Seaways, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed March 31, 2017

 File No. 1-37836

Dear Ms. Blye:

We have reviewed your letter dated November 15, 2017 (the "Comment Letter") to Lois K. Zabrocky, President and Chief Executive Officer of International Seaways, Inc. ("INSW" or the "Company") setting forth the request of the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") for supplemental information to better understand certain disclosures made in INSW's Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K").  Set forth below are the Company's responses to the comments contained in the Comment Letter.  The Staff's comments, reproduced in bold text, are followed by responses on behalf of the Company.  The responses to the Staff's comments are provided in the order in which the comments were set out in your letter and are numbered correspondingly. Based on our review, we respond as follows:

SEC Comment

Risk Factors

The Company's vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S. government, the U.N. or the E.U., which could negatively affect the trading price of the Company's common shares, page 29.

1. You state that from time to time, your vessels "have called and may again call" on ports located in countries identified as state sponsors of terrorism, and/or operated by sanctioned persons. Sudan and Syria are designated as state sponsors of terrorism by the U.S. Department of State and are subject to U.S. economic sanctions and/or export controls. You do not include disclosure about contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through subsidiaries, joint ventures, charterers, pool managers or other direct or indirect arrangements, since Overseas Shipholding Group, Inc.'s letter to us dated January 17, 2014. You should describe any goods or services you have provided into Sudan or Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments or those countries or entities they control.

INSW Response

1. As noted in your comment, Overseas Shipholding Group, Inc. ("OSG") sent to you a letter dated January 17, 2014 (the "2014 Response") in which OSG provided, among other information, updated information concerning OSG's contacts with Sudan and Syria through January 17, 2014 (the "2014 Response Date").  This letter supplements the 2014 Response with respect to Sudan and Syria.

Since the 2014 Response Date, no INSW vessel has called on ports in Sudan or Syria.

 Since the 2014 Response Date, INSW has had no contacts with Sudan or Syria and does not anticipate contacts with such countries, whether through subsidiaries, affiliates, charterers or other direct or indirect arrangements, except to the extent that U.S. sanctions regimes permit such contacts.  INSW has had no agreements, commercial arrangements or other contacts with the governments of Sudan or Syria, or entities controlled by the government of any of these countries, since the 2014 Response Date.

In response to the Staff's inquiry regarding potential contact by pool managers with Syria or Sudan, INSW contacted the managers of each of the eight commercial pools that currently provide commercial management services in respect of certain of the Company's vessels.  Only one of those pools is a U.S. entity, and INSW does not have a controlling stake in any of the pools in which it participates.  The pool managers do not in the ordinary course of business provide to INSW information about individual voyages of INSW vessels contributed to a pool.  However, in response to our questions each of those pool managers confirmed that INSW's vessels have not made calls in Sudan or Syria since the 2014 Response Date.

Similarly, while the pools do not, in the ordinary course, disclose specific commercial information about vessels owned by other pool participants, upon on our request for information regarding any such voyages that may have occurred during periods in which we participated in the respective pools, we were advised that, during such periods, (1) in February 2016, one of the pools in which we participate ("Pool 1") chartered a non-INSW vessel to a third party that delivered palm oil (a food product) to Sudan and (2) another of the pools in which we participate ("Pool 2") chartered four non-INSW vessels to third parties during the period from 2015-2017, which delivered (a) in November 2015, gasoil to Sudan, (b) in October 2016, sunflower oil (a food product) to Sudan, (c) in August 2017, fuel oil to Sudan, and (d) in September 2017, sunflower oil to Sudan.  Pool 1 derived revenues of less than $150,000 in 2016, while Pool 2 derived revenues of approximately $678,000 in 2015, $143,000 in 2016 and $742,000 (in aggregate) in 2017 (to date) from these voyages.  In each case, INSW's indirectly derived portion of revenue distributed by the pool pursuant to the relevant pool agreement would have been a smaller percentage of the aggregate revenues derived from such voyages, as INSW's vessels represent only 60% of the vessels managed by Pool 1 and fewer than 5% of the vessels managed by Pool 2.  Neither Pool 1 nor Pool 2 is a U.S. entity.

