SecProbe.io

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June 30, 2005

Via Mail and Fax

Mr. Felipe Menendez Ross
Chief Executive Officer and President
Ultrapetrol (Bahamas) Limited
c/o H & J Corporate Services Ltd.
Shirlaw House
87 Shirley Street, P. O. Box SS-19084
Nassau, Bahamas

RE: 	Ultrapetrol (Bahamas) Limited
	Form 20-F for the Year Ended December 31, 2004
	Forms 6-K filed March 4, 2005, April 4, 2005, April 5, 2005,
	April 8, 2005, May 16, 2005, and May 31, 2005
	File Number 333-08878

Dear Mr. Ross:

	We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the
financial statements and related disclosures and do not intend to expand our
review to other portions of your filings.  Where indicated, we
believe you should revise your future filings in response to these
comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information, we may raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filings.  We look forward to
working with you in these respects and welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Year Ended December 31, 2004

Item 3 - Key Information
A. Selected Financial Data

1. Please explain to us and disclose why it is appropriate to
exclude from EBITDA gains and losses associated with extinguishments of
debt. Refer to Item 10(e)(2)(ii)(A) of Regulation S-K and Question 14 of
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures" located on the Commission`s website at www.sec.gov.

2. Please tell us and disclose the reasons why you believe that
the presentation of EBITDA provides useful information to investors
regarding your financial condition and results of operations.  To
the extent material, also disclose the additional purposes, if any,
for which this measure is used, in accordance with Item 10(e)(1)(i)(C)
and (D) of Regulation S-K.

Item 7 - Major Shareholders and Related Party Transactions
B. Related Party Transaction

3. It appears that Maritima SIPSA is a variable interest entity in
which you have a significant variable interest.  Please explain to
us in detail your evaluation of FIN 46(R) in regard to this
relationship and your conclusion as to whether or not Maritima is a variable
interest entity, whether you have a variable interest, and whether
you are the primary beneficiary of this entity (with appropriate
consideration to paragraph 16 in this regard).

4. To the extent still applicable after consideration of our
comment number 3, if you do account for your investment in Maritima under
the equity method, please explain to us why you record lease revenue
separately from your equity in the earnings of the entity.  In
this
regard, explain the basis for your accounting for the sale of the
Princess Marina to Maritima as a lease and the repayments of the
loan you made to Maritima in this sale as lease revenue, as indicated
in note 9.  Additionally, tell us where you classify the receivable
for the loan and your investment in Maritima and your basis for such
classifications.

Item 15 - Controls and Procedures
Evaluation of disclosure controls and procedures

5. Please disclose the effectiveness of your disclosure controls
and procedures at the end of your fiscal year, and not within the 90
days prior to the date of the report in accordance with Item 15(a) of
Form 20-F.  Also, disclose the status of any changes in your internal
controls over financial reporting in terms of your entire fiscal
year, and not since the most recent evaluation.

Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
m) Revenues
6. We note that you recognize voyage expenses for the
affreightment contracts and consecutive voyage charters based upon the
percentage of voyage completion.  This treatment does not appear to comply
with the acceptable methods in EITF 91-9.  Method 5 allows for
allocation of revenues between reporting periods based upon relative transit
time in each reporting period, however, expenses should be
recognized as incurred.  Please revise your accounting treatment for these
types of contracts and charters to one of the acceptable methods under
EITF 91-9.  If you believe that a revision would not be material, we
would not object if you represent in disclosure that a change to an
acceptable method would not have a material impact on the
historical financial statements and that a revised method will be used in
future reporting periods.  Tell us the amount of expenses that have been
incurred but not reported in each period presented as a result of
your present accounting treatment.

Note 15.  Supplemental Guarantor Information
Statements of Cash Flow

7. To the extent material, please revise the presentation of the
condensed combining statement of operations to show separately and
on a gross basis the equity in earnings of subsidiaries applicable to
the parent company as well as each other column.  Similarly,
revise the presentation of the condensed combining statement of cash flow
for the gross amount of cash transferred between the columns
presented, showing each material source of transfer separately.

	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosures in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in response to our comments on your filings.

	Please file your response to our comments via EDGAR within
ten business days.  You may contact Doug Jones at 202-551-3309, or
Theresa Messinese at 202-551-3307, with any questions.  You may
also contact the undersigned at 202-551-3812.

	Sincerely,

	Michael Fay
	Branch Chief

cc:	Mr. Alberto G. Deyros, Chief Financial Officer (via facsimile
at 011541148750499)

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