TRAILER BRIDGE INC, S-1, 1997-05-30

TRAILER BRIDGE INC
S-1, 1997-05-30

Previous: GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B, N-8B-2, 1997-05-30

Next: SYMPLEX COMMUNICATIONS CORP, 10SB12G, 1997-05-30

As filed with the Securities and Exchange Commission on May 30, 1997

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
Trailer Bridge, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 4213 13-3617986
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

9550 Regency Square Boulevard, Suite 500
Jacksonville, Florida 32225
(904) 724-4400
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
_______________________
Ralph W. Heim
President and Chief Operating Officer
Trailer Bridge, Inc.
9550 Regency Square Boulevard, Suite 500
Jacksonville, Florida 32225
(904) 724-4400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
______________________________
Copies to:
William G. Gotimer, Linda Y. Kelso, Esq. Bruce E. Macdonough, Esq.
Jr., Esq. Foley & Lardner Greenberg, Traurig,
Trailer Bridge, Inc. 200 Laura Street Hoffman, Lipoff, Rosen
500 Park Avenue Jacksonville, Florida & Quentel, P.A.
Suite 540 32202 1221 Brickell Avenue
New York, New York (904) 359-2000 Miami, Florida 33131
10022
(212) 935-9518 (305) 579-0500
____________________________

Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
If delivery of this prospectus is expected to be made pursuant to
Rule 434, please check the following box. [_]
____________________________
CALCULATION OF REGISTRATION FEE

Proposed Maximum Amount of
Title of Each Class of Aggregate Offering Registration
Securities to be Registered Price(2) Fee(1)

Common Stock, $.01 value . . $31,000,000.00 $9,393.94

(1) Includes _______ shares of Common Stock issuable upon exercise of an
over-allotment option granted to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
______________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Subject to Completion
May 30, 1997
__________ Shares
TRAILER BRIDGE, INC.
Common Stock

All of the shares of Common Stock offered hereby are being sold
by Trailer Bridge, Inc. ("Trailer Bridge" or the "Company").
Prior to this offering, there has been no public market for the
Common Stock of the Company. It is currently estimated that the
initial public offering price will be between $_______ and
$________ per share. See "Underwriting" for a discussion of the
factors to be considered in determining the initial public
offering price. The Company has made application for the Common
Stock to be quoted on the Nasdaq National Market under the symbol
"TRBR."

_______________________________________

The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page ___.

_______________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Price Underwriting Proceeds
to Discounts and to
Public Commissions Company(1)
<S> <C> <C> <C>

Per Share . . . . . . . . . $ $ $

Total(2) . . . . . . . . . $ $ $
</TABLE>

(1) Before deducting expenses of the offering estimated at
$________________.

(2) The Company has granted the Underwriters a 30-day option to
purchase up to an additional ___________ shares of Common
Stock solely to cover over allotments, if any. To the extent
that the option is exercised, the Underwriters will offer the
additional shares to the public at the Price to Public shown
above. If the option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $__________, $_________ and $_________,
respectively. See "Underwriting."

_______________________________________

The shares of Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them,
and subject to the right of the Underwriters to reject any order in whole
or in part. It is expected that delivery of the shares of Common Stock
will be made at the offices of Alex. Brown & Sons Incorporated, Baltimore,
Maryland, on or about ___________________, 1997.

ALEX. BROWN & SONS
INCORPORATED

The date of this Prospectus is __________________, 1997.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

[Inside front cover pictures; multiple photographs showing sequential
movement of freight]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and an opinion thereon expressed
by independent certified public accountants and with quarterly reports for
the first three quarters of each year containing unaudited financial
information.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing
elsewhere in this Prospectus. Except as otherwise specified, all
information in this Prospectus assumes (i) a 20,000-for-one split of the
shares of Common Stock and (ii) no exercise of the Underwriters' over-
allotment option. See "Underwriting."

The Company

Trailer Bridge, headquartered in Jacksonville, Florida, is an
integrated trucking and marine freight carrier that currently provides
truckload freight transportation primarily between the continental U.S.
and Puerto Rico. Founded in 1991 by transportation pioneer Malcom P.
McLean, the Company combines an efficient and dedicated motor carrier with
a low cost barge and tug marine transportation system. Trailer Bridge is
the only company to operate marine vessels fully configured to carry 48'
and 53' long, 102" wide, "high-cube" trailers. This configuration enables
the Company to achieve equipment utilization rates and other operating
efficiencies not readily available to traditional ocean carriers that
primarily use smaller capacity equipment, such as 40' containers. The
Company believes that as a result of these and other efficiencies, its
total unit costs per mile are the lowest of any carrier operating between
the U.S. and Puerto Rico.

Trailer Bridge intends to achieve significant growth by providing the
lowest cost freight transportation service to markets well suited to its
high-cube integrated truckload and marine freight system. Based on volume
and pricing data, the Company believes there are a number of markets in
which the Company's unique transportation system can provide superior full
load service at a significant cost advantage over existing modes of
truckload and rail intermodal transportation.

Trailer Bridge will increase its vessel capacity by an additional 56%
in late 1997 and early 1998 when it takes delivery of two 408' long
container carrying barges designed specifically for the Company's
integrated truckload marine transportation system and bearing the
Company's "Triplestack Box Carrier/TM/" trade name. The Triplestack Box
Carriers/TM/ are versatile, low-draft vessels that have a capacity of 213
53' containers, stacked three-high on a single deck. Construction of
these two vessels began in March 1997 and, upon their completion, they are
expected to be deployed in the Company's existing Puerto Rico freight
operation. Trailer Bridge also intends to contract for the construction
of three additional Triplestack Box Carriers/TM/ which it intends to
deploy in coastwise service between New York and Florida. The Company
also intends to investigate other marine markets which are well suited for
its unique, cost-efficient transportation service, such as from the
continental U.S. to Hawaii or Alaska. Management believes that shippers'
ongoing attempts to reduce distribution costs have resulted in a number of
trends that provide significant growth opportunities for low-cost freight
cargo companies such as Trailer Bridge. These trends include (i) core
carrier consolidation in which shippers "partner" with a small base of
carriers, (ii) intermodalism, as shippers shift between transport sectors,
and (iii) logistics outsourcing.

Management believes that the Company's principal competitive strengths
are:

Significant Operating Cost Advantage. Trailer Bridge believes it is
the lowest cost provider of freight transportation between the U.S. and
Puerto Rico. Lower overall operating costs are achieved through
significantly higher equipment utilization and lower marine linehaul costs
than those of traditional ocean carriers. The Company's inland trucking
operation achieves significantly higher equipment utilization and lower
unit trucking costs by using 48' and 53' high-cube trailers. These
trailers provide customers with over 50% more interior capacity than 40'
marine containers but with similar inland trucking costs. The Company's
marine system uses towed ocean-going barges instead of self-propelled
container ships to deliver equivalent units of capacity at significantly
lower capital and operating costs.

Domestic Truckload Operations. The Company is the only carrier using a
fleet of company-owned and leased tractors and high-cube dry van trailers
to provide transportation services between the continental U.S. and Puerto
Rico. By using high-cube equipment, the mainstay of the domestic
truckload industry, and a centralized dispatch system, the Company can
more effectively compete for and obtain domestic non-Puerto Rico truckload
freight while repositioning equipment for Puerto Rico shipments. As a
result, the Company operates with lower empty miles and higher equipment
utilization than its competitors in the Puerto Rico trade.

Centralized Operation in Strategic Location. Trailer Bridge operates a
centralized truckload operation from its headquarters in Jacksonville.
Because approximately 70% of the Company's truckload freight is dispatched
through Jacksonville on a regular schedule to meet weekly barge sailings
to Puerto Rico, the Company is able to achieve maintenance and other
operating efficiencies and higher driver retention. Additionally, the
Company's centralized Jacksonville headquarters is strategically located
near key southern rail and highway endpoints which connect U.S. cities to
Puerto Rico and other Caribbean points.

Emphasis on U.S. Domestic Ocean Trade. The Company will continue to
concentrate its marine operations in markets protected by the Jones Act.
The Jones Act prevents foreign-built or foreign-crewed vessels from
competing in ocean trade between ports in the U.S., including the non-
contiguous areas of Puerto Rico, Alaska, Hawaii and Guam.

Experienced Management Team. The Company's officers and directors have
extensive experience in the transportation industry, including an average
of over five years with the Company. The scope of management experience
at Trailer Bridge is well balanced between both trucking and marine
transportation.

Trailer Bridge's strategy for continuing its profitable growth includes
(i) increasing capacity in its Puerto Rico service by 56% with the
addition of two new barges called Triplestack Box Carriers/TM/ designed
specifically for the Company to carry 53' containers, (ii) initiating a
new coastwise marine transportation system offering twice-weekly service
from New York to Florida utilizing three Triplestack Box Carriers/TM/ to
be built in 1998, and (iii) initiating marine service to other Jones Act
protected markets such as Hawaii and Alaska and other offshore markets.

Trailer Bridge was incorporated under the laws of Delaware in August
1991. The Company's headquarters is located at 9550 Regency Square Blvd,
Jacksonville, Florida 32225, and its telephone number is (800) 554-1589.

The Offering

Common Stock offered hereby . . . . . . . . . . . ____________ shares

Common Stock to be outstanding
after the offering . . . . . . . . . . . . . . . ____________ shares (1)

Use of Proceeds . . . . . . . . . . . . . . . . . To purchase revenue
equipment, fund a
dividend to existing
stockholders, reduce
indebtedness and
increase working
capital. See "Use of
Proceeds."

Proposed Nasdaq National Market Symbol . . . . . TRBR

Summary Financial and Operating Data
(In thousands, except share amounts and operating data)

<TABLE>
<CAPTION>
Three Months
Ended
Year Ended December 31, March 31,
1992 1993 1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>

Statement of Operations Data:
Operating revenues . . . . $ 38,778 $ 67,613 $ 72,192 $62,531 $63,148 $14,568 $16,446
Operating income (loss) . (9,309) 5,094 6,175 8,778 4,425 966 1,748
Nonoperating expense (net). (864) (944) (1,805) (1,314) (1,015) (256) (264)
-------- -------- -------- ------- ------- ------ -------
Income (loss) before
provision and pro forma
provision (benefit) for
income taxes . . . . . . (10,173) 4,150 4,370 7,464 3,410 710 1,484
Provision for income taxes -- 9 12 67 39 8 29
-------- -------- -------- ------- ------- ------ -------

Pro forma provision (benefit)
for income taxes(1). . . (3,860) 1,615 2,015 3,037 1,298 259 546

Pro forma net income
(loss)(1) . . . . . . . . $ (6,313) $ 2,526 $ 2,343 $ 4,360 $ 2,073 $ 443 $ 909
======== ======== ======== =======
Pro forma net income (loss)
per common share(1) . . . $ (.63) $ .25 $ .23 $ .51 $ .24 $ .05 $ .11
======== ======== ======== ======= ======= ======= =======
Weighted average shares
outstanding . . . . . . . 10,000 10,000 10,000 8,512 8,500 8,500 8,500

Operating Data:
Operating ratio(2) . . . . 124.0% 92.5% 91.4% 86.0% 93.0% 93.4% 89.4%
Vessel utilization outbound 60.1% 93.5% 90.9% 96.0% 88.4%(3) 96.3% 78.1%(3)
Vessel utilization inbound. 12.1% 36.6% 52.8% 51.6% 42.0%(3) 59.8% 33.6%(3)
Overall vessel capacity
utilization . . . . . . . 36.1% 65.0% 71.8% 73.8% 65.3%(3) 78.1% 55.8%(3)
Tractor loaded mile
percentage . . . . . . . 77.3% 87.1% 86.2% 81.0% 81.5% 83.0% 80.5%
Weighted average tractors . 178 199 256 187 163 174 154
Weighted average trailers . 923 1,629 1,605 1,458 1,762 1,400 1,983

March 31, 1997
As
Actual Adjusted(4)
Balance Sheet Data:
Working capital (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,823) $
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 14,349 _______
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,440 _______
Long-term debt, capital lease obligations, including current portion,
and due to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,242 _______
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,314 _______

</TABLE>
________________________________

(1) Since January 1, 1992, the Company has operated as an S Corporation
under the Internal Revenue Code and the laws of the states that
recognize S Corporation status. As a result, the Company's taxable
earnings were taxed directly to the Company's then-existing
stockholders. Pro forma net income assumes that the Company was
subject to federal and state income taxes and was taxed as a C
corporation at the effective tax rates that would have applied for
all periods. See Note 1 to the Financial Statements. With the
closing of the offering, the Company will become subject to federal
and state income taxes. The pro forma statement of operations data
do not give effect to a non-cash charge (that would have been
approximately $650,000 at March 31, 1997) in recognition of deferred
income taxes that will result from the termination of the Company's S
Corporation status upon effectiveness of the offering.
(2) Operating expenses as a percentage of revenue.
(3) Vessel capacity outbound to Puerto Rico and inbound to the U.S.
increased in 1996 from 266 to 416 48' trailer equivalents.
(4) Adjusted to reflect (i) the sale of _________ shares of Common Stock
offered by the Company at an assumed price of $_________ per share
and the application of the estimated net proceeds therefrom as
described under "Use of Proceeds," and (ii) a non-cash charge (that
would have been approximately $650,000 at March 31, 1997) that will
result from the termination of the Company's S Corporation status.
See "S Corporation Status."

RISK FACTORS

In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating an investment in
the Company's Common Stock.

Operations Dependent on Limited Fleet and Special Loading Structures

The Company's current operations are dependent upon two vessels and
triple deck loading ramps at the Company's port facilities in
Jacksonville, Florida and San Juan, Puerto Rico, the loss of any of which
could have a material adverse effect on the Company. The operation of any
marine vessel involves the risk of catastrophic events due to various
perils of sea. In addition, port facilities in Jacksonville and San Juan
are vulnerable to the risk of hurricanes. In the event of either a total
loss of or major damage to any vessel or ramp, there can be no assurance
that the Company could locate a suitable replacement, or if available,
that such replacement could be obtained on suitable terms. The Company
also would be adversely affected if unexpected maintenance or repairs were
required for any vessel or ramp, all of which have been specially
configured for the Company. The Company does not maintain business
interruption insurance. Accordingly, there can be no assurance that the
loss of, damage to or significant required repair to any of the Company's
vessels or port facilities in the future would not have a material adverse
effect on the Company.

Current Reliance on Single Market

Most of the Company's present revenue comes from freight moving either
to or from Puerto Rico. The Company's current results are therefore
affected by economic conditions and business cycles in Puerto Rico that
may or may not be similar to those in the U.S. The Company's present
reliance on the Puerto Rico market makes it susceptible to changes that it
would not otherwise be exposed to if it operated in a more geographically
diverse market, including a downturn in the local economy, local economic
and competitive factors, changes in government regulations and political
changes. The U.S. Congress has passed legislation that establishes a
phase-out of Section 936 of the Internal Revenue Code, which allowed for
favorable U.S. tax treatment of profits resulting from manufacturing
operations in Puerto Rico. This favorable tax provision contributed to
economic growth in Puerto Rico in the past by enticing U.S. corporations
to establish manufacturing operations in Puerto Rico. Any change in Puerto
Rico's political status with the U.S., or the ongoing debate on such
status, could affect the economy of Puerto Rico. The ultimate effect of
the phase-out of Section 936 or of possible changes in Puerto Rico's
governmental and political status is uncertain, but there can be no
assurance that such issues will not adversely affect the Company.

New Venture Risks

A key element of the Company's strategy for future growth is to expand
into new markets, including the domestic coastwise traffic lanes such as
New York to Florida, while continuing to build the Company's presence in
the Puerto Rico market. In addition, the Company's expansion in both the
Puerto Rico and coastwise traffic lanes will be accomplished with its new
Triplestack Box Carrier/TM/ vessels which will require the Company's
acquisition of containers, chassis units and loading equipment that may
not be compatible with the Company's existing vessels and revenue
equipment. The planned use of Triplestack Box Carriers/TM/ and expansion
into coastal traffic lanes are subject to risks of establishing a new
business, including lack of experience, unforeseen design, operating and
maintenance problems and lack of market acceptance. In the case of the
coastwise traffic lanes, there is presently no comparable marine service
and the Company will be competing with the rail intermodal and truckload
industries. Many competitors in these industries have substantially
greater financial resources, operate more equipment, or carry a larger
volume of freight than the Company. Moreover, the expansion in Puerto
Rico with the Triplestack Box Carriers/TM/ and the entry into new coastal
traffic lanes will require new marketing strategies, additional personnel
and a continuing evaluation of management structure. No assurance can be
given that Trailer Bridge will be able to attract a sufficient number of
customers at freight rates that result in profitable operations in Puerto
Rico and the new traffic lanes and markets it expects to expand into in
the future. See "Business - Growth Strategy."

Ship Construction Risks

The Company has entered into a fixed price contract for the Company's
two Triplestack Box Carriers/TM/, and construction has commenced with the
first vessel scheduled for delivery in November 1997 and the second vessel
scheduled for delivery two months later. No assurance can be given that
there will be no changes in the contract specifications, either as
required by various regulatory bodies or as requested by the Company,
which result in an increase in construction cost and/or a delay in the
delivery of the vessels. Construction of the Triplestack Box Carriers/TM/
also involves the risks associated with any large construction project,
such as weather interference, labor shortages, work stoppages and
unforeseen engineering problems, which could have the effect of increasing
project costs and/or delaying delivery. During the construction of a
vessel, as a matter of state law, laborers and others who perform services
in connection with such construction may have liens against the vessel
under construction.

Rapid Growth of Business

The Company expects to increase its capacity by approximately 56%
between September 30, 1997 and January 31, 1998. This new vessel capacity
will result in a need for additional revenue equipment and drivers. There
can be no assurance that the Company will be able to attract and retain
enough qualified drivers to operate planned additions to the equipment
fleet. Further, expected growth, if achieved, may place a significant
strain on the Company's management, working capital, and accounting and
other operating systems. There is no assurance that such systems will be
adequate to handle such growth or that operating margins will not be
adversely affected by future changes in and expansion of the Company's
business. Finally, the Company may be required to curtail its plans for
growth due to changes in economic conditions.

Potential Loss of Jones Act Protection

The Company's marine operations are conducted in the U.S. domestic
trade, which, by virtue of a set of federal laws known as the Jones Act,
require that only U.S. built, owned and crewed vessels move freight
between ports in the U.S., including the non-contiguous areas of Puerto
Rico, Alaska, Hawaii and Guam. There have been repeated attempts to repeal
these laws, and efforts to effect such repeal are expected to continue in
the future. The Company is already subject to vigorous competition and
potential additional competition in its marine operations, including
competition by companies with financial resources greater than those of
the Company that could be committed to the construction of new vessels in
excess of market requirements. Repeal of the Jones Act could result in
additional competition from vessels built in lower-cost foreign shipyards
and manned by foreign nationals accepting lower wages than U.S. citizens.
There is no assurance that such repeal, if it occurs, would not have a
material adverse effect on the Company in the domestic trades it now
serves or expects to serve in the future.

Economic Factors

The Company has no control over economic factors such as fuel prices,
fuel tax, interest rate fluctuations, recessions, or customers' business
cycles. Significant increases in fuel or other operating costs and
interest rates, to the extent not offset by increases in freight rates,
would adversely affect the Company's operating results. Economic
recessions, temporary inventory imbalances, or downturns in customers'
business cycles also could have a material adverse effect upon the
operating results of the Company. If the resale value of the Company's
revenue equipment were to decline, the Company could receive less upon the
disposition of equipment or find it necessary to retain its equipment
longer, with a resulting increase in operating expenses. The marine and
trucking industries are cyclical with corresponding changes in revenue and
profits. Changes in the level of economic growth as well as changes in
the supply and demand of vessel and trucking capacity can impact both
rates and resale values. The amount and timing of new vessel deliveries
to competing carriers in the Puerto Rico market and rate reductions from
increased capacity, excess capacity or slow market growth could result in
rate instability that could have a material adverse effect upon the
Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Recruitment and Retention of Qualified Drivers

Competition for drivers is intense in the trucking industry, and the
Company occasionally experiences difficulty attracting and retaining
enough qualified drivers. There is, and historically has been, an
industry-wide shortage of qualified drivers, and this shortage could
affect the quality and reliability of the Company's service, force the
Company to significantly increase the compensation it pays to driver
employees, curtail the Company's growth or otherwise affect the Company's
profitability. Difficulty in attracting and retaining qualified drivers
would have a material adverse effect upon the Company's operations and
ability to grow. See "Business - Driver Recruiting and Retention."

Acquisition of Revenue Equipment

The Company's strategy for continued growth is dependent on the
acquisition and deployment of additional revenue equipment. The Company
currently has orders for the purchase of 100 tractors through February
1998 as part of its normal tractor replacement program. The Company also
has contracted for the construction of 53' containers and chassis units
whose delivery is expected to coincide with the vessel construction
schedule for its new Triplestack Box Carriers/TM/. Delays in the
availability of equipment could occur due to work stoppages at the
manufacturer, equipment or supply shortages or other factors beyond the
Company's control. Any delay or interruption in the availability of
equipment in the future could have a material adverse effect on the
Company.

Competition

The trucking industry is highly competitive and fragmented and the
Puerto Rico freight market is also highly competitive. The Company
currently competes with other truckload carriers that provide domestic dry
van service, private fleets operated by existing and potential customers,
and marine carriers that provide ocean service between the U.S. and Puerto
Rico. The Company's planned service in the coastwise traffic lanes will
compete with rail intermodal service and trucking companies. Competition
for the freight transported by the Company is based primarily on freight
rates, and, to a lesser degree, on service and efficiency. Most of the
Company's current and future competitors have substantially greater
financial resources, operate more equipment, or carry a larger volume of
freight than the Company. See "Business - Competition."

Dependence on Key Personnel

The Company's success depends upon key members of management, including
John D. McCown. The loss of one or more key members of management could
have a material adverse effect on the Company. The Company does not
maintain key life insurance policies on any of its officers or management.
See "Management."