As a result of this absence of contacts with Sudan and Syria, INSW made no specific references to these countries in its risk factor disclosure in the 2016 Form 10-K relating to countries subject to restrictions imposed by the U.S. government.

SEC Comment

2. Please tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period.

INSW Response

2. As noted above, INSW had no direct contacts with Sudan or Syria since the 2014 Response Date.  INSW did not directly or indirectly derive any revenues associated with Syria in that period, and indirectly derived revenues representing less than 0.1% of the Company's 2015, 2016 and 2017 (to date) revenues, respectively, from the voyages described above.

* * *

INSW acknowledges that:

·

INSW is responsible for the adequacy and accuracy of the disclosures in its filings with the Commission;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

INSW may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the matters discussed in this letter, please feel free to contact me.

Very truly yours,

/s/James D. Small III

James D. Small III

cc:  Anne Nguyen Parker

        Assistant Director, Division of Corporation Finance

      Lois K. Zabrocky

President & CEO, International Seaways

Audit Committee (International Seaways)

Daniel E. Waltz

Squire Patton Boggs LLP

Jeffrey D. Karpf

Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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600 Third Avenue

39th Floor

New York, NY 10016

USA

Tel:   +1 212-251-1199

Fax:  +1 212-251-1180

Cell:  +1 917-703-1530

E-mail:  jsmall@intlseas.com

James D. Small III

Chief Administrative Officer,

Senior Vice President,

Secretary & General Counsel

November 28, 2017

Cecelia Blye, Chief

 Office of Global Security Risk

Pradip Bhaumik, Special Counsel

 Division of Corporation Finance

Securities and Exchange Commission

 Washington, DC  20549-7010

RE:

International Seaways, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed March 31, 2017

 File No. 1-37836

Dear Ms. Blye and Mr. Bhaumik:

By letter dated November 15, 2017, the staff of the Securities and Exchange Commission (the Staff") provided certain comments on the Exchange Act filings of International Seaways, Inc. (the "Company") referenced above.

Due to internal workloads and the timing of this year's Thanksgiving holiday, the Company requires additional time to collect and analyze the information required to respond to such comment letter.  Accordingly, the Company requests leave to file its response via EDGAR on or before December 14, 2017, representing an extension of 10 business days from the original deadline.

We very much appreciate the Staff's accommodation and thank you for your understanding.

Should you require any additional information with regard to this matter, please do not hesitate to contact me at (212) 251-1199.

Very truly yours,

/s/James D. Small III

James D. Small III

November 1 5, 2017

Via E -mail
Lois K. Zabrocky
President  and Chief Executive Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York 10016

 Re: International Seaways, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2016
  Filed March 31 , 2017
  File No. 1-37836
Dear Ms. Zabrocky :
We have limited our review of your filing to your contacts with countries that have  been
identified as state sponsor s of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with informa tion so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to y our facts and circumstances, please tell us why in your response.

After reviewing the information  you provide in response to these  comment s, we may
have additional comments.

The Company’s vessels may be directed to call on ports located in countries th at are subject to
restrictions imposed by the U.S. government, the U.N. or the E.U., which could negatively affect
the trading price of the Company’s common shares, page 29.

1. You state that from time to time, your vessels “have called and may again call” on ports
located in countries identified as state sponsors of terrorism, and/or operated by
sanctioned persons.  Sudan and Syria are designated as state sponsors of terrorism by the
U.S. Department of State and are subject to U.S. economic sanctions and /or export
controls.   You do not include disclosure about contacts with Sudan or Syria.  Please
describe to us the nature and extent of any past, current and anticipated contacts with
Sudan and Syria, whether throug h subsidiaries, joint ventures, charterers,  pool managers
or other direct or indirect arrangements , since Overseas Shipholding Group, Inc.’s letter
to us dated January 17, 2014 .  You should descri be any goods or services you have
provided into Sudan or Syria, directly or indirectly, and any agreemen ts, arrangements or

Lois K. Zabrocky
International Seaways, Inc.
November 1 5, 2017
Page 2

 other contacts you have had with the governments of those countries  or entities they
control.

