EXHIBIT 10(iii)(r)

                              AMENDMENT NUMBER ONE
                                     TO THE
                     OVERSEAS SHIPHOLDING GROUP, INC. BASIC
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002

            WHEREAS, Overseas Shipholding Group, Inc. (the "Company") maintains
the Overseas Shipholding Group, Inc. Basic Supplemental Executive Retirement
Plan (the "Plan"); and

            WHEREAS, the Board of Directors of the Company (the "Board") and the
Compensation Committee of the Board each have the authority to amend the Plan at
any time.

            NOW, THEREFORE, the Plan is hereby amended, effective as of January
1, 2003, as follows:

      1. Section 6 of the Plan is hereby amended in its entirety to read as
follows:

            6. Claims Procedure.

            (a) Any claim by a Participant or former Participant or Beneficiary
            ("Claimant") with respect to eligibility, participation,
            contributions, benefits or other aspects of the operation of the
            Plan shall be made in writing to the Committee for such purpose. The
            Committee shall provide the Claimant with the necessary forms and
            make all determinations as to the right of any person to a disputed
            benefit. If a Claimant is denied benefits under the Plan, the
            Committee shall notify the Claimant in writing of the denial of the
            claim within ninety (90) days after the Committee receives the
            claim, provided that in the event of special circumstances such
            period may be extended. The ninety (90) day period may be extended
            up to ninety (90) days (for a total of one hundred eighty (180)
            days).

            If the initial ninety (90) day period is extended, the Committee
            shall notify the Claimant in writing within ninety (90) days of
            receipt of the claim. The written notice of extension shall indicate
            the special circumstances requiring the extension of time and
            provide the date by which the Committee expects to make a
            determination with respect to the claim. If the extension is
            required due to the Claimant's failure to submit information
            necessary to decide the claim, the period for making the
            determination will be tolled from the date on which the extension
            notice is sent to the Claimant until the earlier of (i) the date on
            which the Claimant responds to the Committee's request for
            information, or (ii) expiration of the forty-five (45) day period
            commencing on the date that the Claimant is notified that the
            requested additional information must be provided. If notice of the
            denial of a claim is not furnished within the required time period
            described herein, the claim shall be deemed denied as of the last
            day of such period.

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            If the claim is wholly or partially denied, the notice to the
            Claimant shall set forth:

                        (i) The specific reason or reasons for the denial;

                        (ii) Specific reference to pertinent Plan provisions
            upon which the denial is based;

                        (iii) A description of any additional material or
            information necessary for the Claimant to complete the claim request
            and an explanation of why such material or information is necessary;

                        (iv) Appropriate information as to the steps to be taken
            and the applicable time limits if the Claimant wishes to submit the
            adverse determination for review; and

                        (v) A statement of the Claimant's right to bring a civil
            action under Section 502(a) of ERISA following an adverse
            determination on review.

                        (b) If the claim has been wholly or partially denied,
            the Claimant may submit the claim for review by the Committee. Any
            request for review of a claim must be made in writing to the
            Committee no later than sixty (60) days after the Claimant receives
            notification of denial or, if no notification was provided, the date
            the claim is deemed denied. The Claimant or his duly authorized
            representative may:

                        (i) Upon request and free of charge, be provided with
            reasonable access to, and copies of, relevant documents, records,
            and other information relevant to the Claimant's claim; and

                        (ii) Submit written comments, documents, records, and
            other information relating to the claim. The review of the claim
            determination shall take into account all comments, documents,
            records, and other information submitted by the Claimant relating to
            the claim, without regard to whether such information was submitted
            or considered in the initial claim determination.

                  (c) The decision of the Committee shall be made within sixty
            (60) days after receipt of the Claimant's request for review, unless
            special circumstances (including, without limitation, the need to
            hold a hearing) require an extension. In the event of special
            circumstances, the sixty (60) day period may be extended for a
            period of up to one hundred twenty (120) days.

            If the initial sixty (60) day period is extended, the Committee
            shall, within sixty (60) days of receipt of the claim for review,
            notify the Claimant in writing. The written notice of extension
            shall indicate the special


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            circumstances requiring the extension of time and provide the date
            by which the Committee expects to make a determination with respect
            to the claim upon review. If the extension is required due to the
            Claimant's failure to submit information necessary to decide the
            claim, the period for making the determination will be tolled from
            the date on which the extension notice is sent to the Claimant until
            the earlier of (i) the date on which the Claimant responds to the
            Plan's request for information, or (ii) expiration of the forty-five
            (45) day period commencing on the date that the Claimant is notified
            that the requested additional information must be provided. If
            notice of the decision upon review is not furnished within the
            required time period described herein, the claim on review shall be
            deemed denied as of the last day of such period.

            The Committee, in its sole discretion, may hold a hearing regarding
            the claim and request that the Claimant attend. If a hearing is
            held, the Claimant shall be entitled to be represented by counsel.

                  (d) The Committee's decision upon review on the Claimant's
            claim shall be communicated to the Claimant in writing. If the claim
            upon review is denied, the notice to the Claimant shall set forth:

                        (i) The specific reason or reasons for the decision,
            with references to the specific Plan provisions on which the
            determination is based;

                        (ii) A statement that the Claimant is entitled to
            receive, upon request and free of charge, reasonable access to, and
            copies of, all documents, records and other information relevant to
            the claim; and

                        (iii) A statement of the Claimant's right to bring a
            civil action under Section 502(a) of ERISA.

                  (e) The Committee shall have the full power and authority to
            interpret, construe and administer this Plan in its sole discretion
            based on the provisions of the Plan and to decide any questions and
            settle all controversies that may arise in connection with the Plan.
            Both the Committee's and the Board's interpretations and
            construction thereof, and actions thereunder, made in the sole
            discretion of the Committee and the Board, including any valuation
            of the Supplemental Plus Benefit, any determination under this
            Section 6, or the amount of the payment to be made hereunder, shall
            be final, binding and conclusive on all persons for all persons. No
            member of the Board or Committee shall be liable to any person for
            any action taken or omitted in connection with the interpretation
            and administration of this Plan.

                  (f) The claims procedures set forth in this section are
            intended to comply with United States Department of Labor Regulation
            ss. 2560.503-1 and should be construed in accordance with such
            regulation. In no event


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            shall it be interpreted as expanding the rights of Claimants beyond
            what is required by United States Department of Labor Regulation ss.
            2560.503-1. The Committee may at any time alter the claims procedure
            set forth above, so long as the revised claims procedure complies
            with ERISA, and the regulations issued thereunder.

            IN WITNESS WHEREOF, the Compensation Committee of the Board has
caused this Amendment to be executed this 4th day of February, 2003.

                                      OVERSEAS SHIPHOLDING GROUP, INC.


                                      By: s/ ROBERT N. COWEN
                                          -----------------------------------
                                          Robert N. Cowen, Senior Vice President
                                          and Chief Operating Officer


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