Seasonality

The Company's operations are affected by the seasonality of the Puerto
Rico freight market where shipments are generally reduced during the first
calendar quarter and increased during the fourth calendar quarter of each
year in anticipation of Christmas. This seasonality is expected to have a
greater impact on the Company when it increases its capacity with the
addition of two new Triplestack Box Carriers/TM/. In addition, the
Company's operating expenses have historically been higher in the winter
months due to decreased fuel efficiency and increased maintenance costs in
colder weather. The Company's operating revenue and net income may vary
as a result of these factors, and accordingly, results of operations are
subject to fluctuation, and results in any period should not be considered
indicative of the results to be expected for any future period.
Fluctuations in operating results may also result in fluctuations in the
price of the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Seasonality."

Fuel Price Fluctuations

Fuel is one of the Company's largest operating expenses and was 9.5% of
total revenue for the three months ended March 31, 1997. The cost and
availability of fuel is subject to many economic and political factors.
Any increase in fuel taxes or fuel prices, to the extent not offset by
freight rate increases, or any interruption in the supply of fuel, could
have a material adverse effect on the Company's operating results. The
Company has no agreement in place that assures either price or
availability and a dramatic increase in the price of fuel or a shortage of
fuel could have a material adverse impact on the Company. See "Business -
Fuel Availability and Cost."

Environmental Matters

The Company's operations are subject to various environmental laws and
regulations dealing with the transportation, storage, presence, use,
disposal, and handling of hazardous materials and hazardous wastes,
discharge of storm water, and vessel fuel delivery. The Company does not
maintain either aboveground or underground fuel storage tanks on its
properties. Contractors under the direction of the tug owner handle the
delivery of fuel to ocean-going tugs. The Company is not aware of any
fuel spills on land or at sea or hazardous substance contamination on its
properties and believes that its operations are in material compliance
with existing environmental laws and regulations. However, if any such
substances were found on the Company's properties or if the Company were
found to be in violation of applicable laws and regulations, the Company
could be responsible for clean-up costs, property damage, and fines or
other penalties, any one of which could have a material adverse effect on
the Company.

Claims Exposure and Insurance Costs

Trucking and marine transportation companies, including the Company,
face multiple claims for personal injury and property damage relating to
accidents, cargo damage and workers' compensation. The Company currently
maintains a broad range of liability and property insurance covering all
aspects of its business. To the extent that the Company experiences a
material increase in the frequency or severity of accidents or workers'
compensation claims, or unfavorable developments on existing claims, the
Company's operating results and financial condition could be materially
adversely affected. Significant increases in the Company's claims and
insurance cost, to the extent not offset by rate increases, would reduce
the Company's profitability. See "Business - Safety and Insurance."

Government Regulation

The Company is subject to regulation by various Federal and state
agencies, including the Surface Transportation Board, the successor agency
to the Interstate Commerce Commission, the United States Department of
Transportation, the U.S. Coast Guard and various similar state agencies.
These regulatory authorities have broad powers, generally governing
activities such as authority to engage in motor carrier operations,
operational safety, accounting systems, tariff filings of freight rates,
certain mergers, consolidations and acquisitions, and financial reporting.
The Company's marine operations are conducted in the U.S. domestic trade,
which, by virtue of a set of federal laws known as the Jones Act, require
that only U.S. built, owned and crewed vessels move freight between ports
in the U.S., including the non-contiguous areas of Puerto Rico, Alaska,
Hawaii and Guam. The Company is also subject to regulations promulgated
by the Environmental Protection Agency and similar state agencies.
Although management believes that its operations are in material
compliance with current laws and regulations, there can be no assurance
that current regulatory requirements will not change or that currently
unforeseen environmental incidents will not occur or that contamination or
past non-compliance with environmental laws will not be discovered on
properties on which the Company has operated. See "Business -
Regulation."

Reliance on Significant Customers

For the year ended December 31, 1996, the Company's 25 largest
customers represented 36.1% of revenue, its ten largest customers
represented 23.4% of revenue, and its five largest customers represented
16.7% of revenue. Those same customers represented 27.7%, 19.3% and
14.9%, respectively, of total revenue for the year ended December 31,
1995. Most of the Company's contracts with customers are cancelable on 30
days' notice and the penalties for a shipper for breach of contract are
minimal. The loss of any of its major customers could have a material
adverse effect on the Company's operating results and profitability. See
"Business - Marketing and Customers."

Capital Requirements; Leverage

The trucking industry and the vessels utilized to move truckload
freight require extensive investment in revenue equipment. The Company
historically has relied upon vessel charters, debt, capitalized leases,
and operating leases to finance revenue equipment, and it has granted its
lenders liens on substantially all of its assets. If in the future the
Company were unable to borrow sufficient funds, enter into acceptable
lease arrangements, sell or trade its used equipment at acceptable prices,
or raise additional equity capital, the resulting capital shortage would
limit the Company's growth and force the Company to operate its revenue
equipment for longer periods, which would be likely to adversely affect
the Company's growth and profitability. The Company currently has a long-
term debt to total capitalization ratio higher than many of its
competitors. Following the offering, the Company will continue to have
debt and attendant financial risk and susceptibility to increases in
interest rates. See "Use of Proceeds," "Capitalization," and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources."

Voting Control of the Company

Upon completion of the offering, Malcom P. McLean and Clara L. McLean
will beneficially own approximately _____% of all of the outstanding
shares of Common Stock. Accordingly, Malcom P. McLean and Clara L. McLean
will have the ability to elect the entire Board of Directors of the
Company, determine the outcome of all matters involving a stockholder
vote, and take certain actions by written consent with notice to the other
stockholders. See "Principal Stockholders" and "Description of Capital
Stock."

Restriction on Foreign Ownership and Possible Required Divestiture of
Stock

In order to maintain the eligibility of the Company to own and operate
vessels in the U.S. domestic trade, 75% of the outstanding capital stock
and voting power of the Company is required to be held by U.S. citizens.
Although the Company's Certificate of Incorporation contains provisions
limiting non-citizenship ownership of its capital stock, the Company could
lose its ability to conduct operations in the U.S. domestic trade if such
provisions prove unsuccessful in maintaining the required level of citizen
ownership. Such loss would have a material adverse effect on the Company.
If the Company determines that persons who are not citizens of the U.S.
own more than 24.99% of the Company's outstanding capital stock, the
Company may redeem such stock or, if redemption is not permitted by
applicable law, may require the non-citizens who most recently acquired
shares to divest such excess shares to persons who are U.S. citizens in
such manner as the Board of Directors directs. The required redemption
would be at a price equal to the average closing price during the
preceding 30 trading days, which price could be materially different from
the current price of the Common Stock. If a non-citizen purchases the
Common Stock, there can be no assurance that he will not be required to
divest the shares and such divestiture could result in a material loss.
See "Description of Capital Stock Foreign Ownership Restrictions."

Limitations on Takeovers

Certain corporate governance and statutory provisions may inhibit
changes in control of the Company. Applicable provisions of Delaware law
restrict the ability of certain acquirers to engage in un-approved
business combinations with the Company. The Company's Certificate of
Incorporation permits the issuance of additional shares of authorized but
un-issued Common Stock and allows the Board of Directors to establish all
relevant provisions of, and issue preferred stock without further action
by the stockholders. Such preferred stock could be used, for example, in
a stockholder rights plan. See "Description of Capital Stock." In
addition, Malcom P. McLean and Clara L. McLean beneficially own stock
entitled to a majority of the voting power of all of the Company's
outstanding Common Stock. The effect of these provisions and the
concentration of stock ownership could be to make a takeover more
difficult or to discourage a person from attempting a takeover, including
a takeover that some stockholders may deem to be in their best interests.

Shares Eligible for Future Sale

Sales of a substantial number of shares of Common Stock or the
availability of such shares for sale in the public market following the
offering may adversely affect prevailing market prices for the Common
Stock and may make it more difficult for the Company to sell its equity
securities in the future on terms it deems acceptable. Upon completion of
the offering, the Company will have __________ shares of outstanding
Common Stock. All _________ shares of Common Stock offered hereby will be
freely tradable without restriction. The remaining 8,500,000 shares owned
by existing stockholders will be eligible for sale under Rule 144 of the
Securities Act of 1933 (the "Securities Act") beginning 180 days after the
date of this Prospectus.

Lack of Dividends

After the closing of the offering, the Company intends to retain its
earnings to finance the growth and development of its business and does
not anticipate paying cash dividends. Any payment of cash dividends in
the future will depend upon the Company's financial condition, capital
requirements, earnings, restrictions under loan agreements, and other
factors the Board of Directors may deem relevant. See "Dividend Policy."

No Prior Public Market for Common Stock; Determination of Offering Price

Prior to the offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will
develop or, if developed, that such market will be sustained or that the
stock will trade at or above the initial public offering price. The
initial public offering price of the Common Stock offered hereby will be
determined by negotiation between the Company and the Underwriters and may
bear no relationship to the price at which the Common Stock will trade
after completion of the offering. See "Underwriting" for a discussion of
the factors to be considered in determining the initial public offering
price. From time to time the stock market experiences price and volume
volatility, which may affect the market price of the Common Stock for
reasons unrelated to the Company's performance.

Dilution

Purchasers of Common Stock in the offering will incur immediate and
substantial dilution in the net tangible book value of their shares. See
"Dilution."

S CORPORATION STATUS

Since January 1, 1992, the Company has been treated as an S Corporation
under the Internal Revenue Code and the laws of the states that recognize
S Corporation status. Accordingly, the Company's net income was reported
by and taxed directly to the Company's stockholders rather than to the
Company. The Company's S Corporation status will terminate with the
closing of the offering, and in future periods the Company will be subject
to federal and state taxes at applicable rates. The termination of the
Company's S Corporation status will result in a one-time, non-cash charge
to the Company (that would have been approximately $650,000 at March 31,
1997) in recognition of deferred income taxes.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the _________ shares
of Common Stock offered hereby are estimated to be approximately $___
million (assuming an initial public offering price of $_____ per share),
after deducting underwriting discounts, commissions, and estimated
expenses of the offering.

Approximately $13.2 million of the net proceeds will be used to
purchase revenue equipment scheduled for delivery in late 1997 and early
1998. The revenue equipment includes the 53' containers and chassis units
that will be utilized with the two Triplestack Box Carriers/TM/ now being
constructed to expand the Company's service in the Puerto Rico traffic
lane. An additional $6.0 million will be used to fund the payment of
dividends to existing stockholders. Approximately $5.8 million of the net
proceeds will be used to repay debt due to Kadampanattu Corp., which is
wholly owned by Malcom P. McLean, the Company's principal stockholder.
The debt to be repaid bears interest at 8.0% per annum and matures on
December 31, 1997. Approximately $1.5 million of such debt was incurred
in 1997 to fund the Company's 12.5% down payment on the construction of
two Triplestack Box Carriers/TM/. Approximately $2.2 million of the net
proceeds will be used to fund the required 12.5% down payment on three
additional Triplestack Box Carriers/TM/, which is currently expected to be
made in the third quarter of 1997. The approximately $___ million of
remaining proceeds will be used for working capital and general corporate
purposes.

Pending application of the net proceeds as described above, the
Company intends to invest such proceeds in short-term, investment grade,
interest-bearing securities.

DIVIDEND POLICY

The Company currently intends to retain its earnings to finance the
growth and development of its business and does not anticipate paying cash
dividends. Any payment of cash dividends in the future will depend upon
the Company's financial condition, capital requirements, earnings,
restrictions under loan agreements, and other factors the Board of
Directors may deem relevant.

As an S Corporation, the Company has paid dividends to its stockholders
from time to time in part to partially fund or offset their tax liability
with respect to S Corporation earnings. See "S Corporation Status."
Since the Company's inception, it has paid aggregate dividends of $2.6
million. The Company also intends to pay a dividend of $6.0 million to
its existing stockholders with a portion of the net proceeds of the
offering.

CAPITALIZATION

The following table sets forth the current portion of long-term debt,
capital lease obligations, due to affiliate and capitalization of the
Company as of March 31, 1997 after giving retroactive effect to the stock
split and the related increase in authorized capital stock upon the
closing of this offering, and as adjusted to reflect receipt of net
proceeds from the sale of the _________ shares of Common Stock pursuant to
this offering at an assumed offering price of $_____ per share:

<TABLE>
<CAPTION>
March 31, 1997
Actual As Adjusted
(In thousands)
<S> <C> <C>

Current portion of long-term debt and capital lease obligations . . . . . . . . . . . . $ 2,902 $ 2,902
Due to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,878 --
------- -------
$ 8,780 $ 2,902
======= =======
Long-term debt and capital lease obligations (net of current portion) . . . . . . . . . $ 6,462 $ 6,462
Stockholders' equity:
Preferred stock: $.01 par value, 1,000,000 shares
authorized, no shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . -- --
Common Stock, $.01 value, 20,000,000 shares authorized;
8,500,000 shares issued and outstanding, __________
shares issued and outstanding as adjusted(1) . . . . . . . . . . . . . . . . . . 85
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (84)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,314 _____(2)
-------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 6,314 _____(2)
-------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,776 $
======= =======
</TABLE>
________________________________

(1) Excludes 1,000,000 shares of Common Stock reserved for issuance to
employees under the Company's Incentive Stock Plan (of which options
to purchase 600,000 shares at the initial public offering price have
been granted, subject to consummation of the offering). See
"Management - Incentive Stock Plan."
(2) Reflects the payment of a $6.0 million dividend to the Company's
existing stockholders. Also reflects a non-cash charge (that would
have been $650,000 at March 31, 1997) that will result from the
termination of the Company's S Corporation status. See Note 11 to
the Financial Statements.

DILUTION

The net tangible book value of the Company's Common Stock as of March
31, 1997 was approximately $5.4 million, or $.63 per share. Net tangible
book value per share represents the amount of the Company's stockholders'
equity, less intangible assets (consisting of goodwill), divided by
8,500,000 shares of Common Stock outstanding.

Net tangible book value dilution per share represents the difference
between the amount per share paid by purchasers of shares of Common Stock
in the offering made hereby and the pro forma net tangible book value per
share of Common Stock immediately after completion of the offering. After
giving effect to (i) the sale of _________ shares of Common Stock in the
offering at an assumed price of $_____ per share, (ii) the application of
the estimated net proceeds therefrom and (iii) the non-cash charge (that
would have been $650,000 at March 31, 1997) in recognition of deferred
income taxes as described in "S Corporation Status," the pro forma net
tangible book value of the Company as of March 31, 1997, would have been
$_____ million or $_____ per share. This represents an immediate increase
in net tangible book value of $____ per share to existing stockholders and
an immediate dilution in pro forma net tangible book value of $_____ per
share to purchasers of shares of Common Stock in the offering, as
illustrated in the following table:

Assumed public offering price per share . . . . . . . . $
Net tangible book value per share at March 31, 1997 . $ .63
Pro forma non-cash adjustment to recognize deferred
income taxes . . . . . . . . . . . . . . . . . . . (.08)
Increase per share attributable to new investors . .
Pro forma net tangible book value per share after
the offering . . . . . . . . . . . . . . . . . . . . ______
Net tangible book value dilution per share to new
investors . . . . . . . . . . . . . . . . . . . . . . . $
======

The following table sets forth as of March 31, 1997 the difference
between existing stockholders and the purchasers of shares in the offering
(at an assumed offering price of $____ per share) with respect to the
number of shares purchased from the Company, the total consideration paid,
and the average price per share paid:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C> <C>

Existing stockholders . . . 8,500,000 _____% $ 425 _____% $________
New investors . . . . . . . _________ _____% _____________ _____
Total . . . . . . . . . 100.0% $ 100.0%
========= ====== ============= ======
</TABLE>

SELECTED FINANCIAL AND OPERATING DATA

The selected financial data set forth below has been derived from the
financial statements of the Company. The financial statements as of
December 31, 1995 and 1996 and for the three years ended December 31, 1996
have been audited by Deloitte & Touche LLP, independent auditors, and such
financial statements and the report thereon are included in this
Prospectus. The financial statements as of December 31, 1992, 1993 and
1994 and for the two years ended 1993 have also been audited and are not
included herein. The financial statements as of March 31, 1996 and 1997
and for the three months then ended are unaudited. However, in the
opinion of management, all adjustments of a normal recurring nature which
are necessary to present a fair statement of the results for the interim
periods have been made. The unaudited results of operations for the
interim periods are not necessarily indicative of the results for the full
year. The selected financial information set forth below should be read
in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the financial statements appearing
elsewhere in this Prospectus, including the notes thereto.

<TABLE>
<CAPTION>
Three Months
Ended
Year Ended December 31, March 31,
1992 1993 1994 1995 1996 1996 1997
(In thousands, except share amounts and operating data)
<S> <C> <C> <C> <C> <C> <C> <C>

Statement of Operations Data:
Operating revenues . . . . $ 38,778 $ 67,613 $ 72,192 $ 62,531 $ 63,148 $ 14,568 $ 16,446
Operating expenses:
Salaries, wages, and
benefits . . . . . . . . 10,443 15,831 19,307 14,592 13,289 3,435 3,404
Rent and purchased
transportation . . . . . 17,320 23,398 19,616 14,497 16,231 3,430 4,211
Fuel . . . . . . . . . . 3,440 4,240 5,429 5,256 5,883 1,468 1,557
Operations and maintenance 7,512 9,192 11,781 10,553 14,211 3,046 3,206
Taxes and licenses . . . 392 989 960 589 455 138 156
Insurance and claims . . 1,331 2,051 2,202 1,861 2,121 514 522
Communications and
utilities. . . . . . . . 631 824 834 621 608 143 134
Depreciation and
amortization 1,418 1,370 2,647 2,761 2,944 701 689
Other operating expenses. 5,600 4,624 3,241 3,023 2,981 727 819
-------- -------- -------- -------- -------- -------- --------
Total operating expenses 48,087 62,519 66,017 53,753 58,723 13,602 14,698
-------- -------- -------- -------- -------- -------- --------
Operating income (loss) . . (9,309) 5,094 6,175 8,778 4,425 966 1,748
Interest expense, net . . (864) (1,384) (1,817) (1,362) (1,082) (247) (264)
Gain (loss) on sale of
equipment . . . . . . . . -- 440 12 48 67 (9) --
-------- -------- -------- -------- -------- -------- --------
Total nonoperating
expense, net (864) (944) (1,805) (1,314) (1,015) (256) (264)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before
provision and pro forma
provision (benefit)
for income taxes . . . . (10,173) 4,150 4,370 7,464 3,410 710 1,484
Provision for income taxes. -- 9 12 67 39 8 29
-------- -------- -------- -------- -------- -------- --------
Income (loss) before pro
forma provision (benefit)
for income taxes . . . . (10,173) 4,141 4,358 7,397 3,371 702 1,455

Pro forma provision
(benefit) for income
taxes(1) . . . . . . . . . (3,860) 1,615 2,015 3,037 1,298 259 546

Pro forma net income
(loss)(1). . . . . . . . . $ (6,313) $ 2,526 $ 2,343 $ 4,360 $ 2,073 $ 443 $ 909
======== ======== ======== ======== ======= ======== ========

Pro forma net income (loss)
per common share(1). . . . $ (.63) $ .25 $ .23 $ .51 $ .24 $ .05 $ .11
======== ======== ======== ======== ======= ======== ========
Weighted average shares
outstanding(1) . . . . . . 10,000 10,000 10,000 8,512 8,500 8,500 8,500

Operating Data:
Operating ratio(2) . . . . 124.0% 92.5% 91.4% 86.0% 93.0% 93.4% 89.4%
Vessel utilization outbound 60.1% 93.5% 90.9% 96.0% 88.4%(3) 96.3% 78.1%(3)
Vessel utilization inbound. 12.1% 36.6% 52.8% 51.6% 42.0%(3) 59.8% 33.6%(3)
Overall vessel capacity
utilization . . . . . . . 36.1% 65.0% 71.8% 73.8% 65.3%(3) 78.1% 55.8%(3)
Tractor loaded mile
percentage . . . . . . . . 77.3% 87.1% 86.2% 81.0% 81.5% 83.0% 80.5%
Weighted average tractors . 178 199 256 187 163 174 154
Weighted average trailers . 923 1,629 1,605 1,458 1,762 1,400 1,983

Balance Sheet Data (at end of
period):
Working capital (deficit) . $(16,867) $(13,174) $(10,188) $ (4,697) $(1,719) $(3,712) $ (2,823)
Net property and equipment 3,366 9,428 11,118 8,851 12,512 8,189 14,349
Total assets . . . . . . 13,816 20,688 23,521 20,226 24,764 18,557 26,440
Long-term debt, capitalized
leases, including current
portion, and due to
affiliate . . . . . . . . 15,322 22,771 20,776 13,461 13,879 11,085 15,242
Stockholders' equity
(deficit) . . . . . . . . (11,356) (7,214) (2,856) 2,673 6,045 3,376 6,314
</TABLE>
________________________________

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

Trailer Bridge was incorporated in 1991. In February 1992, the Company
commenced integrated truckload and marine services between the U.S. and
Puerto Rico utilizing high-cube truckload equipment and two ocean-going
barges. In April 1992, Trailer Bridge acquired a Midwestern truckload
carrier with significant non-Puerto Rico related domestic revenue,
primarily to increase the size of the Company's truckload fleet. Starting
in late 1994, Trailer Bridge began to increase its focus on serving marine
related markets by reducing inland truckload service in traffic lanes
which were not complementary to lanes serving Puerto Rico freight
customers.

The table below reflects Puerto Rico revenue, non-Puerto Rico revenue
and total revenue for the three years ended December 31, 1996 and the
three months ended March 31, 1996 and 1997:

<TABLE>

Puerto Rico . . . $50,829 70.4% $53,167 85.0% $56,347 89.2% $12,638 86.8% $15,378 93.5%

Non-Puerto Rico . 21,363 29.6% 9,364 15.0% 6,801 10.8% 1,930 13.2% 1,068 6.5%
------- ----- ------- ----- ------ ----- ------- ----- ------ ----

Total . . . . . . $72,192 100.0% $62,531 100.0% $63,148 100.0% $14,568 100.0% $16,446 100.0%
======= ====== ======= ====== ======= ====== ======= ====== ======= ======

During 1996, each of the Company's barge vessels was increased in size
through a mid-body expansion program that resulted in a 56% increase in
vessel capacity and was accomplished over a six-month period. During that
period, only one of the Company's vessels was in service at a time. To
maintain weekly service frequency, a smaller substitute vessel was
utilized, resulting in both reduced revenue and additional costs. For
these reasons, management believes that overall 1996 results are not
indicative of the results that would be expected had both of the Company's
vessels remained in service throughout the year.