2. Please tell us the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and  the subsequent interim
period.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Anne  Nguyen Parker
  Assistant Director
 Division of Corporation Finance

Mail Stop 3561
November 10 , 2016

Ian T. Blackley
Chief Financial Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016

Re: International Seaways, Inc.
Registration Statement on Form 10-12B
Filed July 15, 2016
  File No. 001 -37836

Dear Mr. Blackley :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Jeffrey D. Karpf, Esq.
 Cleary Gottlieb Steen & Hamilton LLP

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International Seaways, Inc.

600 Third Avenue, 39th Floor

New York, New York 10016

November 9, 2016

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    International Seaways, Inc. (f/k/a OSG International, Inc.)

    Registration Statement on Form 10-12B (File No. 001-37836)

Dear Ms. Nicholson:

Pursuant to Rule 12d1-2 promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), International Seaways, Inc. (the “Company”),
hereby requests that the effectiveness of the Company’s above-referenced Registration Statement on Form 10, as amended (the
“Registration Statement”), be accelerated to 5:00 p.m., Eastern Time, on November 10, 2016, or as soon thereafter as
practicable.

In accordance with Rule 12d1-2
promulgated under the Exchange Act, the reasons for this request are as follows: (i) the board of directors of Overseas
Shipholding Group, Inc. (“OSG”), the Company’s parent company, has set (a) the record date for the spin-off
of the Company, November 18, 2016, (b) the distribution date for the spin-off, November 30, 2016, and (c) the distribution
ratio for the spin-off; and (ii) OSG and the Company wish to immediately commence the process of printing and mailing the
Information Statement, which is an exhibit to the Registration Statement.

Please contact Jeffrey D. Karpf of Cleary
Gottlieb Steen & Hamilton LLP at (212) 225-2864, counsel to the Company, if you have any questions or concerns regarding this
matter. In addition, please notify Mr. Karpf when this request for acceleration has been granted.

    Very truly yours,

    International Seaways, Inc.

    By:
       /s/ James D. Small III

    Name:      James D. Small III

    Title:     Senior Vice President and Secretary

    cc:
    Jeffrey D. Karpf, Esq

           Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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November 4, 2016

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: International Seaways, Inc. (f/k/a OSG International,
Inc.)

Amendment No. 2 to Registration Statement on Form 10-12B

Filed October 21, 2016

File No. 001-37836

Dear Ms. Nicholson:

On behalf of International Seaways, Inc. (f/k/a
OSG International, Inc.)1 (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 November 2, 2016 (the “Comment Letter”), with respect
to the above-referenced Amendment No. 2 to Registration Statement on Form 10-12B filed on October 21, 2016 (the “Registration
Statement”).

The Company has filed with the Commission today
a pre-effective Amendment No. 4 (“Amendment No. 4”) to the Registration Statement, together with this letter,
via EDGAR. Amendment No. 4 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. 4, which shows changes from the Registration Statement, is being submitted supplementally
for the convenience of the Staff.

1
The Company changed its name effective October 5, 2016, in connection with the anticipated spin-off.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 2

The numbered responses that follow relate to
the comments set forth in the Comment Letter, 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. 4 or 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. 4.

Form 10-12B

Exhibits

 1. Please file the employment agreements with your executive officers.

In response to the Staff’s comment, the
Company has filed the employment agreements as exhibits 10.8, 10.12, 10.17 and 10.19 to the Registration Statement.

 2. Please file all schedules and attachments to the employee matters agreement filed as Exhibit 10.7, and the form of transition
services agreement filed as Exhibit 10.10.

