Overseas Shipholding Group, Inc. (NYSE:OSG) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01

The Audit Committee (the Audit Committee) of the Board of
Directors of Overseas Shipholding Group, Inc. (the Company)
conducted a comprehensive, competitive process to determine the
Companys independent registered public accounting firm for the
Companys fiscal year ending December 31, 2017. The Audit
Committee invited several accounting firms to participate in the
process, including the Companys current independent registered
public accounting firm, PricewaterhouseCoopers LLP (PwC). On
April 10, 2017, the Audit Committee dismissed PwC as the Companys
independent registered public accounting firm and approved the
engagement of Ernst Young LLP (EY).

PwCs audit reports on the Companys consolidated financial
statements for the fiscal years ended December 31, 2016 and 2015
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principle.

During the fiscal years ended December 31, 2016 and 2015, and the
subsequent interim period through April 10, 2017, there were (i)
no disagreements with PwC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to PwCs satisfaction, would
have caused PwC to make reference thereto in their reports on the
consolidated financial statements for such years, and (ii) no
reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.

The Company provided PwC with a copy of disclosures it is making
in this Form 8-K and requested that PwC furnish a letter
addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements above. A copy of
PwCs letter dated April 13, 2017 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.

In deciding to engage EY, the Audit Committee reviewed auditor
independence and existing commercial relationships with EY, and
concluded that EY has no commercial relationship with the Company
that would impair its independence. During the fiscal years ended
December 31, 2016 and 2015, and during the subsequent interim
period through April 10, 2017, neither the Company nor anyone
acting on its behalf has consulted with EY on any of the matters
or events set forth in Item 304(a)(2) of Regulation S-K.

Section 9 Financial Statements and Exhibits

(d) Exhibits

Overseas Shipholding Group, Inc. (NYSE:OSG) Recent Trading Information

Overseas Shipholding Group, Inc. (NYSE:OSG) closed its last trading session down -0.01 at 3.55 with – shares trading hands.