On May 21, 1997, the majority stockholder of the Company granted to the
Company's Chairman and Chief Executive Officer, an option to purchase up
to 1,200,000 shares of common stock (adjusted for the 20,000-for-1 stock
split) owned by him at $.74 per share or an aggregate price of $891,330
for all shares. These options are immediately exercisable and have a term
of 10 years. In connection with this option, the Company expects to
record a nonrecurring, noncash charge for compensation expense and a
credit to paid-in capital of approximately $11 million in the second
quarter of 1997, representing the difference between the exercise price
and the deemed fair market value of the common stock at the date of grant.
This option does not involve the issuance of additional shares of common
stock by the Company and therefore, any subsequent purchase of shares
under the option will not have a dilutive effect on the Company's book
value or earnings per share amounts.

Results of Operations

The following table sets forth the percentage relationship of certain
items to operating revenue for the periods indicated:

</TABLE>
<TABLE>
<CAPTION>
Three Months
Ended
Year Ended December 31, March 31,
1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C>

Operating revenue . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%

Operating expenses:
Salaries, wages, and benefits . 26.7 23.3 21.0 23.6 20.7
Rent and purchased
transportation . . . . . . . 27.2 23.2 25.7 23.6 25.6
Fuel . . . . . . . . . . . . . 7.5 8.4 9.3 10.1 9.5
Operations and maintenance . . 16.3 17.0 22.5 20.9 19.5
Taxes and licenses . . . . . . 1.3 0.9 0.7 0.9 0.9
Insurance and claims . . . . . 3.1 3.0 3.4 3.5 3.2
Communications and utilities . 1.2 1.0 1.0 1.0 0.8
Depreciation and amortization . 3.7 4.4 4.7 4.8 4.2
Other operating expenses . . . 4.4 4.8 4.7 5.0 5.0
----- ----- ----- ----- -----
Total operating expenses . . 91.4 86.0 93.0 93.4 89.4
----- ----- ----- ----- -----
Operating income . . . . . . . . 8.6 14.0 7.0 6.6 10.6
Interest expense, net . . . . . . (2.5) (2.2) (1.7) (1.7) (1.6)
Gain (loss) on sale of equipment. 0.0 0.1 0.1 (0.0) 0.0
----- ----- ----- ----- -----
Total nonoperating expense, net (2.5) (2.1) (1.6) (1.7) (1.6)
Income before provision and pro
forma provision
for income taxes. . . . . . . . 6.1 11.9 5.4 4.9 9.0
Provision for income taxes . . . 0.1 0.1 0.1 0.1 0.2
----- ----- ----- ----- -----
Income before pro forma provision
for income taxes . . . . . . . . 6.0 11.8 5.3 4.8 8.8
Pro forma provision for income
taxes . . . . . . . . . . . . . 2.8 4.8 2.0 1.8 3.3
----- ----- ----- ----- -----
Pro forma net income . . . . . . 3.2% 7.0% 3.3% 3.0% 5.5%
===== ===== ===== ===== =====

</TABLE>

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31,
1996

Operating revenue increased $1.8 million, or 12.9%, to $16.4 million
during the three months ended March 31, 1997 from $14.6 million during the
year earlier period. This increase was due to a $2.7 million (21.7%)
increase in Puerto Rico revenue through the utilization of a portion of
the additional capacity resulting from the mid-body project, partially
offset by a $862,000 (44.7%) decrease in non-Puerto Rico revenue as
available tractor capacity was targeted further towards Puerto Rico
revenue. Vessel capacity utilization on the core U.S. to Puerto Rico
traffic lane was 78.1% during the three months ended March 31, 1997,
compared to 96.3% during the year earlier period during which a smaller
substitute vessel was utilized.

Salaries, wages, and benefits were $3.4 million for the three months
ended March 31, 1997, a decrease of $31,000 from the year earlier period
due to a reduction in drivers. As a percentage of revenue, salaries,
wages and benefits decreased to 20.7% during the three months ended March
31, 1997 from 23.6% for the year earlier period. This decrease was
attributable to the increased relative proportion of Puerto Rico revenue,
which is not as labor intensive as non-Puerto Rico revenue.

Rent and purchased transportation increased $781,000 from the year
earlier period due to increased charter fees for the expanded vessels,
partially offset by a reduction in rolling stock rental costs as the
Company increased its concentration of owned equipment. Rent and
purchased transportation increased to 25.6% of revenue during the three
months ended March 31, 1997 compared to 23.6% of revenue during the year
earlier period as a result of the increased charter fees.

Fuel expense as a percentage of revenue was 9.5% during the three
months ended March 31, 1997 compared to 10.1% during the year earlier
period. This decrease was primarily due to additional Puerto Rico revenue
that generally has a lower fuel cost compared to non-Puerto Rico revenue,
partially offset by an increase in average fuel prices.

Operations and maintenance (which includes marine terminal rental and
cargo-handling costs) was $3.2 million for the three months ended March
31, 1997, up from $3.0 million for the year earlier period. As a
percentage of revenue, operations and maintenance decreased to 19.5% from
20.9% during the year earlier period. The improvement resulted from the
elimination of temporary inefficiencies and increased per unit handling
costs associated with the use of a smaller substitute vessel during the
1996 mid-body expansion program, partially offset by the higher operating
costs associated with the Company's expanded Puerto Rico operations.

Insurance and claims decreased to 3.2% of revenue during the three
months ended March 31, 1997 from 3.5% of revenue during the year earlier
period. This decrease was attributable to additional Puerto Rico revenue
that generally has a lower payroll insurance cost compared to non-Puerto
Rico revenue.

Communications and utilities decreased to 0.8% of revenue during the
three months ended March 31, 1997 from 1.0% of revenue during the year
earlier period. This decrease was attributable to additional Puerto Rico
revenue, which generally requires less communication and therefore has a
lower communication cost compared to non-Puerto Rico revenue.

Depreciation and amortization decreased to 4.2% of revenue during the
three months ended March 31, 1997 from 4.8% of revenue during the year
earlier period. This decrease was attributable to the increased relative
significance of Puerto Rico revenue, which to date has not required the
same proportionate investment in depreciable equipment compared to non-
Puerto Rico revenue. Unlike the present vessels, the Triplestack Box
Carriers/TM/ being built in 1997 will be owned by the Company and will be
depreciated by the Company.

Other operating expense (which includes office building rent and
general supplies) was $819,000 during the three months ended March 31,
1997, compared to $727,000 for the year earlier period. As a percentage
of revenue, other operating expense remained constant at 5.0%.

The Company's operating ratio improved to 89.4% during the first
quarter of 1997 from 93.4% during the year earlier period primarily as a
result of the increased Puerto Rico revenue that resulted from the
Company's 1996 mid-body expansion program, as well as a related increase
in the Company's ability to use available trucking capacity for its more
profitable core Puerto Rico traffic.

Interest expense (net) decreased slightly to 1.6% of revenue during the
three months ended March 31, 1997 due to reductions in average outstanding
balances, primarily amounts owed to an affiliate.

As a result of the factors described above, pro forma net income more
than doubled to $909,000 (5.5% of revenue) during the three months ending
March 31, 1997 from $443,000 (3.0% of revenue) during the year earlier
period.

Year ended December 31, 1996 Compared to Year ended December 31, 1995

During 1996, the Company embarked upon an expansion program that
increased the capacity of its vessels by 56% through the insertion of a
mid-body in both of its vessels. Throughout the six-month construction
period, only one of the Company's vessels was in service along with,
first, a substitute vessel one-third smaller, followed by a substitute
vessel more than two-thirds smaller than the Company's pre-modified
vessels. Although weekly service was maintained, the Company was
challenged by both the limited capacity of the smaller vessels and the
subsequent need to fill the increased capacity of the modified mid-body
vessels. Those fluctuations in vessel capacity led to inefficiencies,
temporary loss of business and increased costs in all cost categories,
most notably in the marine cargo handling area.

Operating revenue increased $617,000 (1.0%) to $63.1 million during
1996 from $62.5 million during 1995. This reflects a $3.2 million (6.0%)
increase in Puerto Rico revenue, substantially offset by a $2.6 million
(27.4%) decrease in non-Puerto Rico revenue. The decrease in non-Puerto
Rico revenue resulted from the Company's shift in focus away from domestic
traffic lanes which were not complementary to Puerto Rico traffic lanes
and a decrease in the average length of domestic hauls.

Salaries, wages, and benefits decreased slightly to $13.3 million
during 1996 from $14.6 million for 1995, and decreased as a percentage of
revenue to 21.0% during 1996 from 23.3% during 1995. This decrease as a
percentage of revenues was attributable to a decision to shift away from
various domestic traffic lanes which were not complementary to Puerto Rico
traffic lanes, resulting in a reduction in the number of truck drivers
employed by the Company.

Rent and purchased transportation increased $1.7 million to $16.2
million due to increased charter on the enlarged vessels, partially offset
by reduced leasing. As a percentage of revenue, rent and purchased
transportation increased to 25.7% during 1996 compared to 23.2% during
1995. Included in this category is the tug time-charter and vessel
charter paid by the Company as well as expenses related to leasing
trailers. The increase as a percentage of revenue in the most recent
period was primarily due to (i) inability to generate corresponding
revenue because of the smaller substitute vessels and (ii) continued
payment of pre-modification charter rates while using the smaller vessels.

Fuel expense increased $627,000 to $5.9 million and increased to 9.3%
of revenue during 1996 from 8.4% of revenue during 1995, primarily due to
an increase in average fuel prices.

Operations and maintenance increased $3.6 million to $14.2 million in
1996 from $10.6 million in 1995. Operations and maintenance increased as
a percentage of revenue to 22.5% during 1996 from 17.0% during 1995.
These increases were attributable to an increase in cargo handling costs
related to the complexity of loading substitute vessels during the mid-
body modification project.

Taxes and licenses decreased to .7% of revenue during all of 1996
compared to .9% of revenue during all of 1995. This decrease resulted
from a reduction in non-Puerto Rico revenue which has a higher tax and
license cost (primarily highway taxes and local taxes and licenses)
compared to Puerto Rico revenue.

Insurance and claims increased to 3.4% of revenue during 1996 from 3.0%
of revenue during 1995. This increase was attributable to increased cargo
claims due to the use of smaller substitute vessels during the mid-body
modification project and increased insurance levels related to additional
owned equipment and the enlarged vessels.

Depreciation and amortization increased to $2.9 million, or 4.7% of
revenue, during 1996 from $2.8 million, or 4.4% of revenue, during 1995.
This increase resulted from increases in owned trailers, some of which
replaced trailers utilized under operating leases, partially offset by a
reduction in owned tractors which were previously utilized in the non-
Puerto Rico traffic lanes.

Other operating expenses remained stable at $3.0 million during 1995
and 1996. There was a slight decrease in other operating expenses as a
percentage of revenue to 4.7% for 1996 from 4.8% for 1995.

The Company's operating ratio increased to 93.0% during 1996 from 86.0%
during 1995 primarily as a result of the mid-body expansion project and
inefficiencies related to the substitute vessels, including increased
labor and cargo handling fees and use of specialized equipment, temporary
loss of business, and increased charter fees for the expanded vessels.

Interest expense (net) decreased to $1.1 million, or 1.7% of revenue,
during 1996 from $1.4 million, or 2.2% of revenue, during 1995 due to
reductions in average outstanding balances, primarily amounts owed to an
affiliate.

As a result of the factors described above, pro forma net income
decreased 52.5% to $2.1 million (3.3% of revenue) during 1996 from $4.4
million (7.0% of revenue) during 1995.

Year ended December 31, 1995 Compared to Year ended December 31, 1994

During 1995, the Company continued to tailor its non-Puerto Rico
revenue services to its core Puerto Rico traffic lanes. As a result, many
of the traffic lanes previously served by a truckload carrier acquired in
1992 which did not complement the Company's U.S. to Puerto Rico traffic
lanes were eliminated, and non-Puerto Rico trucking revenue decreased
56.2% to $9.4 million from $21.4 million.

Operating revenue decreased 13.4% to $62.5 million during 1995 from
$72.2 million during 1994 as a direct result of a $12.0 million, or 56.2%,
reduction in non-Puerto Rico revenue, partially offset by a $2.3 million
increase in Puerto Rico revenue. Overall, Puerto Rico revenue increased
4.6% in 1995 compared to 1994.

Salaries, wages, and benefits decreased $4.7 million to $14.6 million,
or 23.3% of revenue, during 1995 from $19.3 million or 26.7% of revenue,
during 1994. This decrease was primarily attributable to the reduction in
non-Puerto Rico revenue and the related reduction in the number of drivers
employed by the Company, primarily owner-operators.

Rent and purchased transportation was $14.5 million, or 23.2% of
revenue, during 1995 compared to $19.6 million, or 27.2% of revenue,
during 1994. This decrease resulted from a reduction in the number of
owner-operator tractors due to the decision to discontinue certain traffic
lanes that did not complement Puerto Rico traffic lanes.

Although fuel expense decreased slightly to $5.3 million in 1995 from
$5.4 million in 1994, it increased to 8.4% of revenue in 1995 compared to
7.5% of revenue in 1994 due to the reduction in the number of owner-
operator tractors, whose fuel cost is included in rent and purchased
transportation.

Operations and maintenance increased to 17.0% of revenue during 1995
compared to 16.3% of revenue for 1994, although decreasing to $10.6
million in 1995 from $11.8 million in 1994. This decrease reflected a
higher proportion of Puerto Rico revenue and its related cargo handling
expense offset by a smaller number of owner-operators.

Taxes and licenses decreased to .9% of revenue during 1995 from 1.3% of
revenue during 1994. This decrease was attributable to a reduction in non-
Puerto Rico revenue, which generally has a higher tax and license cost,
primarily highway taxes and licenses, compared to Puerto Rico revenue.

Insurance and claims decreased to 3.0% of revenue during 1995 from 3.1%
of revenue during 1994. This decrease was attributable to a reduction in
non-Puerto Rico revenue that generally has a higher insurance cost
compared to Puerto Rico revenue.

Communications and utilities decreased to 1.0% of revenue during 1995
from 1.2% during 1994. This decrease was attributable to a lower level of
non-Puerto Rico revenue that generally requires more communication and
therefore has a higher communication cost compared to Puerto Rico revenue.

Depreciation and amortization increased to $2.8 million, or 4.4% of
revenue, during 1995 from $2.6 million, or 3.7% of revenue, during 1994 as
a result of purchases of both tractor and trailer equipment and a
reduction in non-Puerto Rico revenue.

Other operating expenses increased to 4.8% of revenue in 1995 from 4.4%
of revenue in 1994 due to a non-recurring expense for the off-hire of
equipment utilized in domestic traffic lanes which were not complementary
to Puerto Rico traffic lanes.

The Company's operating ratio improved to 86.0% in 1995 from 91.4%
during 1994 primarily as a result of elimination of non-Puerto Rico
traffic lanes and increase in Puerto Rico revenue.

Interest expense (net) decreased to $1.4 million, or 2.2% of revenue,
during 1995 from $1.8 million, or 2.5% of revenue, during 1994 due to
reductions in outstanding average balances, primarily amounts owed to an
affiliate.

As a result of the factors described above, pro forma net income
increased 86.1% to $4.4 million (7.0% of revenue) in 1995 versus $2.3
million (3.2% of revenue) during 1994.

Liquidity and Capital Resources

The growth of the Company's business has required significant
investment in revenue equipment that the Company historically has financed
with charters, borrowings under installment notes payable to commercial
lending institutions, equipment leases from third-party lessors and cash
flow from operations. The Company's primary sources of liquidity
historically have been funds provided by operations, borrowings, leases
with financial institutions and financial support from an affiliate.

At March 31, 1997, working capital was negative $2.8 million, which
reflects $5.8 million due to an affiliate that will be repaid from the net
proceeds of the offering. The Company expects that in future years it
will continue to finance substantially all revenue equipment additions
through borrowing or leasing transactions. The Company also expects that
the offering and its effect on capitalization will enable Trailer Bridge
to finance revenue equipment on more favorable terms than those obtained
in the past. The Company currently has a line of credit from a financial
institution for up to $7.1 million to fund the replacement of 125
tractors. At March 31, 1997, approximately $1.1 million was utilized
under this line of credit, which is secured by the purchased tractors.
The interest rate on amounts currently outstanding under the line of
credit is 1.40% above the financial institution's three-year cost of funds
in effect from time to time (7.98% at March 31, 1997). The Company may
elect different interest accrual options for future borrowings under the
line of credit (see Note 7 to the Financial Statements). The Company had
outstanding long-term debt, capitalized lease obligations and due to
affiliate (including current portions) of approximately $15.2 million at
March 31, 1997, most of which comprised obligations for the purchase of
revenue equipment. See Notes 6 and 7 to the Financial Statements.

Net cash provided by operating activities was $7.2 million in 1996,
compared to $8.1 million in 1995. The difference between the Company's
1996 cash flow and its $3.4 million in net income was primarily
attributable to $3.0 million of depreciation, a $674,000 provision for bad
debt and a $659,000 increase in payables.

Net cash used in investing activities was $9.5 million in 1996 compared
to $5.0 million in 1995. The Company's 1996 cash flow reflects $6.7
million of capital expenditures and $3.2 million of repayments of debt to
an affiliate.

Net cash provided by financing activities was $3.4 million in 1996,
compared to $4.5 million of net cash used in financing activities in 1995.
The Company's 1996 cash flow reflects increased borrowings to finance the
Company's capital expenditure program. The Company paid approximately
$1.2 million in dividends during the three months ended March 31, 1997.

The Company expects vessel and equipment purchases to total
approximately $32.3 million in 1997, of which $12.0 million will be used
for new vessel purchases, $13.2 million for related container and chassis
equipment additions and $7.1 million for replacement tractors. The
Company's projected capital expenditures for its new Triplestack Box
Carriers/TM/ have been funded with a 12.5% down-payment ($1.5 million)
from working capital advanced by the Company's affiliate and to be repaid
out of the proceeds of this offering. The 87.5% remaining balance will be
funded from the escrowed proceeds of a Title XI bond offering in June
1997. The Title XI bonds require equal semi-annual principal payments
over a 25 year term and bear interest at ________%. The approximately
$13.2 million in 53' container and chassis equipment for the new vessels
will be funded from the net proceeds of this offering. See "Use of
Proceeds." The Company's $7.1 million tractor replacement program will be
funded through the sale of used tractors and the line of credit described
above.

During 1997, the Company will complete the construction of a new office
building adjacent to its Jacksonville truck terminal that will centralize
all Jacksonville administrative personnel. The remaining cost of the
office building will be funded with escrowed proceeds from a mortgage and
cash flows from operations.

The Company has a pending application with the U.S. Maritime
Administration for a Title XI guaranty commitment to finance 87.5% of the
construction costs of an additional three Triplestack Box Carriers/TM/
which the Company intends to utilize in the coastwise traffic lanes. The
required $2.2 million down payment, which is expected to be funded in the
third quarter of 1997, will be funded from the net proceeds of this
offering. The Company anticipates that, subsequent to this offering, it
will obtain a formal Title XI commitment from the U.S. Maritime
Administration similar to that obtained in connection with the first two
Triplestack Box Carriers/TM/. Construction of those vessels will then
commence immediately under the Company's fixed-priced contract with Halter
Marine Group, Inc. The initial vessel is expected to be delivered seven
months after construction commences, with additional vessels to follow in
two month increments. Trailer Bridge intends to finance the approximately
$19 million in container and chassis equipment needed in 1998 for these
three Triplestack Box Carriers/TM/ under existing proposals it has
received from financial institutions.

The Company utilizes tugs, terminals, office space, certain trailers
and miscellaneous equipment under a number of operating leases, some of
which include labor and other cost items. The minimum expected payment
under all of these operating leases is $16.1 million in 1997, including
$7.6 million due an affiliate for charter of existing vessels. The
Company also expects to enter into operating leases for additional
miscellaneous equipment related to its Triplestack Box Carriers/TM/,
including reacher-stacker lift trucks used in cargo operations.

Management believes that available borrowings under the line of credit,
equipment financings, cash flow generated from operations and the net
proceeds of this offering will allow the Company to meet its working
capital requirements, anticipated capital expenditures and other
obligations at least through calendar 1998.

Inflation

Inflation has had a minimal effect upon the Company's profitability in
recent years. Most of the Company's operating expenses are inflation-
sensitive, with inflation generally producing increased costs of
operation. The Company expects that inflation will affect its costs no
more than it affects those of other truckload and marine carriers.

Seasonality

The Company's present marine operations are affected by the seasonality
of the Puerto Rico freight market where shipments are generally reduced
during the first calendar quarter and increased during the fourth calendar
quarter of each year in anticipation of Christmas. This seasonality is
expected to have a greater impact on the Company when it increases its
capacity with the addition of two new Triplestack Box Carriers/TM/. The
Company's over-the-road truckload operation also experiences some seasonal
fluctuations in freight volume, as shipments have historically decreased
during the first calendar quarter. In addition, the Company's operating
expenses historically have been higher in the winter months due to
decreased fuel efficiency and increased maintenance costs in colder
weather. Moreover, the Company's quarterly operating revenue and net
income may continue to fluctuate due to the timing of changes in capacity
and other factors. Accordingly, results of operations are subject to
fluctuation, and results in any period should not be considered indicative
of the results to be expected for any future period.