The Company respectfully advises the staff that
the schedules and attachments to the form of employee matters agreement and form of transition services agreement are incomplete
and remain the subject of ongoing revision and negotiation. The Company expects that those schedules and attachments will continue
to be negotiated and revised until the agreements are executed on or shortly before the Distribution Date.

The Company undertakes to file full and complete
copies of the final employee matters agreement and transition services agreement as exhibits to a Form 8-K on or about the Distribution
Date in accordance with the rules adopted by the Commission.

Exhibit 99.1

Summary, page 13

Emerging Growth Company Status, page 20

 3. We note that in response to our prior comment 1 you have added disclosure on page 20 that states that you have “irrevocably
elected not to take advantage” of exemptions related to your status as an emerging growth company. Please revise to clarify
whether you are choosing not to take advantage of the extended transition period provided in Section 102(b) of the Jumpstart Our
Business Startups Act of 2012 for complying with new or revised accounting standards, and please tell us why you believe your election
not to take advantage of other exemptions related to your status as an emerging growth company is irrevocable.

In response to the Staff’s comment, the
Company has revised the disclosure on page 20 of the Information Statement.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 3

Compensation Discussion and Analysis, page 108

 4. We note your references to “ESO” as a performance measure for certain awards. Please revise to define such term.

In response to the Staff’s comment, the
Company has revised the disclosure on page 117 of the Information Statement.

Certain Relationships and Transactions with Related Persons,
Affiliates and Affiliated Entities, page 131

 5. We note your disclosure on page 131 that “all of the assets of the OSG Business not already owned by OSG and owned
by INSW prior to the Distribution will be transferred to us.” Please revise to clarify the meaning of such statement, as
it suggests that the registrant would continue OSG’s U.S. Flag fleet and Jones Act operations.

In response to the Staff’s comment, the
Company has revised the disclosure on page 139 of the Information Statement.

Transition Services Agreement, page 133

 6. Please revise to disclose the term of the Transition Services Agreement.

In response to the Staff’s comment, the
Company has revised the disclosure on page 142 of the Information Statement.

 7. Please disclose the approximate dollar value of the amounts to be paid between the registrant and Overseas Shipholding Group,
Inc. under the Transition Services Agreement. See Item 404(a)(3) of Regulation S-K.

In response to the Staff’s comment, the
Company has revised the disclosure on page 142 of the Information Statement.

Index to Financial Statements, page F-1

Note 16: Subsequent Events, page F-77

 8. We note per the “Recent Developments” section on page 64 that you determined that events and changes in circumstances
that have occurred since June 30, 2016 indicate that the carrying amount of the vessels in the INSW fleet may not be recoverable,
and that you expect to recognize an impairment charge. Please disclose this as a subsequent event in your June 30, 2016 financial
statements pursuant to ASC 855-10-50-2.

In response to the Staff’s comment, the
Company has revised the disclosure on pages F-79 to F-80 of the Information Statement.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 4

Please direct any comments or questions regarding
the Registration Statement or this letter to the undersigned at (212) 225-2864 or Marc B. Rotter at (212) 225-2099.

    Very truly yours,

    By:
    /s/ Jeffrey D. Karpf, Esq.

    Jeffrey D. Karpf, Esq.

 cc: Lois K. Zabrocky

International Seaways, Inc.

James D. Small, Esq.

Overseas Shipholding Group, Inc.
/ International Seaways, Inc.

Alison McNerney

PricewaterhouseCoopers LLP

Mail Stop 3561
November 2 , 2016

Ian T. Blackley
Chief Financial Officer
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016

Re: International Seaways, Inc.
Amendment No. 2 to Registration Statement on Form 10-12B
Filed October 21 , 2016
  File No. 001-37836

Dear Mr. Blackley :

We have reviewed your amended filing an d have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.   Unless we note otherwise, our references to prior
comments are to comments in our September 30 , 2016 letter .

