SecProbe.io

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                        [Seward & Kissel LLP Letterhead]

                                                    July 29, 2005

Michael Fay
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, NE
Washington D.C., 20549

         Re:      Ultrapetrol (Bahamas) Limited
                  Form 20-F for the Year Ended December 31, 2004
                  ----------------------------------------------

     On behalf of Ultrapetrol (Bahamas) Limited (the "Company"), we hereby
submit the Company's responses to your letter of June 30, 2005. By way of
background, the Company filed its annual report for the period ending December
31, 2004 (the "2004 Annual Report") with the U.S. Securities and Exchange
Commission (the "Commission") on May 2, 2005. By letter dated June 30, 2005, the
Staff of the Commission (the "Staff") provided comments to the Company's 2004
Annual Report and to reports on Form 6-K filed by the Company between March 4,
2005 and May 31, 2005. Those comments, together with the Company's responses to
them, are set forth below.

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(c)(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.

               The Company believes that EBITDA is intended to exclude all items
          that affect results relating to financing activities. The gains and
          losses associated with extinguishments of debt are a direct financing
          item that affects the Company's results, and therefore should not be
          included in EBITDA.

               The gains and losses of extinguishments of debt include non-cash
          items (for example, the write-off of deferred financing costs) and
          items that require cash settlement. The gains derived from
          extinguishments of debt in 2004 and 2003 are non-cash items related to
          the difference between the net carrying amount of the debt acquired
          and the repurchased price of this debt.

               Item 10 (e) (1) (ii) (A) of Regulation S-K does not apply to
          non-cash items. Furthermore, cash items are excluded by this item
          since they are an adjustment of interest expense related to the debt.

          The Company will incorporate this disclosure in its future filings.

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.

               The Company believes that the presentation of EBITDA is a useful
          measure of its liquidity and that it presents useful information to
          investors regarding the Company's ability to incur and service
          indebtedness. The Company will incorporate this disclosure in its
          future filings.

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).

               Pursuant to paragraph 6 of FIN 46 (R), an enterprise need not
          determine if an entity that it holds an interest in is a variable
          interest entity, or VIE, if it is apparent that its interest is not
          material to the enterprise's consolidated financial statements. For
          the reasons set forth below, the Company has determined that Maritima
          SIPSA S.A. is not material to the Company's consolidated financial
          statements.

               The Company has determined that Maritima SIPSA S.A. is not
          material to the Company's consolidated financial statements in part
          based on an analysis of the percentage of its consolidated total
          assets, liabilities, revenues, expenses and operating margins, (both
          collectively and on an item by item basis) represented by Maritima
          SIPSA S.A. as of December 31, 2004. This determination was based on
          the quantitative information set forth in the following table:

                               Total amounts of      Percentage of the Company's
                               Maritima SIPSA as of  consolidated amounts as of
                               December 31, 2004(a)  December 31, 2004
                              (in U.S. dollars)

         Assets               1,724,754              0.63%
         Liabilities          1,573,866              0.67%
         Revenues             2,721,192              2.86%
         Operating expenses   2,224,197              3.28%
         Operating profit     496,995                1.81%

               (a) Net of transactions and balances with the Company.

               The Company has also analyzed whether there is any qualitative
          factor that may result in Maritima SIPSA S.A.'s being material to the
          Company's financial statements as a whole. Maritima SIPSA S.A. does
          not have any financial payables and the Company has have not provided
          any guarantee on any past, present or future payable of Maritima SIPSA
          S.A. In addition, Maritima SIPSA S.A.'s consolidation with the Company
          does not:

               (i)  cause the Company to default on any covenant included in its
                    loan agreements or any other contractual obligation assumed,

               (ii) increase the management's compensation allowing it to reach
                    any goal that changes its compensation,

              (iii) affect or distort the information by business segment
                    included in the Company's financial statements,

               (iv) entail settling any prior transaction that had not been
                    reported, or

               (v)  cause any user of the Company's financial statements to
                    change the analysis or expectation of the Company's trends.