The following table sets forth certain unaudited financial information
for the Company for each of the last nine quarters (dollars in thousands
except per share amounts):

Operating revenues . . . $15,257 $15,832 $15,430 $16,012 $14,568 $14,274 $16,288 $18,018 $16,446
Operating income (loss). 2,097 2,537 1,790 2,354 966 (187) 1,331 2,315 1,748
Pro forma net income
(loss) . . . . . . . . 1,039 1,254 841 1,226 443 (199) 636 1,193 909
Pro forma net income
per common share (loss) $ .12 $ .15 $ .10 $ .14 $ .05 $ (.02) $ .07 $ .14 $ .11

</TABLE>

INDUSTRY OVERVIEW

Trailer Bridge currently operates in the full-load dry van segment of
the U.S. to Puerto Rico freight market and to a lesser degree in the
truckload segment of the domestic trucking industry. The Company also
intends to initiate integrated truckload and marine service between
interior points along the east coast of the U.S. which will compete
primarily with truckload and rail intermodal service in north-south
traffic lanes. Management is investigating a number of other potential
markets in which the Company could replicate its unique integrated
service model.

The ocean freight market between the U.S. and Puerto Rico is
approximately an $800 million market and is currently estimated to consist
of approximately 310,000 loads per year. The market is unbalanced with
more than three times as much cargo moving to Puerto Rico from the U.S. as
is moving in the opposite direction. North-south freight flow imbalances
result in equipment imbalances at interior U.S. points and significantly
lower rates for inbound U.S. cargo compared to outbound U.S. cargo.
Puerto Rico shippers select carriers based primarily upon price. To a
lesser extent, criteria such as frequency, transit time, consistency,
billing accuracy and claims experience are considered.

Freight moving between the U.S. and Puerto Rico is primarily carried
via truck over the inland segment of the freight shipment and via ship or
barge over the marine segment. Most traditional ocean carriers in the
Puerto Rico trade use standard containerized freight systems, employing
20' and 40' marine containers which for over-the-water shipment are
carried on container ships and for over-the-road shipment are placed on
chassis and pulled by conventional tractors. Ocean carriers generally
provide motor carriage of containers through independent contractors,
hired on an as-needed basis. Trailer Bridge is the only operator serving
the Puerto Rico market that has a significant trucking operation and
engages in significant inland domestic freight operations.

As customers realized the cost benefits of consolidating more freight
in a single movement and federal and state governments eased restrictions
on equipment sizes, the prevailing standard trailer size in the domestic
inland truckload industry has progressively increased to today's high
capacity 53' long, 102" wide dry van trailer. By contrast, the capacity
of freight containers used by shipping companies has not progressively
increased over the past 25 years due to, among other reasons, the
significant capital expenditures required to reconfigure existing ships.
Despite the trend of motor carriers toward more efficient high-cube
trailers, the ocean liner trade has retained the use of 20' and 40' ISO
containers as the standard unit of containerized marine freight capacity.
Today, no major truckload motor carrier in the U.S. operates 40' trailers.

The Company plans to be the first to provide integrated truckload and
marine service between U.S. domestic coastwise points along the eastern
seaboard such as New York and Florida, utilizing high-cube 53' equipment.
The Company will target such service primarily at long-haul, price-
sensitive domestic freight which is currently moving on rail intermodal.
The railroad movement of trailers and containers on flatcars has rapidly
grown into a $5.8 billion industry in recent years, primarily due to the
per mile linehaul cost advantage of rail intermodal over comparable
truckload rates on longer hauls. The Company's planned integrated
coastwise truckload and marine freight service is designed to take further
advantage of shippers' proven willingness to move from one mode of
transport to another to reduce distribution costs. Accordingly, the
Company will primarily compete with truckload and rail intermodal service
on the basis of price. Based on studies by an independent consultant, the
Company believes that the eastern domestic long-haul, north-to-south full
load market is in excess of $3.0 billion per year.

BUSINESS

Overview

Trailer Bridge, headquartered in Jacksonville, Florida, is an
integrated trucking and marine freight carrier that currently provides
truckload freight transportation primarily between the continental U.S.
and Puerto Rico. Founded in 1991 by transportation pioneer Malcom P.
McLean, the Company combines an efficient domestic truckload motor carrier
with a low cost barge and tug marine transportation system to provide
seamless truckload freight service between Puerto Rico and points
throughout North America. Trailer Bridge is the only company to operate
marine vessels fully configured to carry 48' and 53' long, 102" wide,
high-cube trailers, which enable the Company to achieve a high level of
equipment utilization rates and other operating efficiencies not readily
available to traditional ocean carriers that primarily use smaller
capacity equipment, such as 40' containers. The Company believes that, as
a result of these efficiencies, its total unit costs per mile are the
lowest of any carrier operating between the U.S. and Puerto Rico.

Trailer Bridge intends to achieve significant growth by providing the
lowest cost freight transportation service to markets well suited to
freight service utilizing a marine movement. Based on volume and pricing
data, the Company believes there are a number of markets in which the
Company's integrated high-cube truckload and marine transportation system
can provide superior full load service at a significant cost advantage
over existing modes of truckload and rail intermodal transportation.

Trailer Bridge's differentiated service quickly gained the acceptance
of U.S. to Puerto Rico shippers, leading to rapid growth and high
equipment utilization. In 1993, the Company's first full year of
operation, Trailer Bridge achieved a 94% outbound (U.S. to Puerto Rico)
vessel utilization rate and captured 5% of the U.S. to Puerto Rico marine
freight market. In response to the rapid market share gains experienced
by Trailer Bridge, the Company, in 1966, increased its vessel capacity by
56% by inserting midsections ("mid-bodies") into its two existing barges,
increasing the capacity of each barge from 266 to 416 48' equivalent
truckload units. For the six months in 1996 during which the vessels were
being lengthened, Trailer Bridge chartered smaller substitute vessels,
resulting in a reduction in 1996 profits. Upon the return to service of
both expanded vessels, revenue and profit levels immediately showed
favorable comparisons to the Company's pre-expansion results.

Trailer Bridge will increase its vessel capacity by an additional 56%
in late 1997 and early 1998, when it takes delivery of two 408' long
container carrying barges ("Triplestack Box Carriers/TM/") designed
specifically for the Company's integrated truckload marine system. The
Triplestack Box Carriers/TM/ are versatile, low-draft vessels that have a
capacity of 213 53' containers, stacked three-high on a single deck.
Construction of these two vessels began in March 1997 and, upon their
completion, they are expected to be deployed in the Company's existing
Puerto Rico freight operation. Trailer Bridge also intends to contract
for the construction of three additional Triplestack Box Carriers/TM/
which it intends to deploy in coastwise service between New York and
Florida. The Company also intends to investigate other marine markets
which are well suited for its unique, cost-efficient transportation
service, such as from the continental U.S. to Hawaii or Alaska.

Competitive Strengths

Management believes that the Company's principal competitive strengths
are:

* Significant Operating Cost Advantage. Trailer Bridge believes it is
the lowest cost provider of freight transportation between the U.S. and
Puerto Rico. Lower overall operating costs are achieved through
significantly higher equipment utilization and lower marine linehaul
costs than those of traditional ocean carriers. The Company's inland
trucking operation achieves significantly higher equipment utilization
and lower unit trucking costs by using 48' and 53' high-cube trailers.
This system provides customers with over 50% more interior capacity
than 40' marine containers but with similar inland trucking costs. The
Company's marine system uses towed ocean-going barges instead of self
propelled container ships to deliver equivalent units of capacity at
significantly lower capital and operating costs. Barges are less
complex and equipment intensive and therefore can be acquired or built
at lower costs per unit of capacity than container ships. Furthermore,
towed barge systems can be operated with lower per unit personnel and
fuel costs due to the less restrictive Coast Guard manning requirements
and lower maximum speed of ocean going tugs. Other components of the
Company's low-cost operating structure include Trailer Bridge's use of
uniform, modern fleet equipment to maximize utilization and flexibility
and minimize operating costs, as well as an emphasis on hiring and
retaining qualified and reliable drivers to reduce the costs of
insurance, recruiting, fuel and maintenance.

* Domestic Truckload Operations. The Company is the only carrier using a
fleet of company-owned and leased tractors and high-cube dry van
trailers to provide transportation services between the continental
U.S. and Puerto Rico. By using high-cube equipment, the mainstay of
the domestic truckload industry, and a centralized dispatch system, the
Company can more effectively compete for and obtain domestic non-Puerto
Rico truckload freight while repositioning equipment for Puerto Rico
shipments. As a result, the Company operates with lower empty miles
and higher equipment utilization than its competitors in the Puerto
Rico trade. The Company is also able to provide more reliable and
consistent service with a company-operated truckload fleet than
traditional ocean carriers generally provide using a variety of smaller
independent contractors.

* Centralized Operation in Strategic Location. Trailer Bridge operates a
centralized truckload operation from its headquarters in Jacksonville.
Because approximately 70% of the Company's truckload freight is
dispatched through Jacksonville on a regular schedule to meet weekly
barge sailings to Puerto Rico, the Company is able to purchase a large
portion of its fuel locally at favorable bulk rates and can schedule
and perform routine maintenance at the Company's terminal facilities at
lower cost and with minimal interruption to tractor dispatch
efficiency. Regular truck routing through Jacksonville also enables
the Company to offer its drivers a more routine schedule with more
frequent stops at home, leading to higher driver retention.
Additionally, the Company's centralized Jacksonville headquarters is
also strategically located near key southern rail and highway
endpoints, connecting cities in the continental U.S. to Puerto Rico and
other Caribbean points.

* Emphasis on U.S. Domestic Ocean Trade. The Company will continue to
concentrate its marine operations in markets protected by the Jones
Act. The Jones Act prevents foreign-built or foreign-crewed vessels
from competing in ocean trade between ports in the U.S., including the
non-contiguous areas of Puerto Rico, Alaska, Hawaii and Guam. Although
the Company believes that its costs are competitive with those of
foreign flagged carriers, it has initially focused on Jones Act
protected markets to take advantage of the larger differential between
its costs and the costs of other Jones Act protected U.S. flag
carriers. Furthermore, two of the largest carriers in the Puerto Rico
trade have agreed with the U.S. Maritime Administration to certain
restrictions on adding capacity in the Jones Act trades, including
their respective Puerto Rico services.

* Experienced Management Team. The Company's officers and directors have
extensive experience in the transportation industry, including an
average of over five years with the Company. The scope of management
experience at Trailer Bridge is well-balanced between both trucking and
marine transportation. The Company's Chief Executive Officer and
President have been involved in maritime trade for 19 and 26 years,
respectively, and the Company's Vice President of Sales has over 25
years of experience in the trucking industry. The Company believes
that the diverse skills of its management team have permitted Trailer
Bridge to conceive, implement and expand a unique integrated
transportation system that applies the best practices of this country's
cost-efficient truckload business to the marine sector.

Growth Strategy

The following are the key elements of the Company's growth strategy:

* Increased Market Share of Puerto Rico Market. Trailer Bridge plans to
increase the capacity of its Puerto Rico service by adding two new
barges, to be known as Triplestack Box Carriers/TM/, designed
specifically for the Company to carry 53' containers. The addition of
two Triplestack Box Carriers/TM/ will increase the Company's overall
capacity by 56% and allow the Company to increase its frequency of
service to Puerto Rico to two sailings per week from the current weekly
service. Management believes that the Company's lack of available
capacity and its limited service frequency have, to date, limited its
volume of business with certain existing customers and precluded other
customers from utilizing the Company's services. The Triplestack Box
Carriers/TM/ are designed specifically to carry high capacity 53'
containers, which the Company believes are preferred by customers and
will therefore increase demand for its services. Added vessel capacity
and frequency will also allow the Company to pursue additional backhaul
revenue opportunities and seek high equipment utilization because of
the more balanced availability of trucking capacity.

* Initiation of Coastwise Service. Following its planned expansion of
Puerto Rico service, the Company intends to commence a twice-weekly New
York to Florida coastwise service utilizing three additional
Triplestack Box Carriers/TM/. These vessels, combined with the
Company's trucking capabilities and expertise in operating an
integrated system, are expected to provide equivalent service with
superior linehaul costs compared to truckload and a typical rail
doublestack train. This will in turn allow the Company to compete
effectively with truckload and rail intermodal carriers on the basis of
price. The Company believes the New York to Florida traffic lane is
the most attractive market in which to initiate its coastwise service
but believes there are numerous other coastwise traffic lanes
(including Gulf coast and West coast lanes) in which the Company can
provide a more cost efficient freight service for shippers.

* Service to Other Jones Act and Offshore Markets. The freight markets
between the continental U.S. and points in Hawaii and Alaska are
similar in overall size to the Puerto Rico market and are served by
traditional marine carriers that do not utilize 48' or 53' conveyance
units. The lack of appropriate and available port facilities in Hawaii
and Alaska acts as a barrier to entry in those markets. However, the
design and loading requirements of the Company's Triplestack Box
Carrier/TM/ should allow the Company to serve these and other new
markets from waterfront sites that do not require the traditional
infrastructure investments associated with port facilities.
Additionally, the Company believes there are other potential non-Jones
Act Caribbean markets where the Triplestack Box Carrier/TM/ system
could be quickly implemented with minimal investment in port
facilities.

* Capacity and Environmental Constraints on Other Modes. On a longer-term
basis, the Company believes that its planned coastwise service will
benefit from a growing capacity constraint in both the rail and highway
systems. Management also believes that the coastwise service will be
more environmentally attractive compared to the rail and truck
transport sectors, as it emits lower fuel emissions and operates at
greater distances from densely populated areas. Finally, the
increasing publicity attendant to train and truck accidents,
particularly those involving passenger automobiles, should offer an
attractive political environment for expansion of the Company's
maritime service.

Operations

Trailer Bridge operates a fleet of 154 tractors and 1,937 high-cube
trailers which transport truckload freight between the Company's
Jacksonville port facility and inland points in the U.S. The Company also
provides full truckload service between interior points within the
continental U.S., primarily to increase equipment utilization, minimize
empty miles and maximize revenue while repositioning equipment to carry
Puerto Rico bound freight. The Company maintains a centralized dispatch
and customer service operation at its Jacksonville headquarters to
schedule pickup and delivery of customer freight. The operations center
features a fully integrated computerized dispatch, customer service
network. Customer service representatives solicit and accept freight,
quote freight rates, and serve as the primary contact with customers.
Dispatch and customer service personnel work together to coordinate Puerto
Rico and non-Puerto Rico freight to achieve the most optimum load balance
and minimize empty miles within the Company's truckload operation.

Trailer Bridge currently operates two 736' triple-deck, roll-on/roll-
off ocean-going barges. Loading of the barges is performed using small
maneuverable yard tractors by stevedores hired by an outside contractor.
Once per week, the Company's two barge vessels sail between San Juan and
Jacksonville, one in each direction. One vessel is scheduled to arrive in
Jacksonville on Tuesday at 8:00 a.m. and depart on Thursday at 2:00 p.m.,
while the other vessel is scheduled to arrive in San Juan on Wednesday at
6:00 a.m. and depart on Wednesday at 8:00 p.m. Each barge is towed at
approximately 9 knots by one 8,000 horsepower diesel-powered tug. The
tugs are time-chartered and are manned by employees of the unaffiliated
tug owner. Compared to a self-propelled vessel, a towed barge has reduced
Coast Guard manning requirements and higher fuel efficiency. Similarly,
the large number of U.S. tugs available for charter provides the Company
with a reliable source for towing services.

Marketing and Customers

The Company's sales and marketing function is led by senior management
and sales professionals based in Jacksonville, San Juan and other key
strategic U.S. cities. These sales personnel aggressively market Trailer
Bridge to shippers as a customer-oriented provider of value-priced,
dependable, consistent service. The efforts of sales personnel are
augmented by customer service personnel. The Company targets major
shippers with high volume, repetitive shipments whose freight lends itself
to integrated trucking and marine service.

The Company develops its pricing proposals based upon a systematic
analysis of its own costs. When comparing its prices to other carriers,
Trailer Bridge seeks to demonstrate the superior value its system offers
on a per cubic foot or per product shipped basis. Management believes
that the Company's tightly controlled and continuously reviewed pricing
model, although more typical in the truckload industry, positively
differentiates Trailer Bridge from traditional marine carriers.

The Company believes that price is the primary determinant in the
freight lanes in which it is involved. Nonetheless, the Company also
believes that Trailer Bridge has a competitive advantage through its
ability to provide better service that results from its single company
control of the entire freight movement over land and water. This service
frees the customer from the operational complexities of coordinating the
interface between over-the-road and marine service. The Company's
customer service philosophy has generated increasing demand from existing
customers for additional equipment and sailings and has led to ongoing
relationships with customers such as Chrysler, General Motors, K Mart,
General Electric and DuPont.

Management believes the Company's growth with existing customers
evidences customer satisfaction. From 1995 to 1996, the Company's revenue
from its current top 5, 10, and 25 customers has grown by 13.0%, 21.5% and
31.2%, respectively, as the Company has capitalized on its reputation for
value and consistent service. Trailer Bridge's philosophy is consistent
with the trend among shippers toward establishing core carrier
relationships with truckload carriers.

The Company has a diversified customer base. Typical shipments to
Puerto Rico include furniture, consumer goods, toys, new and used cars and
apparel. Typical shipments from Puerto Rico include health products,
electronics, shoes and scrap aluminum. Management intends to continue
developing business with existing customers as well as attempting to add
new core carrier relationships. The Company's top 5, 10, and 25 customers
accounted for 16.7%, 23.2% and 36.1% of revenue, respectively, in 1996.

The Company has written contracts with substantially all of its
customers. These contracts generally specify service standards and rates,
eliminating the need for negotiating the rate for individual shipments.
Although a contract typically runs for a specified term of at least one
year, it generally may be terminated by either party upon 30 days' notice.
The penalties for a shipper for breach of contract are minimal.

Existing and Planned Vessels

The Company's present vessels are 736' by 104' triple-deck roll-
on/roll-off barges. Each deck has ten lanes which are accessed from the
stern of the vessel via ramp structures in Jacksonville and San Juan that
have been built to the Company's specifications. Four lanes on each
vessel have been converted to carry new and used automobiles on car decks
that allow approximately 11 cars to fit in the space previously used for
one 48' trailer. The trailers are secured on the vessel by attachment to
pullman stands which are engaged and disengaged with specially configured
yard tractors used to back the trailers into position on the vessel. The
present vessels can be fully discharged and re-loaded within one eight
hour shift, although the Company generally makes use of additional
available slack time in Jacksonville to schedule cargo activity over
periods that will minimize total cost.

The two Triplestack Box Carriers/TM/ to be used in the Puerto Rico
traffic lane are single deck barges. These 408' by 100' vessels are being
built at Halter Marine Group, Inc.'s Pearlington, Mississippi shipyard
under fixed-priced contracts which call for delivery of the first vessel
in November 1997 and the second vessel in January 1998. In the Puerto
Rico service, the two Triplestack Box Carriers/TM/ are expected to achieve
the scheduled service speed of 9 knots with a tug in the 6,500 horsepower
range, with larger tugs attaining tow speeds of approximately 11 knots.
These vessels will utilize the same port facilities as the present
vessels. See "Business - Port Facilities." Wheeled vehicles known as
reacher-stackers will carry and load the containers. These highly
maneuverable vehicles are currently used by railroads to load containers.
Similarly, the reacher-stackers are significantly less expensive than the
cranes required for loading and unloading containers from the holds of
ships and will instead directly access the deck of the vessel via simple
and movable linear ramps. The Company believes that the total cargo
handling cost per unit of the Triplestack Box Carriers/TM/ in the Puerto
Rico traffic lane will be similar to that experienced with its present
roll-on/roll-off vessels. The Company intends to acquire three additional
Triplestack Box Carriers/TM/ in 1998 to use in the coastwise traffic lanes
as a cost-efficient alternative to truckload and rail intermodal. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources" and "Business - Growth
Strategy."

Revenue Equipment

Trailer Bridge's equipment strategy is to operate modern tractors and
trailers in order to (i) reduce fuel, maintenance and parts costs, (ii)
promote the reliable service customers demand from core carriers and (iii)
help attract and retain drivers. At March 31, 1997, the Company had 154
tractors. The Company's practice is to trade or replace its tractors on a
450,000-mile cycle which generally occurs during the fourth year.
Management anticipates that the Company's ongoing fleet upgrade program
will significantly decrease its maintenance, repair and parts expenses.
In addition, the new tractors, in combination with a fuel consumption
incentive program for the drivers, are expected to generate better fuel
mileage than the tractors to be traded. All of the new power units are
conventional tractors (engine-forward) that are preferred by drivers.
These units include, among other amenities, the large "condo" sleeper
compartment with full standing room.

At March 31, 1997, the Company operated 1,937 dry trailers, 1,772 of
which were 48' x 102" models and 165 of which were 53' x 102" models. The
Company's current practice is to trade or replace owned trailers on a
seven-year cycle and replace leased trailers with owned trailers as leases
expire. Since the trailers spend a significant amount of time on the
Company's vessels and in Puerto Rico, the Company's trailers incur less
miles in a year than those used by a typical truckload carrier. For
instance, in 1996 the Company averaged approximately 10,500 highway miles
per trailer compared to approximately 50,000 miles per year averaged by
typical domestic truckload carriers. For this reason, the Company
believes that its trailers have a longer effective life despite the
corrosive ocean environment encountered on the vessels.

Trailer Bridge has scheduled deliveries of approximately 75 new
tractors during the remainder of 1997 and 25 new tractors during 1998.
After the planned trade-in or sale during 1997 of all its model year 1993
tractors, the Company will have a fleet of approximately 145 owned
tractors with an average age of nine months.

The Company also has scheduled deliveries of approximately 850 new
containers during late 1997 and early 1998, all of which are 53' models
that will be utilized by the two new Triplestack Box Carriers/TM/ to be
deployed in the Puerto Rico traffic lane. These containers are being
built to the Company's specifications and are similar to the 53'
containers utilized on the most efficient rail doublestack operation. The
Company has also contracted to purchase 550 new chassis units which will
be utilized in combination with the 53' containers. Under its fixed-price
contract with a large container manufacturer, Trailer Bridge has an option
to increase its order by up to 250 additional 53' container and chassis
units.

The Company performs light preventative maintenance on equipment at its
Jacksonville operations center, with major maintenance and repairs handled
by outside contractors.

Driver Recruiting and Retention

Trailer Bridge emphasizes driver satisfaction and has made significant
investments to improve its drivers' employment experience. The Company
offers competitive compensation and full health care benefits
differentiating it from many truckload operators. Management believes it
has promoted driver loyalty by assigning drivers to a single dispatcher,
regardless of geographic area, awarding dedicated routes and offering more
predictable home time due to the consistency that results from
Jacksonville as a central hub of operations. Despite driver shortage in
the industry and vigorous competition for drivers during the past several
years, the Company believes its driver turnover is well below that
typically reported by other truckload carriers.

