UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~November~~December 27, 2009

Date of Report (Date of earliest event reported)

OSG AMERICA L.P.

(Exact Name of Registrant as Specified in Charter)

001-33806

Commission File Number

Delaware
(State or other jurisdiction of incorporation or organization)

11-3812936
(I.R.S. Employer Identification Number)

Two Harbour Place, 302 Knights Run Avenue, Suite 1200

Tampa, FL 33602

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code(813) 209-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oSection ~~Soliciting~~3 ~~material pursuant to Rule 14a~~-12 ~~under~~Securities ~~the~~and ~~Exchange~~Trading ~~Act (17 CFR 240~~Markets.~~14a-12)~~

oItem ~~Pre-commencement~~3.01. ~~communications~~Notice ~~pursuant~~of Delisting or Failure to ~~Rule~~Satisfy ~~14d-2(b)~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer ~~240~~of Listing.~~14d-2(b))~~

oOn ~~Pre-commencement~~December ~~communications~~7, 2009, Overseas Shipholding Group, Inc. (“OSG”) and OSG Bulk Ships, Inc. (“Purchaser”) accepted for payment and paid for common units (the “Units”), of OSG America L.P. (the “Company”) validly tendered and not withdrawn pursuant to ~~Rule~~Purchaser’s ~~13e-4~~previously announced tender offer to purchase all issued and outstanding Units not owned by OSG and its affiliates (cthe “Offer”). ~~under~~In addition, on December 7, 2008, OSG exercised its right pursuant to Section 15.01 of the ~~Exchange~~amended ~~Act~~and restated limited partnership agreement of the Partnership (17the ~~CFR~~Partnership ~~240~~Agreement”) to purchase all of the Units that continue to remain outstanding (the “Repurchase Right”).~~13e-4~~ In connection with the exercise of the Repurchase Right, on December 7, 2009 the board of directors of the General Partner of the Company authorized the delisting of the Units from the New York Stock Exchange (cthe “NYSE”)) and the Company notified the NYSE of its intent to remove the Units from listing and will file a delisting application with the Securities and Exchange Commission to delist the Units. The Company issued a press release on December 7, 2009 announcing the foregoing actions, a copy of which is attached to this Report as Exhibit 99.1 and hereby incorporated by reference.

~~Section~~Item 23.03. –Material ~~Financial~~Modifications ~~Information~~to Rights of Security Holders.

~~Item~~On ~~2.02~~December ~~Results~~17, of2009, ~~Operations~~pursuant to the Repurchase Right, each outstanding Unit not tendered and ~~Financial~~purchased ~~Condition~~pursuant to the Offer will be converted into the right to receive $10.25 in cash, without interest.

A copy of the press release that OSG America L.P. (the "Registrant") issued on November 2, 2009 announcing the financial results of the Registrant for the third quarter ended September 30, 2009 is hereby furnished to the Securities and Exchange Commission (the “SEC”) and is attached as Exhibit 99.1.

Section 8 – Other Events

Item 8.01 Other Events.

On November 2, 2009, the Registrant posted on its website, www.osgamerica.com, under the section titled Investor Relations and News – Webcasts and Presentations, a presentation dated November 2, 2009 of its financial results for the third quarter of 2009. A copy of the presentation is hereby furnished to the SEC and is attached as Exhibit 99.2

Section 9 -

Financial Statements and Exhibits.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release dated ~~November~~December 27, 2009
99.2	Financial Presentation dated November 2, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSG AMERICA L.P. (Registrant)
	By: OSG America LLC, its general partner
Date: November 5, 2009	By /s/James I. Edelson
Date: December 9, 2009	By /s/James I. Edelson
	Name: James I. Edelson Title: Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated ~~November~~December 27, 2009
99.2	Financial Presentation dated November 2, 2009

Filing Compare · OSG America L.P.