Form 10 -12B

Exhibits

1. Please file the employment agreements with your executive officers.

2. Please file all schedules and attachments to the employee matters agreement filed as
Exhibit 10.7, and the form of transition services agreement filed as Exhibit 10.10.

Ian T. Blackley
International Seaways, Inc.
November 2 , 2016
Page 2

 Exhibit 99.1

Summary,  page 13

Emerging Growth Company Status, page 20

3. We note that in response to our prior comment 1 you have added disclosure on page 20
that states that you have “irrevocably elected not to take advantage” of exemptions
related to your status as an emerging growth company.   Please revise to clarify whethe r
you are choosing not to take advantage of the extended transition period provided in
Section 102(b)  of the Jumpstart Our Business Startup s Act of 2012 for complying with
new or revised accounting standards, and please tell us why you believe your electio n not
to take advantage of other exemptions related to your status as an emerging growth
company is irrevocable.

Compensation Discussion and Analysis, page 108

4. We note your references to “ESO ” as a performance measure for certain awards.  Please
revise to define such term.

Certain Relationships and Transactions with Related Persons, Affiliates and Affiliated Entities ,
page 131

5. We note your disclosure on page 131 that “all of the assets of the  OSG Business not
already owned by OSG and owned by INSW prior to the  Distribution will be transferred
to us .”  Please revise to clarify the meaning of such statement , as it suggests that the
registrant would continue OSG’s U.S. Flag fleet and Jones Act op erations .

Transition Services Agreement, 133

6. Please revise to disclose the term of the Transition Services Agreement.

7. Please disclose the approxim ate dollar value of the amounts to be paid between the
registrant and Overseas Shipholding Group, Inc. under the Transition Services
Agreement.   See Item 404(a)(3) of Regulation S -K.

Index to Financial Statements, page F -1

Note 16:   Subsequent Events, pa ge F-77

8. We note per the “Recent Developments” section on page 64 that you determined that
events and changes in circumstances that have occurred since June 30, 2016 indicate that
the carrying amount of the vessels in the INSW fleet may not be recoverable,  and that
you expect to recognize an impairment charge.   Please disclose this as a subsequent event
in your June 30, 2016 financial statements pursuant to ASC 855 -10-50-2.

Ian T. Blackley
International Seaways, Inc.
November 2 , 2016
Page 3

You may contact Theresa Brillant  at (202) 551 -3307  or Lyn Shenk  at (202) 551 -3380  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski  at (202) 551 -3666  or me at (202) 551 -3584  with any other questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Tra nsportation and Leisure

cc: Jeffrey D. Karpf, Esq.
 Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
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October 21, 2016

VIA EDGAR CORRESPONDENCE

Ms. Laura Nicholson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: International Seaways, Inc. (f/k/a OSG International,
Inc.)

Amendment No. 1 to Registration Statement on Form
10-12B

Filed September 15, 2016

File No. 001-37836

Dear Ms. Nicholson:

On behalf of International Seaways, Inc.
(f/k/a OSG International, Inc.1 (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 September 30, 2016 (the “Comment
Letter”), with respect to the above-referenced Amendment No. 1 to Registration Statement on Form 10-12B filed on September
15, 2016 (the “Registration Statement”).

The Company has filed with the Commission
today a pre-effective Amendment No. 2 (“Amendment No. 2”) to the Registration Statement, together with this
letter, via EDGAR. Amendment No. 2 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. 2, which shows changes from the Registration Statement, is being submitted supplementally
for the convenience of the Staff.

1
The Company changed its name effective October 5, 2016, in connection with the anticipated spin-off.

Cleary Gottlieb
Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 2

The numbered responses that follow relate
to the comments set forth in the Comment Letter, 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. 2 or 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. 2.

Exhibit 99.1

General

 1. We note your statement in your response letter that you qualify as an emerging growth company. Please disclose this information
in your registration statement.