In recent periods the Company has significantly reduced the number of
owner-operators in connection with its decision to decrease domestic
truckload business not tailored to Puerto Rico movements. At March 31,
1997, the Company had only 13 owner-operators. Nevertheless, owner-
operators provide the Company with flexibility to address driver and
equipment needs in the future. The Company compensates owner-operators as
employees who receive the same benefits as regular Company drivers. In
addition, owner-operators receive a flat rate per mile to cover equipment
costs, fuel and maintenance.

Fuel Availability and Cost

The Company actively manages its fuel costs by requiring drivers to
fuel in Jacksonville at an offsite fuel facility where the Company has
established a bulk purchasing arrangement. Whenever possible enroute,
drivers are required to fuel at truck stops and service centers with which
the Company has established volume purchasing arrangements. The Company
offers fuel-conservation bonuses to its drivers based on miles per gallon
thresholds.

Although the Company pays for the marine fuel used by the large tugs it
charters, the actual fuel loading is controlled by tug crew personnel
employed by the tug owner. The fuel is loaded in Jacksonville at a nearby
fuel facility while cargo operations are occurring. By negotiating
directly with fuel vendors and offering volume contracts related to its
marine fuel needs, the Company has obtained better prices than it would
have otherwise been able to attain. The Company has never experienced an
inability to obtain fuel at market driven rates.

Trailer Bridge does not engage in any fuel hedging activities. The
Company historically has been able to pass through most increases in fuel
prices and tires to customers in the form of higher rates, although there
can be no assurance that this will continue in the future. See "Risk
Factors - Fuel Price Fluctuations."

Safety and Insurance

Trailer Bridge emphasizes safety in all aspects of its operations. The
Company maintains its own strict standards for recruiting drivers,
including a minimum of five years of verifiable commercial driving
experience, a safe driving history, and a successful physical examination,
including drug and alcohol testing. Its ongoing driver safety program
includes an initial orientation for all new drivers, 100% log monitoring
and strong adherence to all speed and weight regulations.

The Company bids annually for both marine and land insurance policies.
Major coverages include hull and protection indemnity ($36.7 million and
$1 million limits with $50,000 and $5,000 deductibles), pollution, excess
liability (umbrella up to $30 million), marine cargo, truckers liability,
workers compensation ($1 million with no deductible) and commercial
property (including fair market value property coverage on tractors and
trailers subject to $5,000 and $1,000 deductibles, respectively). The
Company has been successful in reducing premium levels, and management
believes existing coverages are adequate to cover reasonably anticipated
claims. However, there can be no assurance that premium levels will not
increase or that coverage will be adequate in the future. See "Risk
Factors - Claims Exposure and Insurance Costs."

Technology

The Company utilizes an IBM AS-400 computer system to handle its
accounting and operations requirements. The computer system links Company
headquarters, the truck operations center, the San Juan office and the
marine terminals in Jacksonville and San Juan. The system enhances the
Company's operating efficiency by providing cost effective access to
detailed information concerning available equipment, loads, shipment
status and specific customer requirements, and permits the Company to
respond promptly and accurately to customer requests.

The Company's electronic data interchange ("EDI") capability allows
customers to tender loads, receive load confirmation, check load status,
and receive billing information via computer. The Company's EDI system
also is designed to accelerate receivables collection. The Company's
largest customers require EDI service from their core carriers.
Management believes that advanced technology will be required by an
increasing number of large shippers as they reduce the number of carriers
they use in favor of core carriers.

The Company believes that the open structure of the internet will
replace many of the traditional EDI functions and intends to expand its
website (www.trailerbridge.com) to accommodate such technology.

Properties

Trailer Bridge is headquartered in Jacksonville, Florida, where it is
completing construction of a 16,000 square foot office building adjacent
to its owned truck operations center. Upon completion in mid-1997, this
facility will centralize 75 Jacksonville personnel in one location. The
new office building has also been designed so that additions can be
constructed to serve the Company's foreseeable future needs. The truck
operations center property was purchased in 1996 and consists of 17.8
acres near Interstate 95, approximately 2 miles from the Company's marine
terminal on Blount Island. In addition to the new office building, the
property includes a 11,400 square foot tractor maintenance shop where oil
changes and light preventative maintenance are performed, a trailer
washing facility, a drivers lounge and parking space for tractors and
trailers. The Company believes that additional acreage contiguous to its
truck operations center can be purchased to accommodate future expansion.

The Company maintains small sales office facilities in Georgia, North
Carolina, Illinois, Ohio and New Jersey which are utilized by sales
personnel. The Company also rents a 2,600 square foot office in San Juan
where 11 Puerto Rico administrative and sales personnel are based.

Port Facilities

The Company utilizes port facilities in Jacksonville and San Juan where
its vessels are loaded and freight is stored awaiting further movement by
either vessel or truck. Trailer Bridge's terminal in Jacksonville is
located on Blount Island and consists of a berthing area and 17 acres
leased from the Jacksonville Port Authority. The lease, which expires in
2002, allows the Company to use the berthing area on a preferential,
although non-exclusive, basis and the land area on an exclusive basis.
The Company pays the Jacksonville Port Authority a monthly rental payment
plus a wharfage payment based upon total cargo volume. The Company's
marine terminal in San Juan consists of a berthing area and 31 acres that
the Company utilizes on a preferential basis under a stevedoring services
agreement with the contractor who provides cargo handing services. This
agreement, which expires in 2006, calls for the Company to make fixed
payments as well as payments based upon total cargo volume and the
prevailing wharfage rates of the Puerto Rico Ports Authority.

Both of the present port facilities have been improved with triple-deck
ramp structures, part of which float to allow the sterns of the present
vessels to be mated with the ramps for loading operations. These ramp
facilities were built by the present vessel owner and are included in the
charter payments Trailer Bridge makes to its affiliate. The new
Triplestack Box Carriers/TM/ will not need to utilize the existing ramps
but will instead be accessed from simple, movable ramps that will
typically bridge less than 10' compared to the 55' difference bridged in
the existing operation. Trailer Bridge believes that its present marine
terminals in Jacksonville and Puerto Rico are sufficient to accommodate
the expected growth from the introduction of the two new vessels.

The Company's expansion into coastwise traffic lanes will require new
port facilities. Due to their shallow draft, relatively small overall
size and ability to unload and load without significant shore-side ramp
facilities or cranes, Triplestack Box Carriers/TM/ can be accommodated at
port facilities that would not be appropriate for the present vessels or
for other similar-sized vessels. These facilities include private sites
that have not previously been utilized for cargo operations. Trailer
Bridge believes that it will be able to find sufficient marine sites that
lend themselves to the low-cost unloading and loading operation it
envisions for the Triplestack Box Carriers/TM/ to be deployed in the
coastwise traffic lanes.

Competition

The Company currently competes with four carriers for freight moving
between the U.S. and Puerto Rico. The current operators in the Puerto
Rico trade are Navieras de Puerto Rico ("NPR"), Sea-Land Service, Inc.,
Crowley American Transport, Sea-Barge Marine and Trailer Bridge. Based on
available industry data for the first quarter of 1997, NPR, which was
purchased from the Puerto Rico government in a leveraged buyout in 1995,
has approximately 32% of the market share and operates five container
vessels configured to carry primarily 40' marine containers. Sea-Land
Service, Inc., a subsidiary of CSX Corporation, has approximately 24% of
the market share and operates five container vessels that also carry
mainly 40' containers. Crowley American Transport, a subsidiary of
privately held Crowley Maritime Corp., has approximately 30% of the market
share and operates nine roll-on/roll-off barges in various services
between the U.S. and Puerto Rico. Although Crowley now uses some 48'
trailers, its main equipment size is 45' by 96" wide trailers. Sea Barge
Marine has approximately 7% of the market share with four container barges
that primarily carry 40' marine containers. Trailer Bridge also has
approximately 7% of the market share with its present two roll-on/roll-off
vessels.

Puerto Rico shippers select carriers based primarily upon price. To a
lesser extent, criteria such as frequency, transit time, consistency,
billing accuracy and claims experience are considered. The Company faces
vigorous price competition from competitors in the Puerto Rico market, two
of which are part of larger transportation organizations that possess
greater financial resources than the Company. While the Company believes
it is the lowest cost per unit operator in the Puerto Rico traffic lane,
it does not always offer the lowest effective price as certain operators
at times engage in a practice of freight rate reduction that the Company
believes to be inconsistent with their own cost structure.

The Company's planned coastwise service is expected to compete
primarily with large railroads that move intermodal freight and, to a
lesser extent, trucking companies. Many of these competitors are
significantly larger and possess substantially greater financial resources
than the Company. The Company intends to compete by offering customers
value-based pricing derived from its lower linehaul cost per unit. The
Company will target customers with less time sensitive-freight whose
priority is reducing freight costs rather than obtaining the shortest
possible transit times.

The truckload segment of the trucking industry is highly competitive
and fragmented, and no carrier or group of carriers dominates the market.
The Company's non-Puerto Rico traffic lanes, which are used primarily to
balance its core Puerto Rico traffic lanes, compete with a number of
trucking companies as well as private truck fleets used by shippers to
transport their own products. Truckload carriers compete primarily on the
basis of price. The Company's truck freight service also competes to a
limited extent with rail and rail-truck intermodal service, but attempts
to limit this competition by seeking more time and service-sensitive
freight. There are other trucking companies, including diversified
carriers with larger fleets, possessing substantially greater financial
resources and operating more equipment than the Company.

Regulation

As a common and contract motor carrier, the Company is regulated by the
Surface Transportation Board (the successor federal agency to the
Interstate Commerce Commission) and various state agencies. The Company's
drivers, including owner-operators, also must comply with the safety and
fitness regulations promulgated by the Department of Transportation,
including those relating to drug testing and hours of service. For routes
in Canadian provinces, the Company must comply with certain customs and
border crossing requirements and other Canadian regulations, none of which
have a material effect on the Company.

The Company's operations are subject to various federal, state, and
local environmental laws and regulations, implemented principally by the
Environmental Protection Agency and similar state regulatory agencies.
These regulations govern the management of hazardous wastes, discharge of
pollutants into the air, surface and underground waters, and the disposal
of certain substances. Management is not aware of any water or land fuel
spills or hazardous substance contamination on its properties and believes
that its operations are in material compliance with current laws and
regulations.

The Company's marine operations are conducted in the U.S. domestic
trade. A set of federal laws known as the Jones Act requires that only
U.S. built, owned and crewed vessels move freight between ports in the
U.S., including the non-contiguous areas of Puerto Rico, Alaska, Hawaii
and Guam. These marine operations are subject to regulation by various
federal agencies, including the Surface Transportation Board, the U.S.
Maritime Administration and the U.S. Coast Guard. These regulatory
authorities have broad powers governing activities such as operational
safety, tariff filings of freight rates, certain mergers, contraband and
environmental contamination and financial reporting. Management believes
that its operations are in material compliance with current laws and
regulations, but there can be no assurance that current regulatory
requirements will not change. See "Risk Factors - Potential Loss of Jones
Act Protection."

Employees

At March 31, 1997, Trailer Bridge had 244 employees, 140 of which were
drivers. Management believes that its computerized operation and efficient
workforce will permit significant fleet expansion without a corresponding
increase in the number of non-driver employees. The Company's employees
have never been represented by or attempted to organize a union, and
management believes it has a good relationship with the Company's
employees.

Legal Proceedings

The Company from time to time is a party to litigation arising in the
ordinary course of its business, substantially all of which involves
claims for personal injury and property damage incurred in the
transportation of freight. The Company presently is not a party to any
legal proceeding other than litigation arising from vehicle accidents or
cargo damage, and management is not aware of any claims or threatened
claims that reasonably would be expected to exceed insurance limits or
have a materially adverse effect upon the Company's operations or
financial position.

MANAGEMENT

Executive Officers and Directors

The table below sets forth information concerning the Company's
executive officers, directors, and director nominees:

Name Age Position(1)
Malcom P. McLean . . 83 Director
John D. McCown(2) . . 42 Chairman of the Board, Chief
Executive Officer & Director
Ralph W. Heim . . . . 51 President and Chief Operating Officer
Wayne Hodges . . . . 47 Vice President of Sales
J. Edward Morley . . 49 Vice President of Operations
Mark A. Tanner . . . 45 Vice President of Administration and
Chief Financial Officer
Robert van Dijk . . . 51 Vice President of Pricing
William G. Gotimer, Jr. 38 Secretary and General Counsel

(1) Directors are elected annually. Executive officers serve at the
pleasure of the Board of Directors.
(2) Will become a member of the Audit Committee upon the closing of the
offering.

Mr. McLean, a director since April 1991, is the founder and principal
stockholder of Trailer Bridge. His principal business activity during the
past five years has related to developing Trailer Bridge. He served as
President from June 1991 to July 1992 and from January 1995 to November
1995. Mr. McLean is a pioneer in transportation who is responsible for a
number of innovations in both trucking and shipping and who is best known
as the founder of container shipping. He built McLean Trucking Company
into the second largest and most profitable trucking company in the U.S.,
where it was the first major user of diesel engines in its tractors. In
the mid-1950's, he purchased two steamship companies which were combined
to form Sea-Land Service, Inc. which introduced and developed container
shipping. Following the sale of Sea-Land in 1968, Mr. McLean went on to
found McLean Industries whose principal subsidiary, U.S. Lines, became the
largest container shipping company in the world. His business
accomplishments led to his induction in the Fortune Magazine Business Hall
of Fame, and he was referred to by a leading business magazine as "one of
the few men who changed the world."

Mr. McCown, a director since April 1991, has served as the Chairman and
non-employee Chief Executive Officer since November 1995. From July 1992
to November 1995, Mr. McCown was Vice President of the Company. In
addition to his role at Trailer Bridge, he is President and CEO of
Kadampanattu Corp., an affiliate of Trailer Bridge that owns the two
vessels now utilized by Trailer Bridge in its present Puerto Rico service.
Mr. McCown has worked for Malcom P. McLean in various capacities since
1980. Mr. McCown is a graduate of Harvard Business School (MBA, 1980) and
Louisiana State University (BBA, 1975). Prior to joining McLean
Industries in 1980, Mr. McCown worked at U.S. Lines, a subsidiary of
McLean Industries, and at National Bank of North America as a corporate
loan officer. Commencing with this offering, Mr. McCown will become a
full-time employee of the Company. See "Certain Transactions."

Mr. Heim has served as President since November 1995 and Chief
Operating Officer since January 1992. From May 1991 until November 1995,
Mr. Heim served as Vice President of the Company. Prior to joining
Trailer Bridge in 1991, Mr. Heim worked at Crowley Maritime Corporation
for five years in various operating capacities primarily related to its
Puerto Rico service. His other transportation experience includes more
than 15 years with Sea-Land Service, Puerto Rico Marine Management and
U.S. Lines in diverse domestic and international assignments. Mr. Heim
graduated from Jacksonville University with a B.S. in Business Management.

Mr. Hodges has served as Vice President - Sales since November 1995.
Prior to joining Trailer Bridge in September 1995, he served as General
Sales Manager for M.S. Carriers, a major nationwide truckload carrier
based in Memphis. Mr. Hodges was that company's first salesman, beginning
in 1982. Prior to his association with M.S. Carriers, Mr. Hodges'
trucking experience included terminal manager positions at Mistletoe
Express and United Parcel Service as well as a branch manager position at
a trailer sales dealer.

Mr. Morley has served as Vice President - Operations since July 1992
and is responsible for marine and terminal operations. Prior to joining
Trailer Bridge in 1991, Mr. Morley was with Sea-Land Service where he was
responsible for operations in Puerto Rico from 1990 to 1991. Mr. Morley's
overall transportation experience spans over 25 years with major container
transportation companies.

Mr. Tanner, a CPA, has served as Vice President of Administration and
Chief Financial Officer since January 1992. Mr. Tanner joined Trailer
Bridge in 1991 from Crowley Maritime where he was Manager of Analysis and
Statistics for four years. His prior experience includes three years as
Manager of Corporate Planning for The Charter Company, which was a
Jacksonville based $5 billion publicly-held company and five years in
public accounting.

Mr. van Dijk has served as Vice President - Pricing since July 1992 and
directs all pricing related activities. Prior to joining Trailer Bridge
in 1991, Mr. van Dijk worked for Crowley Maritime, where he directed
pricing for the Puerto Rico service. Mr. van Dijk's pricing related
experience includes over 30 years with American Transport, U.S. Lines,
Weyerhauser Shipping, Sea-Land Service and Holland America Lines.

Mr. Gotimer has served as non-employee General Counsel since 1991. Mr.
Gotimer also acts as legal counsel for Malcom P. McLean, including General
Counsel for Kadampanattu Corp. His previous experience includes legal
counsel with British Airways, Plc., Pan American World Airways and McLean
Industries. Mr. Gotimer has an LL. M. degree in Taxation from New York
University School of Law and both a JD and BS degree in accounting from
St. John's University.

Following completion of the offering, the Company intends to add two
independent directors to its Board.

Committees

Following completion of the offering, the Board of Directors intends to
establish an Audit Committee comprised initially of John D. McCown and the
Company's two independent directors and a Compensation Committee comprised
of the Company's two independent directors. The Audit Committee will have
responsibility for reviewing audit plans and discussing audit work,
internal controls and related matters with the Company's independent
public accountants, reviewing the audit report and any accompanying
recommendations, and nominating independent public accountants to perform
the annual audit. The Compensation Committee will have responsibility for
reviewing the compensation of the Company's executive officers, making
recommendations to the Board of Directors, and administering the Company's
Incentive Stock Plan. See "Management - Incentive Stock Plan."

Executive Compensation

The following table summarizes the compensation paid or accrued by the
Company, for services rendered during 1996, to the Company's Chief
Executive Officer and its other five most highly compensated executive
officers:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation(1)
<S> <C> <C> <C> <S>

John D. McCown . . . . . . . 1996 $235,864(2) $37,311 --
Chairman and Chief
Executive Officer
Ralph W. Heim . . . . . . . . 1996 154,904 64,446 $7,625
President and Chief
Operating Officer
J. Edward Morley . . . . . . 1996 112,070 37,311 6,459
Vice President of
Operations
Robert van Dijk . . . . . . . 1996 108,724 37,311 6,923
Vice President of
Pricing
Mark A. Tanner . . . . . . . 1996 104,635 37,311 3,523
Vice President of
Administration
and Chief Financial
Officer
Wayne Hodges . . . . . . . . 1996 104,183 37,311 3,707
Vice President of
Sales

________________________________

(1) Consists of amounts contributed by the Company for the account of the
named executive under the Company's 401(k) plan and excess group term
life insurance premiums, respectively, as follows: Mr. Heim, $4,500
and $1,613; Mr. Morley, $3,344 and $606; Mr. van Dijk, $3,523 and
$965; Mr. Tanner, $3,400 and $578; and Mr. Hodges, $3,125 and $582.
(2) In 1996 and prior years, Mr. McCown provided services to the Company
in connection with the Company's vessel charter from its affiliate,
Kadampanattu Corp. The amount shown as salary on the above table was
paid by the affiliate. Commencing with the closing of the offering,
all of Mr. McCown's compensation will be paid directly by the
Company, and the charter payments will be reduced. See "Certain
Transactions."

Cash Bonus Plan

The Company has historically paid bonuses to employees from an overall
bonus pool equivalent to 10% of pretax income. Partial bonuses equal to
one-half of the expected amount are distributed on a cumulative quarterly
basis, with the final payment made based on audited annual results. The
distribution to individual employees is determined based on a point system
which includes approximately one-half of the Company's non-driver
employees.

Incentive Stock Plan

The Company's Board of Directors and stockholders have adopted an
Incentive Stock Plan designed to attract and retain employees and outside
directors and motivate them through incentives that are aligned with the
Company's goals of increased profitability and stockholder value. The
Incentive Stock Plan is intended to afford the Company wide discretion in
making awards. Awards under the Incentive Stock Plan will be made by the
Compensation Committee of the Board of Directors, which, upon consummation
of the offering, will be comprised solely of persons who qualify as "non-
employee directors," as such term is used in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and "outside directors" as
defined under Section 162(m) of the Internal Revenue Code (the "Code").
Awards may be in the form of incentive options or non-qualified options.
An employee who exercises an incentive option will not be required to
recognize taxable income (and the Company will not be entitled to a tax
deduction) if the employee holds the shares issued on exercise for the
requisite holding period. By contrast, an employee who exercises a non-
qualified option will be required to recognize taxable income on the date
of exercise equal to the spread between the fair market value of the
underlying shares on the date of exercise and the exercise price, and the
Company will be entitled to a corresponding tax deduction. Incentive
options will be designed to comply with applicable provisions of the Code,
including a requirement that exercise prices be equal to at least 100% of
the fair market value of the Common Stock on the date of grant and a ten-
year restriction on the option term. Options for more than 300,000 shares
may not be awarded to any individual during any 12-month period.

The Company has reserved 1,000,000 shares of Common Stock for issuance
pursuant to the Incentive Stock Plan, and has awarded non-qualified
options to executives covering an aggregate of 500,000 shares at an
exercise price equal to the initial public offering price of the Common
Stock, as follows: Mr. McCown, 150,000 shares; Mr. Heim, 100,000 shares;
and Messrs. Hodges, Morley, Tanner, van Dijk and Gotimer, 50,000 shares
each. Such options become exercisable at the rate of 20% per year
beginning on the first anniversary date of the offering. The Compensation
Committee has granted non-qualified options to purchase 100,000 additional
shares to 48 other employees, subject to consummation of the offering, at
an exercise price equal to the initial public offering price. Options
that expire unexercised or are forfeited become available again for
issuance under the Incentive Stock Plan. Unvested options will become
exercisable in full upon a "change of control," as defined in the award
agreements. The Compensation Committee may determine when and in what
amounts future awards vest and options become exercisable. Terms of
awards need not be the same for all participants. The price payable upon
exercise of an option may be satisfied in cash or, in the Committee's
discretion, with previously acquired shares of Common Stock.