               Additionally, even if under FIN 46 (R) the Company was required
          to consolidate Maritima Sipsa S.A., it would not have a significant
          impact on the Company's financial statements. For the reasons stated
          above, the Company has determined that Maritima SIPSA S.A.'s
          consolidation is not material to the Company's financial statements,
          taken as a whole or to any of the items included therein.

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.

               Under the transaction described in Note 9, (a) the Company sold a
          vessel to its affiliate Maritima SIPSA S.A. ("MS") in the amount of
          $15,100,000, (b) the Company repurchased the vessel for $7,700,000;
          with the vessel to be delivered to the Company at the end of a
          three-year period, and (c) the Company granted a loan to MS for
          $7,400,000, to be repayable in the same three-year period. All three
          transactions were effective at the same time, causing no cash
          movements for the parties at execution.

               As a result, MS will have the use of the vessel for three years,
          while the Company will collect loan repayment installments quarterly.

               Since the Company repurchased the vessel at a fixed priced at the
          time of sale, it is precluded from recognizing any revenue from the
          sale. The Company accounted for the transaction as a lease, and
          collections of the loan represent the lease revenue.

               The transaction qualifies as an operating lease under SFAS 13,
          since it does not meet any of the four conditions set forth in
          paragraph 7 of Statement 13, as follows:

               i) The ownership of the vessel was not transferred to MS at the
          end of the lease term;

               ii) The lease did not contain a purchase option;

               iii) The lease term was less than 75% of the estimated economic
          life of the leased property. The lease term is three years and the
          estimated economic life of the vessel is seven years; or

               iv) The present value at the beginning of the lease term of the
          minimum lease payments was less than 90% of the fair value of the
          vessel. The undiscounted amount of the minimum lease payments was
          approximately $7,400,000, less than 90% of the fair value of the
          vessel.

               Accordingly, the Company has not recognized any revenue from the
          sale and have not recognized a receivable from the loan. Loan
          installments represent lease revenue and are recognized as earned.

               Lease revenue is presented in the Statement of Operations as
          Revenues from related parties as opposed to equity in earnings of
          affiliates, since such revenue derives form a commercial lease
          transaction with the affiliate, rather than as a result of our
          interest in the earnings of it.

               The Company's investment in MS is classified as a Non-current
          asset- Investment in affiliates in the consolidated balance sheet in
          accordance with GAAP.

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 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.

               The Company will revise Item 15 of its annual reports filed on
          Form 20-F in the future to disclose both its controls and procedures
          as of the end of its fiscal year and the status of any changes in its
          internal controls over financial reporting will be for such period.

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.

               Voyage expenses are recognized as follows:

               i)   Commissions on sales are recognized as expenses in the
                    periods their related revenues are recognized.

               ii)  Bunkers costs are capitalized when acquired as operating
                    supplies and subsequently charged to operating expenses as
                    consumed.

               iii) All other voyage costs are expensed as incurred.

               Accordingly, voyage expenses have been recognized as incurred and
          reported in each period presented.

               In response to the Staff's comment, the Company will revise its
          disclosure in future reporting periods to more fully explain the
          accounting for voyage expenses.

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.

a)   Condensed combining statements of operation for the years ended December
     31, 2004, 2003 and 2002
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               The equity in earnings (losses) is included in the caption "Other
          income (expenses)".

               The Company supplementaly provides the following tables, which
          set forth separately the equity in earnings (losses) of affiliates.

               The other income (expenses) for the year ended December 31, 2004
          is as follow:
<TABLE>
<CAPTION>
                                              Combined        Combined                                 Total
                                              subsidiary      non-subsidiary       Consolidating       consolidated
                                 Parent       guarantors      guarantors           adjustment          amounts
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<S>                              <C>          <C>             <C>                  <C>                 <C>
Investment in affiliates         14,317       -               356                  (14,267)            406
Other                            (7,956)      (9,236)         (1,752)              (1,975)             (20,919)

Total                            6,361        (9,236)         (1,396)              (16,242)            (20,513)

               The other income (expenses) for the year ended December 31, 2003
          is as follow:

<CAPTION>
                                              Combined        Combined                                 Total
                                              subsidiary      non-subsidiary       Consolidating       consolidated
                                 Parent       guarantors      guarantors           adjustme