In response to the Staff’s comment,
the Company has revised the disclosure on page 20 of the Information Statement. The Company notes that it does not intend to
take advantage of any benefits offered by such status.

Business, page 56

 2. We note your response to our prior comment 9 and reissue in part. Please expand your discussion of the six commercial pools
and the material terms of the pooling agreements, including how the revenues are allocated among the members of the pool.

In response to the Staff’s comment,
the Company has revised the disclosure on page 65 of the Information Statement.

Joint Ventures, page 61

 3. We note your response to our prior comment 3 and reissue in part. Please provide further support for your belief that the
joint venture agreement with Euronav NV regarding the floating storage and offloading vehicles is not material and therefore not
required to be filed under Item 601(b)(10) of Regulation S-K. As part of your response please clarify how the expiration of the
service contracts impacts the materiality of such joint venture agreement and the requirement to file the joint venture agreement
under Item 601(b)(10). Alternatively, please file the joint venture agreement as an exhibit with your next amendment.

The Company respectfully advises the staff
that its joint venture arrangements with Euronav NV (“Euronav”) regarding the floating storage and offloading
vehicles (the “FSO JV”) exist for the limited purpose of performing vessel operations under the service contracts.
That limited purpose is reflected in each of the FSO JV agreements,2
which each include a provision narrowly defining the business of the FSO JV as “the ownership and operation of the FSO in
accordance with the FSO Contract.” The FSO JV agreements each provide that upon the termination of the relevant service contract
the FSO JV will terminate and each vessel will be transferred back to its former owner for nominal consideration. The expiration
of the service contracts in the short term (on July 21, 2017 and September 21, 2017, respectively) and either the resulting termination
of the FSO JV or the need to negotiate entirely new service contracts with a new counterparty substantially limits the value of
the existing arrangements to the Company.

2
The FSO JV includes two vessels, one formerly owned by the Company and the other by Euronav. As is typical in the shipping industry,
each vessel is owned by a separate legal entity. The two legal entities that constitute the FSO JV are governed by substantially
identical joint venture agreements.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 3

The Company does not expect to receive any
additional cash distributions from the FSO JV (unless it is renewed, in which case distributions will be determined by the new
arrangement) in order to allow the FSO JV to build up cash needed to repay its debts upon termination of the service contracts.
Additionally, the Company’s remaining obligations under the FSO JV agreements are limited. Its primary obligations are to
appoint three members to each of the FSO JVs’ six-member board of directors and to make capital contributions in certain
circumstances. The Company has not been required to make a capital contribution in the past five years and does not anticipate
that it will be required to do so prior to the expiration of the current JV agreements. The Company’s guarantees of the FSO
JV’s debt and its performance guarantees with respect to the service contracts are not documented in the FSO JV agreements.
As noted in our prior response, the financial guarantees are immaterial in amount and the Company believes that the likelihood
it would have to make any payments under those guarantees is remote. The Company similarly believes that the possibility that it
will have to satisfy any obligations under the performance guarantees is remote.

In addition, the Company notes that the
FSO service contracts are ordinary-course commercial contracts. The Company believes that it is not substantially dependent on any of the JV service contracts in isolation, nor is it dependent
on the JVs collectively. The Company owns or operates a total of 55 vessels; as disclosed
in the Form 10, six of these are owned/operated through joint ventures. The Company (and its current parent company, Overseas Shipholding
Group, Inc.) evaluates from time to time whether to participate in a variety of different vessel chartering arrangements pursuant
to which it provides services to counterparties, which have historically included charters-out, participations in pools, joint
ventures, sale-and-leaseback arrangements, and transfers of ownership to separate companies in which an ownership stake is retained.

While the Company does not believe that
the FSO JV agreements are material, we have revised the risk factor on page 29 of the Information Statement to highlight that
the existing FSO JV will be terminated unless a new commercial arrangement with entirely new terms governing all of the operations
of the FSO JV is reached with a new counterparty.