401(k) Profit Sharing Plan

The Company maintains a defined contribution plan (the "401(k) Plan"),
which is intended to satisfy the tax qualification requirements of the
Code. All Company personnel age 21 or older are eligible to participate
in the 401(k) Plan after one year of service with the Company. The 401(k)
Plan permits participants to contribute up to 15% of their annual
compensation from the Company, subject to the limit imposed by the
Internal Revenue Code. All amounts deferred under the 401(k) Plan by a
participant fully vest immediately. The 401(k) Plan provides for matching
contributions by the Company at a rate not in excess of 3.0% of
compensation and also permits discretionary contributions. The Company
contributed $142,994 to the 401(k) Plan in 1996. Amounts contributed by
the Company vest 20% each year from the second through the sixth year
after contribution. The Company has no defined benefit or actuarial
plans.

Compensation Committee Interlocks and Insider Participation

Following the completion of the offering, the Company's Compensation
Committee will be comprised of the Company's two independent directors.
Prior to the offering, Malcom P. McLean and John D. McCown made all
decisions concerning executive officer compensation. Mr. McLean is the
sole stockholder and Mr. McCown is the President and CEO of Kadampanattu
Corp., which charters the two mid-body vessels to the Company. See
"Certain Transactions."

Directors' Compensation

After this offering, each non-employee director will receive an annual
retainer of $5,000 and $1,000 for each meeting of the Board of Directors
or committee of the Board of Directors attended by such director (if such
committee meeting is held other than on the day of a Board meeting), plus
reimbursement of expenses incurred in attending such meetings.

CERTAIN TRANSACTIONS

The Company charters two roll-on/roll-off barge vessels and the right
to use related ramp structures in Jacksonville, Florida and San Juan,
Puerto Rico to service the barges from Kadampanattu Corp. ("K Corp"),
which is wholly owned by Malcom P. McLean, the Company's founder,
controlling stockholder and a director. The charters currently provide
for a per vessel payment to K Corp of $10,500 per day and also require the
Company to maintain and repair the vessels and ramps. The charters expire
at the later of September 1, 2010 or the repayment of all obligations
under K Corp's construction loan for the 1996 mid-body expansion program,
which payment has been guaranteed by the Company. Such obligations are
scheduled to be repaid in quarterly installments ending June 30, 2003.
Upon the expiration of the charters, the Company has the option to extend
the charters for an additional eight years at $11,000 per day per vessel,
or may purchase the vessels at their then fair market value. Total
expense under these charters from K Corp was $3.6 million, $3.6 million
and $5.9 million in 1994, 1995 and 1996, respectively. The charter
payments were increased from $5,000 per day per vessel in 1996 following
completion of the mid-body expansion. In the opinion of the Board of
Directors, the terms of the charters are at last as favorable as those
that could be obtained from unaffiliated third parties.

K Corp has also provided the Company with the services of Messrs.
McCown and Gotimer pursuant to the charter arrangements and, accordingly,
K Corp has borne the entire salary expense attributable to such officers'
services. See "Management - Executive Compensation." Effective with the
offering, Mr. McCown will become a full-time employee of the Company, and
the daily charter fee payable by the Company will be reduced from $10,500
to $10,050 per vessel. In addition, the Company has agreed to pay Mr.
Gotimer an annual salary of $50,000 for his legal services.

During 1991, 1992 and early 1993, K Corp advanced funds to the Company.
K Corp also agreed to defer receipt of certain charter-hire due for 1992.
The advances were used by the Company to fund various construction
projects and general and administration expenses. The advances are
represented by a promissory note, which bears interest at 8% and is due on
December 31, 1997 (the "Note"). The highest outstanding principal balance
on the Note during 1994, 1995 and 1996 was $15.4 million, $12.4 million
and $7.8 million respectively, and the total outstanding principal balance
at December 31, 1994, 1995 and 1996 was $12.4 million, $7.8 million and
$4.6 million, respectively. The 1996 amount also reflects a credit of
$1.7 million for substitute vessel costs paid by the Company while the K
Corp vessels were undergoing renovations as part of the mid-body insertion
project. In 1997, the Note was increased by $1.5 million to reflect an
advance made by K Corp to fund the Company's down payment on the two
Triplestack Box Carriers/TM/. Approximately $5.8 million of the net
proceeds of the offering will be used to repay the Note in full. See "Use
of Proceeds."

The Company has guaranteed a $26.5 million term loan obtained by K Corp
for the 1996 mid-body expansion of the vessels chartered to the Company.
The lender has indicated its intention to release the Company from this
guarantee contingent upon the offering. Such loan is scheduled to be
repaid in quarterly installments ending June 30, 2003. The current
outstanding amount of the loan is $24.2 million. The loan is also secured
by a mortgage on K Corp's vessels and a lien on the related ramp
structures. The aggregate of the latest appraised values of the vessels
and related ramps that secure this indebtedness is $63 million.

The Company has long term debt arrangements and lease obligations which
are guaranteed by K Corp and which contain financial covenants that
require the Company and K Corp, on a combined basis, to maintain certain
financial ratios which are calculated as of the end of each fiscal
quarter. The Company and K Corp were in compliance with such covenants at
March 31, 1997. The lender referred to above has indicated its intention
to release K Corp's guarantee on $1.6 million at December 31, 1996
contingent upon this offering. The aggregate amount of such obligations
guaranteed by K Corp at December 31, 1996 was $9.2 million. See Note 7 to
the Financial Statements. The Company intends to seek release of such
guaranties from other lenders contingent upon this offering.

The Company will continue a policy that any transactions with
affiliated persons or entities will be on terms no less favorable to the
Company than those that could have been obtained on an arms-length basis
from unaffiliated third parties. Any such future transactions must be
approved by a majority of the disinterested directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of Common Stock as of the date of this Prospectus, and as
adjusted to reflect the sale of the shares of Common Stock offered hereby,
by each person known by the Company to beneficially own more than 5% of
the outstanding shares of Common Stock; each of the Company's directors,
director nominees, and executive officers identified in the Summary
Compensation Table who beneficially owns any Common Stock; and all
directors and executive officers as a group. Unless otherwise indicated,
each of the stockholders has sole voting and investment power with respect
to the shares beneficially owned. The Company has two stockholders of
record at the date of this Prospectus.

</TABLE>
<TABLE>
<CAPTION>
Percent
Number Before After
Name of Shares Offering Offering(1)
<S> <C> <C> <C>

Malcom P. McLean . . . . . . . . . . . . . . . . . . . . 6,800,000 80.0% _____%
500 Park Avenue, 5th Floor
New York, NY 10022
Clara L. McLean . . . . . . . . . . . . . . . . . . . . . 1,700,000 20.0% _____%
500 Park Avenue, 5th Floor
New York, NY 10022
John D. McCown . . . . . . . . . . . . . . . . . . . . . 1,700,000(2) 20.0% _____%

All directors and executive officers as a group
(8) persons)(2) . . . . . . . . . . . . . . . . . . . . 6,800,000 80.0% _____%

</TABLE>
________________________________

(1) Excludes shares subject to options granted to executive officers
under the Company's Incentive Stock Plan which become exercisable 20%
per year beginning on the first anniversary date of the offering.
(2) Consists of shares subject to immediately exercisable options granted
by Malcom P. McLean to Mr. McCown in February 1994 and May 1997. The
February 1994 options cover 500,000 shares with an exercise price of
$.001 per share and the May 1997 options cover 1,200,000 shares with
an exercise price of $.74 per share.

DESCRIPTION OF CAPITAL STOCK

General

The Company is authorized to issue up to 20,000,000 shares of Common
Stock, $.01 value per share, and 1,000,000 shares of preferred stock, $.01
par value per share. At the date of this Prospectus 8,500,000 shares of
Common Stock, and no shares of preferred stock were issued and
outstanding. The Common Stock is held by two stockholders of record,
including Malcom P. McLean. All of the outstanding Common Stock is, and
the shares of Common Stock offered by the Company hereby when issued and
paid for will be, fully paid and non-assessable.

Common Stock

Voting. Holders of Common Stock are entitled to one vote per share.
All actions submitted to a vote of stockholders are voted on by holders of
Common Stock voting together as a single class. Holders of Common Stock
are not entitled to cumulative voting in the election of directors.

Dividends. Holders of Common Stock are entitled to receive dividends
payable in cash or property other than Common Stock on an equal basis, if
and when such dividends are declared by the Board of Directors from funds
legally available, subject to any preference in favor of outstanding
shares of preferred stock, if any.

Liquidation. In the event of liquidation, holders of Common Stock
participate on a ratable basis in the net assets of the Company available
for distribution after payment or provision for liabilities of the Company
and payment of the liquidation preference, if any, on any outstanding
shares of preferred stock.

Other Terms. Holders of Common Stock are not entitled to preemptive
rights and the Common Stock is not subject to redemption.

The rights, preferences, and privileges of holders of Common Stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of any series of preferred stock which the Company may designate
and issue in the future.

Preferred Stock

The Board of Directors is authorized to issue, from time to time,
without approval of the stockholders, up to 1,000,000 shares of preferred
stock in one or more series. The Board of Directors may fix for each
series: the distinctive serial designation and number of shares of the
series; the voting powers and the right, if any, to elect a director or
directors (and the terms of office of any such directors); the dividend
rights, if any; the terms of redemption, and the amount of and provisions
regarding any sinking fund for the purchase or redemption thereof; the
liquidation preferences and the amounts payable on dissolution or
liquidation; the terms and conditions under which shares of the series may
or shall be converted into any other series or class of stock or debt of
the Company; and any other terms or provisions which the Board of
Directors is legally authorized to fix or alter.

It is not possible to state the actual effect of the authorization of
the preferred stock upon the rights of holders of the Common Stock until
the Board determines the specific rights of the holders of any series of
preferred stock. Depending upon the rights granted to any series of
preferred stock, issuance thereof could adversely affect the voting power,
liquidation rights, or other rights of the holders of Common Stock or
other preferred stock. The Board's authority to issue shares of preferred
stock provides a potential vehicle for use in possible acquisitions and
other corporate purposes, but its issuance, for example in connection with
a stockholder rights plan, could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party
from acquiring, control of the Company. The Company has no present plans
to issue any shares of preferred stock.

Foreign Ownership Restrictions

The Certificate of Incorporation (i) contains provisions limiting the
aggregate percentage ownership by Non-Citizens of each class of the
Company's capital stock (including the Common Stock) to 24.99% of the
outstanding shares of each such class (the "Permitted Percentage") to
ensure that such foreign ownership will not exceed the maximum percentage
permitted by applicable federal law (presently 25.0%); (ii) requires
institution of a dual stock certificate system to help determine such
ownership, and (iii) permits the Board of Directors to make such
determinations as may reasonably be necessary to ascertain such ownership
and implement such limitations. These provisions are intended to protect
the Company's ability to operate its vessels in the U.S. domestic trade
governed by the Jones Act. The ability of the Company to so operate is
necessary to avoid default under certain of the Company's financings, may
enhance the Company's ability to incur additional debt, and may have other
effects upon the Company. See "Risk Factors - Restriction on Foreign
Ownership."

To provide a method to enable the Company reasonably to determine stock
ownership by Non-Citizens, the Certificate of Incorporation requires the
Company to institute (and to implement through the transfer agent for the
Common Stock) a dual stock certificate system, pursuant to which
certificates representing shares of Common Stock will bear legends that
designate such certificates as either "citizen" or "non-citizen,"
depending on the citizenship of the owner. Accordingly, stock
certificates are denominated as "citizen" (blue) in respect of Common
Stock owned by Citizens and as "non-citizen" (red) in respect of Common
Stock owned by Non-Citizens. The Company may also issue non-certificated
shares through depositories if the Company determines such depositories
have established procedures that allow the Company to monitor the
ownership of Common Stock by Non-Citizens.

For purposes of the dual stock certificate system, a "Non-Citizen" is
defined as any person other than a Citizen, and a "Citizen" is defined as:
(i) any individual who is a citizen of the U.S. by birth, naturalization,
or as otherwise authorized by law; (ii) any corporation (a) organized
under the laws of the U.S., or a state, territory, district, or possession
thereof, (b) of which title to not less than 75% of its stock is
beneficially owned by and vested in Citizens, free from any trust or
fiduciary obligation in favor of Non-Citizens, (c) of which not less than
75% of the voting power is vested in Citizens, free from any contract or
understanding through which it is arranged that such voting power may be
exercised directly or indirectly in behalf of Non-Citizens, (d) of which
there are no other means by which control is conferred upon or permitted
to be exercised by Non-Citizens, (e) whose president or chief executive
officer, chairman of the board of directors and all officers authorized to
act in their absence or disability are Citizens, and (f) of which more
than 50% of that number of its directors necessary to constitute a quorum
are Citizens; (iii) any partnership (a) organized under the laws of the
U.S., or a state, territory, district, or possession thereof, (b) all
general partners of which are Citizens, and (c) of which not less than a
75% interest is beneficially owned and controlled by, and vested in,
Citizens, free and clear of any trust or fiduciary obligation in favor of
Non-Citizens; (iv) any association (a) organized under the laws of the
U.S., or a state, territory, district, or possession thereof, (b) of which
100% of the members are Citizens, (c) whose president, chief executive
officer, or equivalent position, chairman of the board of directors, or
equivalent committee or body, and all persons authorized to act in their
absence or disability are Citizens, (d) of which not less than 75% of the
voting power is beneficially owned by Citizens, free and clear of any
trust or fiduciary obligation in favor of Non-Citizens, and (e) of which
more than 50% of that number of its directors or equivalent persons
necessary to constitute a quorum are Citizens; (v) any limited liability
company (a) organized under the laws of the U.S., or a state, territory,
district or possession thereof, (b) of which not less than 75% of the
membership interests are beneficially owned by and vested in Citizens,
free from any trust or fiduciary obligation in favor of Non-Citizens, and
the remaining membership interests are beneficially owned by and vested in
persons meeting the requirements of 46 U.S.C. Sec. 12102 (a), (c) of which
not less than 75% of the voting power is vested in Citizens, free from any
contract or understanding through which it is arranged that such voting
power may be exercised directly or indirectly in behalf of Non-Citizens,
(d) of which there are no other means by which control is conferred upon
or permitted to be exercised by Non-Citizens, (e) whose president or other
chief executive officer or equivalent position, chairman of the board of
directors or equivalent committee or body, managing members (or
equivalent), if any, and all persons authorized to act in their absence or
disability are citizens, free and clear of any trust or fiduciary
obligation in favor of any Non-Citizens, and (f) of which more than 50% of
that number of its directors or equivalent persons necessary to constitute
a quorum are Citizens; (vi) any joint venture, if not an association,
corporation, partnership, or limited liability company (a) organized under
the laws of the U.S., or a state, territory, district, or possession
thereof, and (b) of which 100% of the equity is beneficially owned and
vested in Citizens, free and clear of any trust or fiduciary obligation in
favor of any Non-Citizens; and (vii) any trust (a) domiciled in and
existing under the laws of the U.S., or a state, territory, district, or
possession thereof, (b) the trustee of which is a Citizen, and (c) of
which not less than a 75% interest is held for the benefit of Citizens,
free and clear of any trust or fiduciary obligation in favor of any Non-
Citizens; and (viii) any other entity not specifically listed above which
the Board of Directors reasonably determines is a "Citizen" consistent
with the foregoing definitions and the Jones Act. The foregoing
definition is applicable at all tiers of ownership and in both form and
substance at each tier of ownership. The Board of Directors is
specifically authorized to make reasonable determinations and
interpretations of terms used in the Certificate in defining a "Citizen"
to assure compliance with the Jones Act in accordance with applicable law
and the Certificate.

Shares of Common Stock are transferable to Citizens at any time and are
transferable to Non-Citizens if, at the time of such transfer, the
transfer would not increase the aggregate ownership by Non-Citizens of
that particular class of Common Stock above the Permitted Percentage in
relation to the total outstanding shares of that particular class of
Common Stock. Non-Citizen certificates may be converted to Citizen
certificates upon a showing, satisfactory to the Company, that the holder
is a Citizen. Any purported transfer to Non-Citizens of shares or of an
interest in shares of the Company represented by a Citizen certificate in
excess of the Permitted Percentage will be ineffective as against the
Company for all purposes (including for purposes of voting, dividends, and
any other distribution, upon liquidation or otherwise). In addition, the
shares may not be transferred on the books of the Company, and the
Company, whether or not such stock certificate is validly issued, may
refuse to recognize the holder thereof as a stockholder of the Company
except to the extent necessary to effect any remedy available to the
Company. Subject to the foregoing limitations, upon surrender of any
stock certificate for transfer, the transferee will receive citizen (blue)
certificates or non-citizen (red) certificates, as applicable.

The Certificate of Incorporation establishes procedures with respect to
the transfer of shares to enforce the limitations referred to above and
authorize the Board of Directors to implement such procedures, The Board
of Directors may take other actions or make interpretations of the
Company's foreign ownership policy as it deems necessary in order to
implement the policy. Pursuant to the procedures established in the
Certificate of Incorporation, as a condition precedent to each issuance
and/or transfer of stock certificates representing shares of Common Stock
(including the shares of Common Stock being sold in the offering), a
citizenship certificate may be required from all transferees (and from any
recipient upon original issuance) of Common Stock and, with respect to the
beneficial owner of the Common Stock being transferred, if the transferee
(or the original recipient) is acting as a fiduciary or nominee for such
beneficial owner. The registration of the transfer (or original issuance)
will be denied upon refusal to furnish such citizenship certificate, which
must provide information about the purported transferee's or beneficial
owner's citizenship. Furthermore, as part of the dual stock certificate
system, depositories holding shares of the Company's Common Stock will be
required to maintain separate accounts for "Citizen" and "Non-Citizen"
shares. When the beneficial ownership of such shares is transferred, the
depositories' participants will be required to advise such depositories as
to which account the transferred shares should be held. In addition, to
the extent necessary to enable the Company to determine the number of
shares owned by Non-Citizens, the Company may from time to time require
record holders and beneficial owners of shares of Common Stock to confirm
their citizenship status and may, in the discretion of the Board of
Directors, temporarily withhold dividends payable to, and deny voting
rights to, any such record holder or beneficial owner until confirmation
of citizenship is received.

Should the Company (or its transfer agent for the Common Stock) become
aware that the ownership by Non-Citizens of Common Stock at any time
exceeds the Permitted Percentage (the "Excess Shares"), the Board of
Directors is authorized to withhold dividends and other distributions
temporarily on the Excess Shares, pending the transfer of such shares to a
Citizen or the reduction in the percentage of shares owned by Non-Citizens
to or below the Permitted Percentage, and to deny voting rights with
respect to the Excess Shares. If dividends and distributions are to be
withheld, they will be set aside for the account of the Excess Shares. At
such time as such shares are transferred to a Citizen or the ownership of
such shares by Non-Citizens will not result in aggregate ownership by Non-
Citizens in excess of the Permitted Percentage, the dividends withheld
shall be paid to the then record holders of the related shares. Excess
Shares shall, so long as the excess exists, not be deemed to be
outstanding for purposes of determining the vote required on any matter
brought before the stockholders for a vote. The Certificate of
Incorporation provides that the Board of Directors has the power, in its
reasonable discretion and based upon the records maintained by the
Company's transfer agent, to determine those shares of Common Stock that
constitute the Excess Shares. Such determination will be made by
reference to the date or dates on which such shares were purchased by Non-
Citizens, starting with the most recent acquisition of shares by a Non-
Citizen and including, in reverse chronological order, all other
acquisitions of shares by Non-Citizens from and after the acquisition that
first caused the Permitted Percentage to be exceeded; provided that Excess
Shares resulting from a determination that a record holder or beneficial
owner is no longer a Citizen will be deemed to have been acquired as of
the date of such determination. To satisfy the Permitted Percentage
described above, the Certificate of Incorporation authorizes the Board of
Directors, in its discretion, to redeem (upon written notice) Excess
Shares in order to reduce the aggregate ownership by Non-Citizens to the
Permitted Percentage. As long as the shares of Common Stock offered
hereby continue to be authorized for quotation on the Nasdaq National
Market, the redemption price will be the average of the closing sale price
of the shares (as reported by the Nasdaq National Market) during the 30
trading days next preceding the date of the notice of redemption. The
redemption price for Excess Shares will be payable in cash. In the event
the Company is not permitted by applicable law to make such redemption or
the Board of Directors, in its discretion, elects not to make such
redemption, the Company may direct the holder of Excess Shares to sell all
such Excess Shares for cash in such manner as the Board of Directors
directs.

Certain Provisions of Certificate and Bylaws

Provisions with Anti-Takeover Implications. Certain provisions of the
Company's Certificate of Incorporation ("Certificate") and Bylaws deal
with matters of corporate governance and the rights of stockholders.
Under the Company's Certificate, the Board of Directors may issue shares
of preferred stock and set the voting rights, preferences, and other terms
thereof. The Certificate provides that a special meeting of stockholders
may be called only by the Chairman of the Board or a majority of the
directors. Such provisions could be deemed to have an anti-takeover
effect and discourage takeover attempts not first approved by the Board of
Directors (including takeovers which certain stockholders may deem to be
in their best interest). Any such discouraging effect upon takeover
attempts could potentially depress the market price of the Common Stock or
inhibit temporary fluctuations in the market price of the Common Stock
that otherwise could result from actual or rumored takeover attempts.

Indemnification and Limitation of Liability. Under its Certificate and
Bylaws, the Company may indemnify its officers and directors against all
liabilities and expenses reasonably incurred in connection with service
for or on behalf of the Company to the full extent permitted by Delaware
law. The Company also is authorized to advance expenses, purchase
insurance, enter into indemnification agreements, and otherwise grant
broader indemnification rights. The Company intends to enter into
indemnification agreements with its executive officers and directors and
purchase directors' and officers' liability insurance coverage on their
behalf. The Certificate also eliminates the liability of directors and
officers to the Company or its stockholders for monetary damages for
breach of fiduciary duty except to the extent such exemption from
liability or limitation thereof is not permitted under applicable law.
This provision does not eliminate the duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In
addition, each director continues to be subject to liability for monetary
damages for acts or omissions involving intentional misconduct, fraud,
knowing violations of law, and unlawful distributions. The Company
believes that these provisions of its Certificate and Bylaws are necessary
to attract and retain qualified persons as directors and officers.

