The Achille Lauro gained notoriety after it was hijacked in 1985 by Palestinian terrorists and a disabled American passenger, Leon Klinghoffer, was killed.
"The whole aft half of the ship is fully engulfed'' by flames, said U.S. Navy pilot Lieutenant Paul Frost, who flew over the site in the afternoon. He said the Achille Lauro had straightened a bit but was still listing 30 degrees.
The shipping company said the fire apparently broke out in the passenger area sometime before an SOS was sent out at 0359 GMT. The cause was not known.
The 23,478-ton ship lay 200 kilometers south of the Horn of Africa, off Somalia, Italian port official Captain Ferdinando Lolli said in Rome.
A dozen vessels responded, and at least three ships were picking up passengers and crew members from life rafts. Most of the crew was Italian, and the passengers included 200 South Africans, 150 Germans, 90 Britons, 90 Dutch, 19 Italians, nine Belgians, eight Swiss and two French.
The Italian coast guard said the dead included an 84-year-old German, apparently a heart-attack victim, and a 68-year-old South African.
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