Ms. Laura Nicholson

Securities and Exchange Commission, p. 4

Please direct any comments or questions
regarding the Registration Statement or this letter to the undersigned at (212) 225-2864 or Marc B. Rotter at (212) 225-2099.

    Very truly yours,

    By:
    /s/ Jeffrey D. Karpf, Esq.

    Jeffrey D. Karpf, Esq.

 cc: Lois K. Zabrocky

International Seaways, Inc.

James D. Small, Esq.

Overseas Shipholding Group, Inc.
/ International Seaways, Inc.

Alison McNerney

PricewaterhouseCoopers LLP

Mail Stop 3561
September  30, 2016

Ian T. Blackley
Chief Financial Officer
OSG International, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016

Re: OSG International, Inc.
Amendment No. 1 to Registration Statement on Form 10-12B
Filed September 15 , 2016
  File No. 001-37836

Dear Mr. Blackley :

We have reviewed your amended filing an d have the following comments.  In some of
our comments, we may ask you to provide us with  information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.   Unless we note otherwise, our references to prior
comments are to comments in our August 11, 2016 letter .

Exhibit 99.1

General

1. We note your statement in your response letter that you qualify as an emerging growth
company.  Please disclose this information in your registration statement .

Business, page 56

2. We note your respons e to our prior comment 9 and reissue in part.  Please expand your
discussion of the six commercial pools and the material terms of the pooling agreements,
including how the revenues are allocate d among the members of the pool.

Ian T. Blackley
OSG International, Inc.
September 30 , 2016
Page 2

 Joint Vent ures, page 61

3. We note your response to our prior comment 3 and reissue in part.  Please provide further
support for your belief that the joint venture agreement with Euronav NV regarding the
floating storage and offloading vehicles is not material and the refore not required to be
filed under Item 601(b)(10) of Regulation S -K.  As part of your response please clarify
how the expiration of the service contracts impacts the materiality of such joint venture
agreement and the requirement to file the joint vent ure agreement under Item 601(b)(10).
Alternatively, please file the joint venture agreement as an exhibit with your next
amendment.

You may contact Theresa Brillant  at (202) 551 -3307  or Lyn Shenk  at (202) 551 -3380  if
you have questions regarding comments  on the financial statements and related matters.  Please
contact Sonia Bednarowski  at (202) 551 -3666  or me at (202) 551 -3584  with any other questions.

Sincerely,

/s/ Laura Nicholson

 Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Jeffrey D.  Karpf, Esq.
 Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

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 “

Mail Stop 3561
August 11, 2016

Ian T. Blackley
Chief Financial Officer
OSG International, Inc.
600 Third Avenue, 39th Floor
New York, NY 10016

Re: OSG International, Inc.
Registration Statement on Form 10-12B
Filed July 15, 2016
  File No. 001 -37836

Dear Mr. Blackley :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Form 10 -12B

General

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 purpo ses of the Securities Act, including
whether the spin -off is pro rata to the stockholders of OSG.

Ian T. Blackley
OSG International, Inc.
August 11, 2016
Page 2

 Exhibit 99.1

Summary, page 13

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

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 te rms of the
joint venture agreements and file them as exhibits with your next amendment.

Strengths, page 14

4. We note your disclosure on page 14 that your competitive strengths “enable [you] to
consistently generate cash flows across market cycles.”  Please  revise to clarify such
disclosure, given the disclosure in your table on page 53 that shows a history of
decreasing annual shipping revenues, net losses, and net cash used in operating activities.

Risk Factors, page 21

5. We note your disclosure on page 43 that consideration should be given to various factors
when reviewing forward -looking statements, including “the impact that a British exit
from the E.U. might have on global trading parties.”  However, we note that you have not
provided related risk fac tor disclosure.  Please advise as to whether this presents a
material risk to you.

Risks Related to Our Industry, page 21

OIN conducts its operations internationally, page 24

6. We note your disclosure that labor rules and collective bargaining arrangeme nts in non -
U.S. jurisdictions have the potential to have a material adverse effect on your business.  If
material, please disclose here how many of your employees are subject to collective
bargaining arrangements.