Delaware Business Combination Statute

Section 203 of the Delaware General Corporation Law ("Section 203")
provides that, subject to certain exceptions specified therein, an
interested stockholder of a Delaware corporation shall not engage in any
business combination with the corporation for a three-year period
following the date that such stockholder becomes an interested stockholder
unless (i) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming
an interested stockholder, the interested stockholder owned at least 85%
of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding certain shares) or (iii) on or subsequent
to such date, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special
meeting of stockholders by the affirmative vote of at least 66-2/3% of the
outstanding voting stock which is not owned by the interested stockholder.
Except as otherwise specified in Section 203, an interested stockholder is
defined to include (x) any person that is the owner of 15% or more of the
outstanding voting stock of the corporation, or is an affiliate or
associate of the corporation, and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within three years
immediately prior to the relevant date and (y) the affiliates and
associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions
imposed thereunder. The Certificate of Incorporation does not exclude the
Company from the restrictions imposed under Section 203. The provisions
of Section 203 may encourage companies interested in acquiring the Company
to negotiate in advance with the Board of Directors since the stockholder
approval requirement would be avoided if a majority of the directors then
in office approve either the business combination or the transaction which
results in the stockholder becoming an interested stockholder. Such
provisions also may have the effect of preventing changes in the
management of the Company. It is possible that such provisions could make
it more difficult to accomplish transactions which stockholders may
otherwise deem to be in their best interests.

Transfer Agent and Registrar

BankBoston, N.A. will be the Transfer Agent and Registrar for the
Common Stock. The address of the Transfer Agent and Registrar is
BankBoston, N.A., c/o Boston EquiServe, Blue Hills Office Park, 150 Royall
Street, Canton, Massachusetts 02021, and the phone number is (617) 575-
2000.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, the Company will have __________
shares outstanding. Of these shares, all _________ shares sold in the
offering will be freely transferable by persons other than "affiliates" of
the Company, without further restriction under the Securities Act. The
Company and all current stockholders have agreed not to offer, sell or
otherwise dispose of any shares of Common Stock owned (or in the case of
the Company, owned or issuable) by them for 180 days from the commencement
of the offering without the prior written consent of Alex. Brown & Sons
Incorporated. Commencing with the expiration of the 180-day period, the
8,500,000 shares of Common Stock held by current stockholders of the
Company will be eligible for sale without registration in the public
market, subject to Rule 144.

In general, Rule 144 provides that, subject to its provisions and other
applicable federal and state securities law requirements, any person (or
persons whose shares are aggregated), including any person who may be
deemed an "affiliate" as defined under the Securities Act, who has
beneficially owned shares for at least one year is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of (i) the average weekly trading volume of the same class of
securities during the four calendar weeks preceding the filing of notice
of the sale with the Securities and Exchange Commission; or (ii) 1% of the
same class of securities then outstanding, subject in each case to certain
manner-of-sale provisions, notice requirements, and the availability of
current information concerning the Company. A person who is not deemed an
"affiliate" of the Company and who has beneficially owned shares for at
least two years is entitled to sell shares under Rule 144 without regard
to the volume limitations and current public information, manner of sale,
and notice requirements described above. Restricted shares will also be
eligible for sale to "qualified institutional buyers" pursuant to Rule
144A under the Securities Act, without regard to the volume limitations
contained in Rule 144.

Prior to the offering, there has been no public market for the Common
Stock and no determination can be made as to the effect, if any, that the
sale or availability for sale of additional shares of the Common Stock
will have on the market price of the Common Stock prevailing from time to
time. Nevertheless, sales of substantial amounts of the shares in the
public market could adversely affect the market price of the Common Stock
and could impair the Company's ability to raise capital through sale of
its equity securities.

The Company intends to file a registration statement under the
Securities Act to register shares of Common Stock reserved for issuance
under its Incentive Stock Plan, thus permitting the resale of such shares
by non-affiliates in the public market without restriction under the
Securities Act. A total of 1,000,000 shares (including approximately
600,000 shares subject to outstanding options) are reserved for issuance
under the Incentive Stock Plan.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their
Representative, Alex. Brown & Sons Incorporated, have severally agreed to
purchase from the Company the following respective numbers of shares of
Common Stock at the initial public offering price less the underwriting
discounts and commissions set forth on the cover page of this Prospectus:

Number
Underwriter of
Shares

Alex. Brown & Sons Incorporated. . . . . . . . . . . . .

________

Total . . . . . . . . . . . . . . . . . . . . . . .
========

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of the Common Stock offered hereby
if any of such shares are purchased.

The Company has been advised by the Representative of the Underwriters
that the Underwriters propose to offer the shares of Common Stock to the
public at the initial public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a concession not
in excess of $___________ per share. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $______________ per
share to certain other dealers. After the initial public offering, the
offering price and other selling terms may be changed by the
Representative of the Underwriters.

The Company has granted to the Underwriters an option, exercisable not
later than 30 days after the date of this Prospectus, to purchase up to
_______ additional shares of Common Stock at the public offering price
less the underwriting discounts and commissions set forth on the cover
page of this Prospectus. To the extent that the Underwriters exercise
such option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage thereof that the number of
shares of Common Stock to be purchased by it shown in the above table
bears to _________, and the Company will be obligated, pursuant to the
option, to sell such shares to the Underwriters. The Underwriters may
exercise such option only to cover over-allotments made in connection with
the sale of Common Stock offered hereby. If purchased, the Underwriters
will offer such additional shares on the same terms as those on which the
_________ shares are being offered.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

In connection with the offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common
Stock. Such transactions may include stabilization transactions effected
in accordance with Rule 104 of Regulation M, pursuant to which such
persons may bid for or purchase Common Stock for the purpose of
stabilizing its market price. The Underwriters also may create a short
position for the account of the Underwriters by selling more Common Stock
in connection with the offering than they are committed to purchase from
the Company, and in such case may purchase Common Stock in the open market
following completion of the offering to cover all or a portion of such
short position. The Underwriters may also cover all or a portion of such
short position, up to _______ shares, by exercising the Underwriters'
over-allotment option referred to above. The Representative, on behalf of
the Underwriters, may impose "penalty bids" under contractual arrangements
with the Underwriters whereby it may reclaim from an Underwriter (or
dealer participating in the offering), for the account of the other
Underwriters, the selling concession with respect to the Common Stock that
is distributed in the offering but subsequently purchased for the account
of the Underwriters in the open market. Any of the transactions described
in this paragraph may result in the maintenance of the price of the Common
Stock at a level above that which might otherwise prevail in the open
market. None of these transactions described in this paragraph is
required, and, if undertaken, they may be discontinued at any time.

Stockholders of the Company, holding in the aggregate 8,500,000 shares
of Common Stock, have agreed not to offer, sell or otherwise dispose of
any of such Common Stock for a period of 180 days after the date of this
Prospectus without the prior consent of the Representatives of the
Underwriters. See "Shares Eligible for Future Sale."

The Representative of the Underwriters has advised the Company that the
Underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

Prior to this offering, there has been no public market for the Common
Stock of the Company. Consequently, the initial public offering price for
the Common Stock will be determined by negotiation between the Company and
the Representative of the Underwriters. Among the factors to be
considered in such negotiations are prevailing market conditions, the
results of operations of the Company in recent periods, the history of and
prospects for the Company's business and the industry in which it
competes, current market valuations of publicly traded corporations that
are comparable to the Company, an assessment of the Company's management,
and other factors deemed relevant.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Foley & Lardner, Jacksonville, Florida.
Certain legal matters in connection with the offering are being passed
upon for the Underwriters by Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., Miami, Florida.

EXPERTS

The financial statements as of December 31, 1995 and 1996 and for each
of the three years in the period ended December 31, 1996 included in this
Prospectus and the related financial statement schedule included elsewhere
in the Registration Statement have been audited by Deloitte & Touche LLP,
independent auditors, as indicated in their reports appearing herein and
elsewhere in the Registration Statement, and have been so included herein
in reliance upon the reports of said firm given upon their authority as
experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus, which is part of the Registration
Statement, does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain
items of which are omitted in accordance with the rules and regulations of
the Commission. For further information with respect to the Company and
the Common Stock, reference is hereby made to the Registration Statement
and such exhibits and schedules filed as a part thereof, which may be
inspected, without charge, at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, and at the regional offices of the Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of all or any portion of the Registration Statement
may be obtained from the Public Reference Section of the Commission, upon
payment of prescribed fees. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding Registrants, including the Company, that file electronically
with the Commission. The address of such Web site is http://www.sec.gov.

Statements contained in this Prospectus as to the content of any
contract, agreement, or other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such
contract, agreement, or document filed as an exhibit to the Registration
Statement, each such statement being qualified in its entirety by such
reference.

<PAGE>
TRAILER BRIDGE, INC.

INDEX TO FINANCIAL STATEMENTS

Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . F-2

Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . F-4

Statements of Changes in Common Stockholders' Equity (Deficit) . . . F-5

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . F-6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . F-7

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Trailer Bridge, Inc.
Jacksonville, Florida

We have audited the accompanying balance sheets of Trailer Bridge, Inc. as
of December 31, 1995 and 1996, and the related statements of operations,
common stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Trailer Bridge, Inc. as of December
31, 1995 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Jacksonville, Florida
February 28, 1997
(May __, 1997 as to Note 11)

____________________________________________________________________________

The accompanying financial statements reflect the recapitalization of the
Company as described in Note 11 to the financial statements. The above
report is in the form which will be signed by Deloitte & Touche LLP upon
completion of such recapitalization.

<PAGE>
TRAILER BRIDGE, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31, March 31,
<S> <C> <C> <C>
1995 1996 1997
ASSETS (Unaudited)

CURRENT ASSETS:
Cash and cash equivalents $ 498,328 $ 1,658,921 $ 2,246,206
Trade receivables, less allowance for doubtful
accounts of $655,440, $905,581 and $1,178,737 8,909,418 8,305,872 8,252,435
Prepaid expenses 611,229 964,971 343,003
------------- ------------ ------------
Total current assets 10,018,975 10,929,764 10,841,644
------------- ------------ ------------

PROPERTY AND EQUIPMENT, net 8,851,225 12,512,130 14,348,862

GOODWILL, less accumulated amortization of
$170,984, $217,763 and $229,458 997,958 951,179 939,484

OTHER ASSETS 357,375 370,592 310,280
------------- ------------ ------------

TOTAL ASSETS $ 20,225,533 $ 24,763,665 $ 26,440,270
============= ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable $ 1,322,044 $ 1,981,421 $ 1,359,062
Other accrued liabilities 2,489,555 2,635,099 3,225,631
Current portion of notes payable 2,677,870 3,117,069 2,865,326
Current portion of capital lease obligations 122,435 38,197 36,365
Unearned revenue 278,898 223,627 299,881
Due to affiliate 7,825,136 4,653,192 5,878,364
------------- ------------ ------------
Total current liabilities 14,715,938 12,648,605 13,664,629

NOTES PAYABLE, less current portion 2,836,425 5,909,072 6,312,977

CAPITAL LEASE OBLIGATIONS, less current portion 161,444 149,077
------------- ------------ ------------

TOTAL LIABILITIES 17,552,363 18,719,121 20,126,683
------------- ------------ ------------

COMMITMENTS (Notes 5, 8 and 10)

STOCKHOLDERS' EQUITY (Note 11):
Preferred stock, $.01 par value, 1,000,000
shares, authorized; no shares issued or
outstanding
Common stock, $.01 par value, 20,000,000
shares authorized; 8,500,000 shares
issued and outstanding 85,000 85,000 85,000
Additional paid-in capital (84,575) (84,575) (84,575)
Retained earnings 2,672,745 6,044,119 6,313,162
------------- ------------ -------------
Total stockholders' equity 2,673,170 6,044,544 6,313,587
------------- ------------ -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 20,225,533 $ 24,763,665 $ 26,440,270
============= ============ =============
</TABLE>

See notes to financial statements.

<PAGE>
TRAILER BRIDGE, INC.

STATEMENTS OF OPERATIONS

<TABLE>

<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
1994 1995 1996 1996 1997
(Unaudited)
<S> <C> <C> <C> <C> <C>

OPERATING REVENUES $ 72,192,336 $ 62,531,365 $ 63,148,218 $ 14,568,079 $ 16,446,066

OPERATING EXPENSES:
Salaries, wages and benefits 19,307,773 14,591,795 13,288,633 3,434,673 3,404,267
Rent and purchased transportation:
Related party 3,650,000 3,650,000 5,900,000 910,000 1,890,000
Other 15,966,059 10,847,200 10,331,461 2,520,047 2,320,837
Fuel 5,426,143 5,255,979 5,883,378 1,468,256 1,557,433
Operating and maintenance (exclusive of
depreciation shown separately below) 11,781,830 10,553,364 14,210,787 3,045,731 3,205,616
Taxes and licenses 960,781 588,565 455,407 138,263 156,237
Insurance and claims 2,202,489 1,860,997 2,121,039 514,040 521,612
Communications and utilities 833,840 620,815 607,833 143,284 134,448
Depreciation and amortization 2,646,573 2,761,139 2,944,069 701,283 689,016
Other operating expenses 3,241,356 3,023,161 2,981,104 726,751 818,701
------------- ------------ ------------ ------------ ------------
66,016,844 53,753,015 58,723,711 13,602,328 14,698,167
------------- ------------ ------------ ------------ ------------

OPERATING INCOME 6,175,492 8,778,350 4,424,507 965,751 1,747,899

NONOPERATING INCOME (EXPENSE):
Interest expense, net:
Related party (1,159,702) (822,558) (457,743) (143,182) (91,400)
Other (657,775) (539,554) (623,332) (103,627) (172,016)
Gain (loss) on sale of equipment, net 12,143 47,834 66,523 (9,173)
------------- ------------ ------------ ------------ ------------
(1,805,334) (1,314,278) (1,014,552) (255,982) (263,416)

INCOME BEFORE PROVISION AND PRO
FORMA PROVISION FOR INCOME TAXES 4,370,158 7,464,072 3,409,955 709,769 1,484,483

PROVISION FOR INCOME TAXES (11,859) (67,316) (38,581) (7,301) (29,690)

NET INCOME BEFORE PRO FORMA
PROVISION FOR INCOME TAXES 4,358,299 7,396,756 3,371,374 702,468 1,454,793

PRO FORMA PROVISION FOR INCOME
TAXES (Note 3) (2,015,594) (3,037,048) (1,298,442) (259,647) (545,530)
------------- ------------ ------------ ------------ ------------

PRO FORMA NET INCOME (Note 3) $ 2,342,705 $ 4,359,708 $ 2,072,932 $ 442,821 $ 909,263
============= ============ ============ ============ ============

PRO FORMA NET INCOME PER SHARE (Note 3) $ 0.23 $ 0.51 $ 0.24 $ 0.05 $ 0.11
============= ============ ============ ============ ============

WEIGHTED AVERAGE SHARES OUTSTANDING 10,000,000 8,512,329 8,500,000 8,500,000 8,500,000
============= ============ ============ ============ ============
</TABLE>

See notes to financial statements.

<PAGE>
TRAILER BRIDGE, INC.

STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
(UNAUDITED) THREE MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
Retained
Additional Earnings
Common Stock Paid-in (Accumulated
Shares Amount Capital Deficit) Total
<S> <C> <C> <C> <C> <C>

BALANCE AT DECEMBER 31, 1993 10,000,000 $100,000 $(99,500) $(7,214,813) $(7,214,313)

Net income 4,358,299 4,358,299
----------- -------- -------- ----------- -----------

BALANCE AT DECEMBER 31, 1994 10,000,000 100,000 (99,500) (2,856,514) (2,856,014)

Repurchase and retirement of 1,500,000
shares of common stock (1,500,000) (15,000) 14,925 (517,195) (517,270)

Cash dividends ($.16 per share) (1,350,302) (1,350,302)

Net income 7,396,756 7,396,756
----------- -------- -------- ----------- -----------

BALANCE AT DECEMBER 31, 1995 8,500,000 85,000 (84,575) 2,672,745 2,673,170

Net income 3,371,374 3,371,374
----------- -------- -------- ----------- -----------

BALANCE AT DECEMBER 31, 1996 8,500,000 85,000 (84,575) 6,044,119 6,044,544

Cash dividends ($.14 per share) (unaudited) (1,185,750) (1,185,750)

Net income (unaudited) 1,454,793 1,454,793
----------- -------- -------- ----------- -----------

BALANCE AT MARCH 31, 1997 (UNAUDITED) 8,500,000 $ 85,000 $(84,575) $ 6,313,162 $ 6,313,587
=========== ======== ======== =========== ===========
</TABLE>

See notes to financial statements.

<PAGE>
TRAILER BRIDGE, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C>
(Unaudited)
OPERATING ACTIVITIES:
Net income $ 4,358,299 $ 7,396,756 $ 3,371,374 $ 702,468 $ 1,454,793
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 2,646,572 2,761,139 2,944,069 701,283 689,016
Provision for uncollectible accounts 515,302 158,995 673,699 106,063 120,413
(Gain) loss on sale of equipment (12,143) (47,834) (66,523) 9,173
Change in assets and liabilities:
Decrease (increase) in trade
receivables (904,486) (1,282,693) (70,153) 1,136,321 (66,976)
Decrease (increase) in prepaid
expenses 728,100 649,459 (353,742) (346,741) 621,968
Increase (decrease) in accounts
payable 284,066 (289,355) 659,377 131,411 (622,359)
Increase (decrease) in accrued
liabilities 46,434 (1,125,571) 145,544 (242,844) 590,532
Increase (decrease) in unearned
revenue 137,618 (95,288) (55,271) 116,946 76,254
----------- ----------- ---------- ----------- ----------

Net cash provided by operating
activities 7,799,762 8,125,608 7,248,374 2,314,080 2,863,641
----------- ----------- ---------- ----------- -----------

INVESTING ACTIVITIES:
Increase (decrease) in due to affiliate (2,930,298) (4,617,442) (3,171,944) (1,725,996) 1,225,172
Purchases and construction of property
and equipment (4,598,587) (1,430,179) (6,707,075) (43,862) (2,514,053)
Proceeds from the sale of equipment 320,609 1,031,000 426,462 7,150
(Increase) decrease in other assets (82,643) 7,080 (13,217) (25,336) 60,312
----------- ----------- ----------- ----------- -----------

Net cash used in investing
activities (7,290,919) (5,009,541) (9,465,774) (1,788,044) (1,228,569)
----------- ----------- ----------- ----------- -----------

FINANCING ACTIVITIES:
Proceeds from borrowings on notes payable 4,127,158 1,032,500 6,637,569 1,134,018
Payments on notes payable (2,612,244) (3,410,552) (3,125,722) (626,815) (981,856)
Payments of dividends (1,350,302) (1,185,750)
Payments for repurchase of stock (517,270)
Payments on capital lease obligations (578,938) (318,484) (133,854) (24,127) (14,199)
----------- ----------- ----------- ----------- -----------

Net cash provided by (used in)
financing activities 935,976 (4,564,108) 3,377,993 (650,942) (1,047,787)
----------- ----------- ----------- ----------- -----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,444,819 (1,448,041) 1,160,593 (124,906) 587,285

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 501,550 1,946,369 498,328 498,328 1,658,921
----------- ----------- ----------- ----------- -----------

CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,946,369 $ 498,328 $ 1,658,921 $ 373,422 $ 2,246,206
=========== =========== =========== =========== ===========

SUPPLEMENTAL CASH FLOW INFORMATION
AND NONCASH INVESTING AND FINANCING
ACTIVITIES:

Amounts paid for state income taxes $ 5,154 $ 10,524 $ 68,035 $ 6,629
=========== =========== =========== ===========

Amounts paid for interest:
Related party $ 1,142,955 $ 824,538 $ 457,151 $ 143,991
Other 680,646 632,549 652,554 111,851 $ 283,620
----------- ----------- ----------- ----------- -----------
$ 1,823,601 $ 1,457,087 $ 1,109,705 $ 255,842 $ 283,620
=========== =========== =========== =========== ===========

Equipment acquired under capital
lease agreements $ 211,060
===========

See notes to financial statements.

<PAGE>
TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
(UNAUDITED) THREE MONTHS ENDED MARCH 31, 1996 AND 1997

1. ORGANIZATION

Trailer Bridge, Inc. (the "Company") is a domestic trucking and
marine transportation company with contract and common carrier
authority. Highway transportation services are offered primarily in
the continental United States, while marine transportation is offered
between Jacksonville, Florida and San Juan, Puerto Rico.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid securities with
original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments - The carrying value of the
Company's financial instruments, which include trade receivables,
accounts payable, other accrued liabilities, capital lease
obligations and notes payable, approximate fair value.

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Allowance for Doubtful Accounts - The Company provides an allowance
for doubtful accounts on trade receivables based upon estimated
collectibility and collection experience.

Property and Equipment - Property and equipment are stated at cost
less accumulated depreciation. Property and equipment are
depreciated on a straight-line method based on the following
estimated useful lives:

Years

Buildings and structures 40
Office furniture and equipment 6-10
Freight equipment 4-12
Leasehold improvements 2-5
Equipment under capital leases 5

Leasehold improvements and equipment under capital leases are
amortized over the lesser of the estimated lives of the asset or the
lease terms. Maintenance and repairs which do not materially extend
useful life and minor replacements are charged to earnings as
incurred.

Goodwill - Goodwill is being amortized on a straight-line basis over
twenty-five years.

Insurance - The Company is self-insured for employee medical coverage
above deductible amounts. Reinsurance is obtained to cover losses in
excess of certain limits. Provisions for losses are determined on
the basis of claims reported and an estimate of claims incurred but
not reported.

Revenue Recognition - Common carrier operations revenue is recorded
on the percentage-of-completion basis.

Income Taxes - The Company is organized under Subchapter S of the
Internal Revenue Code for income tax purposes and therefore, all
Federal and certain state income taxes are the responsibility of the
Company's stockholders. The Company is subject to state income taxes
in those states that do not recognize Subchapter S elections. State
income tax expense for 1994, 1995 and 1996 was not significant due to
the utilization of net operating loss carryforwards.

