Frontline Plc — Major Shareholding Notification 2010

Feb 16, 2010

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

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

| Common
Shares, par value $1.00 per share |
| --- |
| (Title
of Class of Securities) |

690368105
(CUSIP
Number)

| December
31, 2009 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[x] Rule 13d-1(d)

---

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

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

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Frontline
Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Bermuda |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | -0- |
| 6. | SHARED
VOTING POWER |
| | 1,408,868 |
| 7. | SOLE
DISPOSITIVE POWER |
| | -0- |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,408,868 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,408,868 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.24% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Bandama
Investment Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Republic
of Liberia |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | -0- |
| 6. | SHARED
VOTING POWER |
| | 142,268 |
| 7. | SOLE
DISPOSITIVE POWER |
| | -0- |
| 8. | SHARED
DISPOSITIVE POWER |
| | 142,268 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 142,268 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 0.52% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Hemen
Holding Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cyprus |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | -0- |
| 6. | SHARED
VOTING POWER |
| | 1,408,868 |
| 7. | SOLE
DISPOSITIVE POWER |
| | -0- |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,408,868 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,408,868 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.24% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Greenwich
Holdings Ltd. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cyprus |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | -0- |
| 6. | SHARED
VOTING POWER |
| | 1,408,868 |
| 7. | SOLE
DISPOSITIVE POWER |
| | -0- |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,408,868 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,408,868 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.24% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | John
Fredriksen* |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cyprus |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | -0- |
| 6. | SHARED
VOTING POWER |
| | 1,408,868 |
| 7. | SOLE
DISPOSITIVE POWER |
| | -0- |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,408,868 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,408,868 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.24% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

• Mr. Fredriksen may be deemed to beneficially own 1,408,868 shares of common stock, par value $1.00 per share (the “Common Shares”), of Overseas Shipholding Group, Inc. (the “Issuer”) through his indirect influence over Hemen Holding Ltd. and Greenwich Holdings Ltd., the shares of which are held in trusts (the “Trusts”). The beneficiaries of the Trusts are certain members of Mr. Fredriksen’s family. Mr. Fredriksen disclaims beneficial ownership of the 1,408,868 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 1,408,868 Common Shares.

| CUSIP
No. | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | C.K.
Limited |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Jersey |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,408,868 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,408,868 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,408,868 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.24% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO |

CUSIP No. 690368105

| Item
1. |
| --- |
| Overseas
Shipholding Group, Inc. |

(b).
666
Third Avenue, New York, New York 10017

| Item
2. |
| --- |
| Frontline
Ltd. Bandama
Investment Ltd. Hemen
Holding Ltd. Greenwich
Holdings Ltd. John
Fredriksen C.K.
Limited |

| (b). |
| --- |
| Frontline
Ltd. Par-la-Ville
Place 14
Par-la-Ville Road Hamilton,
HM 08, Bermuda Bandama
Investment Ltd. c/o
Frontline Ltd. Par-la-Ville
Place 14
Par-la-Ville Road Hamilton,
HM 08, Bermuda Hemen
Holding Ltd. c/o
Seatankers Management Co. Ltd. P.O.
Box 53562 CY-3399
Limassol Cyprus Greenwich
Holdings Ltd. c/o
Seatankers Management Co. Ltd. P.O.
Box 53562 CY-3399
Limassol Cyprus John
Fredriksen c/o
Seatankers Management Co. Ltd. P.O.
Box 53562 CY-3399 Limassol,
Cyprus C.K.
Limited 1
Welsley Street St.
Helier Jersey JE4
5UT |

| (c). |
| --- |
| Frontline
Ltd. – Bermuda Bandama
Investment Ltd. – Republic of Liberia Hemen
Holding Ltd. – Cyprus Greenwich
Holdings Ltd. – Cyprus John
Fredriksen – Cyprus C.K.
Limited – Jersey |

(d).
Common
Shares

(e).
690368105

ITEM 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) |
| --- |
| Frontline
Ltd. – 1,408,868 Bandama
Investment Ltd. – 142,268 Hemen
Holding Ltd. – 1,408,868 Greenwich
Holdings Ltd. – 1,408,868 John
Fredriksen – 1,408,868 C.K.
Limited – 1,408,868 |

| (b) |
| --- |
| Frontline
Ltd. – 5.24% Bandama
Investment Ltd. – 0.52% Hemen
Holding Ltd. – 5.24% Greenwich
Holdings Ltd. – 5.24% John
Fredriksen – 5.24% C.K.
Limited – 5.24% |

(c) Number of shares as to which the person has:

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,408,868 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,408,868 | . |

ITEM 5. Ownership of Five Percent or Less of a Class.

| If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_]. |
| --- |
| Not
Applicable |

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

| If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required. |
| --- |
| Not
Applicable |

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

| If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary. |
| --- |
| Not
Applicable |

ITEM 8. Identification and Classification of Members of the Group.

| If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group. |
| --- |
| Not
Applicable |

ITEM 9. Notice of Dissolution of Group.

| Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5. |
| --- |
| Not
Applicable |

ITEM 10. Certification.

Not Applicable

SIGNATURE

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

| February
16, 2010 |
| --- |
| (Date) |
| FRONTLINE
LTD. |
| /s/
Tor Olav Troim |
| (Signature) |
| Tor
Olav Troim |
| Vice
President and Director |
| (Name/Title) |

| BANDAMA
INVESTMENT LTD. |
| --- |
| /s/
Inger M. Klemp |
| (Signature) |
| Inger
M. Klemp |
| President
and Director |
| (Name/Title) |

| HEMEN
HOLDING LTD. |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Dimitris
Anoniou Hannas |
| Director |
| (Name/Title) |

| GREENWICH
HOLDINGS LTD. |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Dimitris
Anoniou Hannas |
| Director |
| (Name/Title) |

| /s/
John Fredriksen |
| --- |
| (Signature) |
| John
Fredriksen |
| (Name/Title) |

| C.K.
LIMITED |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Demetrios
Antoniou Hannas |
| Director |
| (Name/Title) |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 16, 2010 relating to the Common Shares of Overseas Shipholding Group, Inc. shall be filed on behalf of the undersigned.

| February
16, 2010 |
| --- |
| (Date) |
| FRONTLINE
LTD. |
| /s/
Tor Olav Troim |
| (Signature) |
| Tor
Olav Troim |
| Vice
President and Director |
| (Name/Title) |

| BANDAMA
INVESTMENT LTD. |
| --- |
| /s/
Inger M. Klemp |
| (Signature) |
| Inger
M. Klemp |
| President
and Director |
| (Name/Title) |

| HEMEN
HOLDING LTD. |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Dimitris
Anoniou Hannas |
| Director |
| (Name/Title) |

| GREENWICH
HOLDINGS LTD. |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Dimitris
Anoniou Hannas |
| Director |
| (Name/Title) |

| /s/
John Fredriksen |
| --- |
| (Signature) |
| John
Fredriksen |
| (Name/Title) |

| C.K.
LIMITED |
| --- |
| /s/
Demetrios Antoniou Hannas |
| (Signature) |
| Demetrios
Antoniou Hannas |
| Director |
| (Name/Title) |

SK 02089 0009 1070011