The Spin -Off, page 44

Purpose of the Spin -Off, page 44

7. We note that the discussion of the factors that the OSG board considered related to the
spin-off does not include a discussion of the alternative to merge OIN with another

Ian T. Blackley
OSG International, Inc.
August 11, 2016
Page 3

 company.  In that regard, we note Mr. Blackley’s statements during the  earnings call on
March 1, 2016 that OSG’s preference would be to merge OIN with another tanker
company to provide a vehicle with significantly greater liquidity and scale as OIN is
smaller than OSG would like it to be as a standalone.  Please revise to ad dress such
considerations, or tell us why you do not believe such information is material.

Certain U.S. Federal Income Tax Consequences of the Distribution, page 47

8. We note your disclosure on page 47 that “[t]his summary is for general information only ”
and “does not address all possible tax cons iderations  that may be material . . . to a
holder.”  Please clarify, if true, that this section addresses the material tax consequences
of the transaction.  In addition, please revise the statement that the tax summary is “for
general information only” to remove the implication that investors are not entitled to rely
on the disclosure in this section .

Business, page 56

9. Please expand your discussion regarding the six commercial pools in which you
participate, including the size of each pool and the material terms of your pooling
agreements, including how the revenues are allocated among the members of the pool
and how your “fleet maintains full vetting approvals.”

Strengths, page 56

Leading operator of International Flag vessels, page 56

10. We note your disclosure that the weighted -average age (by carrying capacity) of your
ships is eleven years.  Pl ease disclose the average age of ships that operate in your
industry.

Strategy, page 57

Fleet Operations, page 58

Fleet Summary, page 58

11. Please disclose the term of the agreements for your chartered -in vessels.

Employees, page 61

12. Please clarify the t otal number of employees you will have after the spin -off transaction.

Ian T. Blackley
OSG International, Inc.
August 11, 2016
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
74

Results from Vessel Operations , page 77

13. Please revise to quantify each of the underlying factors that contributed to material
changes between periods.  For example, in your discussion on changes in TCE revenues,
you attribute the increase in 2015 to strengthening rates, offset by a decrease in revenue
days from fewer chartered -in da ys, reduced participation in the Lightering business, and
the sale of vessels.  Please quantify the amount of each of the factors here and throughout
your results of operations section.  See Item 303(a)(3)(i) of Regulation S -K.

International Crude Tanke rs, page 81

14. We note the presentation of “Income/(loss) from vessel operations” in the table provided.
This total appears to represent the “adjusted income/(loss) from vessel operations”
measure presented in your segment footnote to the financial statement s, and not the
GAAP measure presented on the income statement.  Please revise your presentation or
label the total as “adjusted”.  Also in this regard, it appears that note (a) to this table is not
associated with Average daily TCE rates.  Please revise.

Certain Relationships and Transactions with Related Persons, Affiliates and Affiliated Entities,
page 104

Relationship with OSG, page 104

15. Please disclose the material terms of your transition services agreements.

Limitations on Liability and Indemnification of Officers and Directors, page 107

16. We note your disclosure that your Amended and Restated Articles of Incorporation limit
the liability of your directors to the fullest extent permitted by the Republic of the
Marshall Islands Business Cor porations Act (BCA), and requires that you will provide
them with customary indemnification.  Please revise to provide a description of
limitations of liability permitted by the BCA, and to provide a description of the
indemnification provisions in your ar ticles of incorporation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rul es require.   Since the company and its management are

Ian T. Blackley
OSG International, Inc.
August 11, 2016
Page 5

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Theresa Brillant  at (202) 551 -3307 or Lyn Shenk  at (202) 551 -3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -3584 with any other questions.

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Jeffrey D. Karpf, Esq.
 Cleary Gottlieb Steen & Hamilton LLP