Commission File No. 333-8878


                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                          For the month of March, 2005


                          ULTRAPETROL (BAHAMAS) LIMITED
                 (Translation of registrant's name into English)

                          H & J Corporate Services Ltd.
                                  Shirlaw House
                                87 Shirley Street
                               Nassau, The Bahamas
                    (Address of principal executive offices)

          Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

                          Form 20-F [X]    Form 40-F [_]

         Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                                Yes [_]     No  [X]





INFORMATION CONTAINED IN THIS FORM 6-K REPORT

         Attached as Exhibit 99.1 to this report on Form 6-K is a copy of the
press release dated March 4, 2005 relating to the Company's announcement of its
filing of an F-4 Registration Statement and the commencement of its exchange
offer whereby it will exchange its 9% First Preferred Ship Mortgage Notes due
2014 for an equal principal amount of 9% First Preferred Ship Mortgage Notes due
2014, that are registered under the Securities Act of 1933, as amended.






                                   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, thereunto duly authorized.



                          ULTRAPETROL (BAHAMAS) LIMITED
                                  (registrant)




Dated:  March 4, 2005                    By: /s/ Felipe Menendez
                                             --------------------
                                                  Felipe Menendez
                                                  President





02351.0008 #552970