New Accounting Standards

Effective January 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" (SFAS No. 121) which requires that long-lived assets and
certain intangibles to be held and used by the Company be reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The
adoption of SFAS No. 121 did not have a material impact on the
Company.

Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123). SFAS 123 establishes a fair value
based method of accounting for stock-based employee compensation
plans; however, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based
method of accounting prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees".
Under the fair value based method, compensation cost is measured at
the grant date based on the value of the award and is recognized over
the service period, which is usually the vesting period. The Company
has elected to account for its employee stock compensation plan under
APB Opinion No. 25 with pro forma disclosures of net earnings and
earnings per share, as if the fair value based method of accounting
defined in SFAS No. 123 has been applied.

In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per
Share." This Statement establishes standards for computing and
presenting earnings per share ("EPS") and applies to all entities
with publicly held common stock or potential common stock. This
Statement replaces the presentation of primary EPS and fully diluted
EPS with a presentation of basic EPS and diluted EPS, respectively.
Basic EPS excludes dilution and is computed by dividing earnings
available to common stockholders by the weighted-average number of
common shares outstanding for the period. Similar to fully diluted
EPS, diluted EPS reflects the potential dilution of securities that
could share in the earnings. This Statement is not expected to have
a material effect on the Company's reported EPS amounts. This
Statement is effective for the Company's financial statements for the
year ended December 31, 1997.

3. INTERIM AND PRO FORMA INFORMATION

Unaudited Interim Information - The financial information with
respect to the three-month periods ended March 31, 1996 and 1997 is
unaudited. The results of operations for the three-month period
ended March 31, 1997 are not necessarily indicative of the results to
be expected for the full year. In the opinion of management, such
information contains all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the
results of such periods.

Pro Forma Adjustments - The Company is organized under Subchapter S
of the Internal Revenue Code. The Company has not been subject to
Federal income taxes and state income tax expense has not been
significant due to the utilization of net operating loss
carryforwards. Prior to the closing of the proposed public offering,
the Company will terminate its status as an S Corporation. The pro
forma adjustments reflect a provision for income taxes that would
have been incurred had the Company not been organized under
Subchapter S of the Internal Revenue Code. The effective rate
differs from the Federal statutory rate of 34% due to state income
taxes (net of Federal income tax benefits), amortization of goodwill
and other nondeductible expenses and due to the utilization of the
net operating loss carryforwards of a business acquired in 1992. The
pro forma statement of operations data do not give effect to the one-
time, non-cash charge of approximately $650,000 in recognition of
deferred income taxes resulting from the termination of the Company's
S Corporation status upon the effectiveness of the Company's proposed
stock offering.

Pro Forma Stockholders' Equity - The Company intends to declare a
dividend payable to existing stockholders in the aggregate amount of
$6 million. Such dividend will be paid with a portion of the net
proceeds of the Company's proposed stock offering. Upon completion
of the proposed stock offering, the remaining retained earnings will
be reclassified to additional paid-in capital.

Pro Forma Net Income Per Share - Earnings per share are based on the
weighted average number of shares of common stock outstanding during
the period adjusted for the effect of a 20,000 for 1 stock split that
will become effective upon the closing of the proposed stock
offering.

Supplementary Pro Forma Net Income Per Share - The Company expects to
use a portion of the proceeds from its initial public offering to
repay amounts due to affiliate. Pro forma net income per share
adjusted for the effect of the expected repayment of this
indebtedness and the issuance of additional shares of common stock
for the year ended December 31, 1996 and for the three months ended
March 31, 1997, as if this transaction occurred on January 1, 1996,
would have been $.25 and $.06, respectively.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

</TABLE>
<TABLE>
<CAPTION>
December 31, March 31,
1995 1996 1997

Land $ 504,703 $ 504,703
Construction in progress 90,512 1,601,450
Buildings and structures $ 89,005 1,137,127 1,137,127
Office furniture and equipment 1,088,937 1,058,381 1,060,269
Freight equipment 12,444,515 16,726,428 16,507,080
Leasehold improvements 716,347 712,798 712,799
Equipment under capital leases 365,540 536,495 536,495
Less accumulated depreciation and
amortization (5,853,119) (8,254,314) (7,711,061)
----------- ----------- -----------
Property and equipment, net $ 8,851,225 $12,512,130 $14,348,862
=========== =========== ===========
</TABLE>

Depreciation and amortization expense on property and equipment and
equipment under capital leases was $2,599,793, $2,714,360 and
$2,897,290 in 1994, 1995 and 1996, respectively, and was $689,588 and
$677,321 for the three months ended March 31, 1996 and 1997,
respectively.

5. TRANSACTIONS WITH AFFILIATED COMPANY

Due to Affiliate - Amounts due to affiliate include cash advanced to
the Company from an affiliated company to fund various construction
projects, general and administrative expenses, interest payable on
such cash advances and barge rent. The advances bear interest at 8%
and are due on December 31, 1997. The affiliated company has
indicated that it is willing to extend the payment date of such notes
for another term of one year in the event that the Company is unable
to pay such amounts on December 31, 1997. Management of the Company
believes that such indebtedness will be repaid through a combination
of cash flows from future operations with such debt to be refinanced
on a long-term basis and from the proceeds of equity offerings.

Lease Agreements - The Company leases two roll-on/roll-off barge
vessels and a ramp system from an affiliate under operating lease
agreements. For the period from January 1, 1994 through May 10, 1996
for one vessel and through July 19, 1996, as to the other vessel, the
lease payment was $5,000 per day for each vessel. Upon completion of
the renovations to the vessels during 1996 which extended the barges
from a length of approximately 500 feet to a length of approximately
750 feet, the lease payments were increased to $10,500 per day for
each vessel. The leases expire at the later of September 1, 2010 or
the repayment of all obligations under an affiliate's construction
loan related to the vessel renovations, which payment has been
guaranteed by the Company. Such construction loan is scheduled to be
repaid in quarterly installments ending June 30, 2003. The leases
provide the Company the option to extend the leases through
September 1, 2018 for total payments of $22,00011,000 per vessel per
day or, alternatively, the Company may purchase the vessels at their
then fair market values. Total lease expense under these leases from
affiliate totaled $3,600,000, $3,600,000 and $5,900,000 in 1994, 1995
and 1996.

While the vessels were undergoing renovations, the Company leased
barges from a third party. In recognition of the $1,160,000 of
additional barge rent and $509,000 of other transitional expenses
incurred in 1996 during the renovation period, the affiliate agreed
to reduce the charter rental due from the Company by approximately
$1,669,000.

Guarantee Agreement - The Company is the guarantor on an affiliated
company's construction loan for $26.5 million, and has pledged all
assets to secure this agreement. The loan is also collateralized by
a mortgage on the vessels and a lien on the related ramp structures
which are owned by the affiliate and leased to the Company.

6. CAPITALIZED LEASE OBLIGATIONS

Future minimum lease payments under capitalized leases as of December
31, 1996 are as follows:

Year ending December 31:
1997 $ 55,727
1998 50,400
1999 50,400
2000 50,400
2001 45,378
--------
Total minimum lease payments 252,305
Interest portion (52,664)
--------
Present value of minimum lease payment 199,641
Less current portion (38,197)
--------

$161,444
========

7. LONG-TERM DEBT

Following is a summary of long-term debt:

<TABLE>
<CAPTION>
December 31, March 31,
1995 1996 1997
<S> <C> <C> <C>

Notes payable to finance company totaling
$4,957,569 maturing from June to October
2001; payable in 60 monthly installments
of principal and interest; interest at fixed
rates ranging from 8.867% to 9.290%;
collateralized by trailers with a carrying
value of $4,763,490 at December 31, 1996 $4,626,830 $4,420,979

Note payable to bank totaling $1,680,000
maturing October 2006; payable in 120
monthly installments of principal and
interest; interest at fixed rate of 7.95%;
collateralized by land, construction in
progress and buildings and structures
with a carrying value of $1,703,900 at
December 31, 1996 1,652,000 1,610,000

Notes payable to bank totaling $6,333,512,
maturing November 1997 to July 1998;
payable in 48 monthly installments of
principal and interest; interest at
variable or fixed rate selected by the
Company (7.125% at December 31, 1996);
collateralized by tractors with a carrying
value of $2,775,799 at December 31, 1996 $3,225,131 1,641,754 1,175,482

Notes payable to finance company totaling
$1,032,500 maturing June 2000; payable in
60 monthly installments of principal and
interest; interest at a rate of 3.5% above
LIBOR (8.875% at December 31, 1996);
collateralized by trailers with a carrying
value of $917,386 at December 31, 1996 894,834 681,800 630,364

Notes payable to finance company totaling
$3,068,796, maturing July to November
1997; payable in 48 monthly installments
of principal and interest; interest at a rate
of 3.75% above LIBOR (9.125% at
December 31, 1996); collateralized by
tractors with a carrying value of $772,975
at December 31, 1996 1,090,330 322,424 106,127

Unsecured notes payable due in 1997;
interest at prime plus 1% (9.25% at
December 31, 1996); principal is payable
in semiannual installments 304,000 101,333 101,333

Borrowings under $7.1 million line of credit
maturing April 1, 2000; payable in 35
monthly installments of principal and interest
plus a final payment of $340,205 plus
interest; interest on outstanding borrowings
at fixed rate of 7.98%; collateralized by
tractors with a carrying value of
$1,446,646 at March 31, 1997 (unaudited) 1,134,018
---------- ---------- ----------
5,514,295 9,026,141 9,178,303
Less current portion (2,677,870) (3,117,069) (2,865,326)
---------- ---------- ----------

$2,836,425 $5,909,072 $6,312,977
========== ========== ==========
</TABLE>

In March 1997, the Company obtained a $7.1 million line of credit
from a financial institution. At the election of the Company,
interest on each borrowing under the line of credit will accrue at
(a) a variable interest rate of the financial institution's Base
Rate, (b) a variable interest rate of 1.40% above the financial
institution's Eurodollar Rate or (c) a fixed interest rate of 1.40%
above the financial institution's three year cost of funds. The line
will be used to purchase tractors which will be used as collateral.

All long-term debt agreements at 1995 and 1996 are guaranteed by an
affiliated company. The notes include financial covenants that
require that the Company and affiliate, on a combined basis, maintain
certain financial ratios which are calculated as of the end of each
fiscal quarter. As of December 31, 1996, the Company and affiliate
were in compliance with such covenants.

Following are maturities of long-term debt for each of the next five
years:

Year ending December 31:
1997 $ 3,117,069
1998 1,465,021
1999 1,396,740
2000 1,375,147
2001 860,164
Thereafter 812,000
-----------

$ 9,026,141
===========

8. OPERATING LEASES

The Company has various operating lease agreements, principally for
its office facilities, terminals and equipment. Certain of the
leases contain provisions calling for additional contingent rentals
based on volume of transportation activity.

Future minimum rental payments required under operating leases that
have initial or remaining noncancellable lease terms in excess of one
year as of December 31, 1996 are as follows:

Year ending December 31:
1997 $16,095,651
1998 8,070,107
1999 3,051,030
2000 1,823,277
2001 1,789,768
Thereafter 5,202,719
-----------

Total minimum payments required $36,032,552
===========

Lease expense for all operating leases, including leases with terms
of less than one year, was $10,330,913, $12,683,332 and $14,806,980
for 1994, 1995 and 1996.

9. PROFIT SHARING/401(k) PLAN

The Company has a profit sharing/401(k) Plan which covers
substantially all employees. Participants are allowed to make
contributions of up to 15% of their compensation not to exceed
certain limits. The Company makes matching contributions to the Plan
at a rate not in excess of 3.0% of compensation. The Company
contributed approximately $137,640, $60,546 and $142,994 to the Plan
during 1994, 1995 and 1996. The Company made an optional
contribution of $32,700 in December 1996.

10. COMMITMENT

At December 31, 1996, the Company is obligated under construction
agreements totaling approximately $1.7 million.

11. RECAPITALIZATION

In May 1997, the Company's Board of Directors and stockholders
authorized the following which will become effective in connection
with the Company's initial public offering: (i) a 20,000-for-1 stock
split, (ii) an increase in the authorized number of common shares
from 2,000 to 20,000,000, (iii) a change in the par value of common
stock from $1.00 to $.01 and (iv) 1,000,000 shares of preferred stock
with a par value of $.01 per share. Stockholders' equity has been
restated to give retroactive recognition to the stock split and
change in par value in prior periods. In addition, all references in
the financial statements to the number of shares and per share
amounts have been restated.

12. SUBSEQUENT EVENTS (UNAUDITED)

In January 1997, the Company entered into an agreement to purchase
100 tractors at an aggregate cost of approximately $7.2 million.

In May 1997, the Company's Board of Directors and stockholders
authorized the establishment of an Incentive Stock Plan with a
maximum of 1,000,000 shares issuable under the Plan and the granting
of options for 600,000 shares under the Plan subject to consummation
of the Company's initial public offering. These options have an
exercise price equal to the initial public offering price and vest
equally over a period of five years.

In March 1997, the Company entered into an agreement for the
construction of two vessels, known as Triplestack Box Carriers/TM/,
for a total cost of approximately $12 million. The Company plans to
finance approximately $10.5 million of the acquisition cost with the
assistance of the sale of bonds with a Title XI guaranty commitment
issued by the U.S. Maritime Administration. The Title XI bonds to be
sold in May 1997 call for even semi-annual principal payments over a
25 year term. In addition, the Company has contracted for the
construction of 53' containers and chassis units with an aggregate
cost of approximately $13 million.

In May 1997, the Company entered in an amendment to its lease of two
roll-on/roll-off barge vessels and ramp system. The amendment
reduces the total payments under the lease from $21,000 to $20,100
per day effective with this offering.

On May 21, 1997, the majority stockholder of the Company granted to
the Company's Chairman and Chief Executive Officer, an option to
purchase up to 1,200,000 shares of common stock (adjusted for the
20,000-for-1 stock split) owned by him at $.74 per share or an
aggregate price of $891,330 for all shares. These options are
immediately exercisable and have a term of 10 years. In connec-
tion with this option, the Company expects to record a non-
recurring, noncash charge for compensation expense and a credit to
paid-in capital of approximately $11 million in the second quarter
of 1997, representing the difference between the exercise price
and the deemed fair market value of the common stock at the date
of grant. This option does not involve the issuance of additional
shares of common stock by the Company and therefore, any subsequent
purchase of shares under the option will not have a dilutive effect
on the Company's book value or earnings per share amounts.

The Company is in the process of an initial public offering of its
shares of common stock.

<PAGE>

No person has been authorized
in connection with the offering
made hereby to give any
information or to make any
representation not contained in
this Prospectus and, if given or
made, such information or __________ Shares
representation must not be
relied upon as having been Trailer Bridge, Inc.
authorized by the Company or any
Underwriters. This Prospectus Common Stock
does not constitute an offer to
sell or a solicitation of any
offer to buy any of the
securities offered hereby to any
person or by anyone in any
jurisdiction in which it is
unlawful to make such offer or
solicitation. Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
any implication that the
information contained herein is __________
correct as of any date PROSPECTUS
subsequent to the date hereof. __________

_________________

TABLE OF CONTENTS ALEX. BROWN & SONS
Page INCORPORATED
Prospectus Summary . . . . 1
Risk Factors . . . . . . . 4
S Corporation Status . . . 10
Use of Proceeds . . . . . . 10
Dividend Policy . . . . . . 10
Capitalization . . . . . . 11
Dilution . . . . . . . . . 12
Selected Financial and
Operating Data . . . . . 13
Management's Discussion and
Analysis of Financial
Condition and Results of _____________, 1997
Operations . . . . . . . . 15
Industry Overview . . . . . 22
Business . . . . . . . . . 23
Management . . . . . . . . 32
Certain Transactions . . . 36
Principal Stockholders . . 37
Description of Capital Stock 39
Shares Eligible for Future
Sale . . . . . . . . . . 42
Underwriting . . . . . . . 43
Legal Matters . . . . . . . 44
Experts . . . . . . . . . . 44
Additional Information . . 44
Index to Financial Statements F-1
__________________

Until ________________, 1997
(25 days after the date of this
Prospectus), all dealers
effecting transactions in the
Common Stock offered hereby,
whether or not participating in
this distribution, may be
required to deliver a
Prospectus. This is in addition
to the obligation of dealers to
deliver a Prospectus when acting
as Underwriters and with respect
to their unsold allotments or
subscriptions.

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Insurance and Distribution.

Securities and Exchange Commission filing fee . . . . $ 9,393
NASD filing fee . . . . . . . . . . . . . . . . . . . 3,600
Nasdaq listing fee . . . . . . . . . . . . . . . . . **
Transfer agent expenses and fees . . . . . . . . . . **
Printing and engraving . . . . . . . . . . . . . . . **
Accountants' fees and expenses . . . . . . . . . . . **
Legal fees and expenses . . . . . . . . . . . . . . . **
Miscellaneous . . . . . . . . . . . . . . . . . . . . **
-------------
Total . . . . . . . . . . . . . . . . . . . $
=============

__________________________

* Other than the SEC filing fee and NASD filing fee, all fees and
expenses are estimated.
** To be supplied by amendment.

Item 14. Indemnification of Directors and Officers.

The Delaware General Corporation Law (the "Delaware Act")
permits a Delaware corporation to indemnify a present or former director
or officer of the corporation (and certain other persons serving at the
request of the corporation in related capacities) for liabilities,
including legal expenses, arising by reason of service in such capacity if
such person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and in any criminal proceeding if such person had no reasonable cause to
believe his conduct was unlawful. However, in the case of actions brought
by or in the right of the corporation, no indemnification may be made with
respect to any matter as to which such director or officer shall have been
adjudged liable, except in certain limited circumstances.

The Company's Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws provide that the Company may indemnify
directors and officers to the fullest extent now or hereafter permitted by
the Delaware Act. In addition, the Company intends to enter into
Indemnification Agreements with its directors and executive officers in
which the Registrant will agree to indemnify such persons to the fullest
extent now or hereafter permitted by the Delaware Act.

The indemnification provided by the Delaware General Corporation
Law and the Company's Amended and Restated Bylaws is not exclusive of any
other rights to which a director or officer may be entitled. The general
effect of the foregoing provisions may be to reduce the circumstances in
which an officer or director may be required to bear the economic burden
of the foregoing liabilities and expense.

The Company may obtain a liability insurance policy for its
directors and officers as permitted by the Delaware Act which may extend
to, among other things, liability arising under the Securities Act of
1933, as amended (the "Securities Act").

Item 15. Recent Sales of Unregistered Securities.

The Company was incorporated under the laws of the State of
Delaware effective April 1, 1991. The Company has not made any sales of
securities during the last three years.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

*1. Form of Underwriting Agreement

*3A Amended and Restated Certificate of Incorporation of the
Registrant

*3B Amended and Restated Bylaws of the Registrant

4A See Exhibits 3A and 3B for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining the rights of
holders of the Registrant's Common Stock

*4B Form of stock certificate for Common Stock

*5 Opinion of Foley & Lardner as to the legality of the securities
to be issued

*10A Form of Indemnification Agreement with Directors and Executive
Officers

10B Bareboat Charter Party dated February 1992

(i) Amendment to Bareboat Charter Party dated December 31,
1994

(ii) Second Amendment to Bareboat Charter Party dated October
1995

(iii) Third Amendment to Bareboat Charter Party dated March 1,
1997

10C Promissory Note dated January 1, 1997 payable to Kadampanattu
Corp. in the principal amount of $4,569,131

10D Construction and Term Loan Agreement dated as of October 13, 1995
between the Registrant, Kadampanattu Corp. and The First National
Bank of Boston, as Agent

(i) First Amendment to Construction and Term Loan Agreement
dated as of May 9, 1996

(ii) Second Amendment to Construction and Term Loan Agreement
dated as of July 10, 1996

*(iii) Third Amendment to Construction and Term Loan Agreement
and Consent and Limited Waiver dated as of January 1,
1997

10E Chattel Mortgage Line of Credit Agreement dated as of February
28, 1997

10F Vessel Construction Contract dated as of December 30, 1996
between Coastal Ship, Inc. and Halter Marine, Inc.

(i) Assignment of Vessel Construction Contract dated March
24, 1997 between Coastal Ship, Inc. and the Registrant

(ii) Amendment No. 1 to Vessel Construction Contract dated as
of April 1997

10G Real Estate Promissory Note dated April 18, 1996 between the
Registrant and First Union National Bank of Florida

*10H Title XI Guaranty Commitment

*(i) Assignment of Letter Commitment to Guarantee Obligations

*10I Agreement and Lease dated as of August 1, 1991 between the
Registrant and the Jacksonville Port Authority

*10J Time Charter dated January 31, 1994 between the Registrant and
Tidewater Marine, Inc. Towing Division

*10K Incentive Stock Plan

*10L Stock Option Award Agreement

*23A Consent of Deloitte & Touche LLP

*23B Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)

24 Powers of Attorney (included on signature page of this
Registration Statement)

27 Financial Data Schedule

(b) Financial Statement Schedules.

* Report of Independent Auditors

* Schedule II - Valuation and Qualifying Accounts.

________________

* To be filed by amendment.

All other financial statement schedules have been omitted either
because they are not applicable or because the information that would be
included in such schedules is included elsewhere in this Registration
Statement.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as
required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time it was
declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Jacksonville, and State of Florida, on this 30th day of May 1997.

TRAILER BRIDGE, INC.

By: /s/ John D. McCown
John D. McCown
Chairman of the Board and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears hereon constitutes and appoints John D. McCown, Ralph W. Heim and
William G. Gotimer, Jr., and each of them individually, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
including any amendment or registration statement filed pursuant to
Rule 462, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title Date

/s/ John D. McCown Chairman of the Board May 30, 1997
John D. McCown and Chief Executive
Officer and Director
(Principal Executive
Officer)

/s/ Mark A. Tanner Vice President - May 30, 1997
Mark A. Tanner Administration and
Chief Financial Officer
(Principal Financial
and Accounting Officer)

/s/ Malcom P. McLean Director May 30, 1997
Malcom P. McLean

<PAGE>
EXHIBIT INDEX