UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission file number 001-32326

U.S.
SHIPPING PARTNERS L.P.(Exact name of registrant as specified in its charter)

|                                                                 |  |                                            
|---------------------------------------------------------------- |  | -------------------------------------------
|Delaware                                                         |  | 20-1447743                                 
|(State
  or other jurisdiction of incorporation or organization) |  | (I.R.S.
  Employer Identification No.)     
|                                                                 |  |                                            
|399
  Thornall St., 8th FloorEdison, NJ 08837                   
|(Address
  of principal executive offices)                      
|(Zip
  Code)                                                    
|                                                                 |  |                                            
|(732)
  635-1500                                                
|(Registrants
  telephone number, including area code)          
|                                                                 |  |                                            
|                                                                 |  |                                            
|Securities registered pursuant to Section 12(b) of the Act:     
|                                                                 |  |                                            
|Title
  of each class                                            |  | Name
  of each exchange on which registered
|                                                                 |  |                                            
|Common
  units                                                   |  | New
  York Stock Exchange                  

Securities registered pursuant to
Section 12 (g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o     No x

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o     No x

Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x     No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions
of large accelerated filer accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):

|                          |                     |                          |                            
|------------------------- | ------------------- | ------------------------ | ---------------------------
|Large accelerated filer o | Accelerated filer x | Non-accelerated filer o  | Smaller reporting company o
|                          |                     | (Do not check if smaller |                            
|                          |                     | reporting company)       |                            

Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o No x

The
aggregate market value of the registrants common units held by non-affiliates
as of June 30, 2007, based on the reported closing price of such units on
the New York Stock Exchange on such date, was approximately $225,622,000. The
number of the registrants common units outstanding as of March 7, 2008
was 11,341,548 (including 8,000 restricted common units). At that date,
6,899,968 subordinated units were outstanding.

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Explanatory Note

This
amendment to U.S. Shipping Partners L.P.s (the Partnership) 2007 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
14, 2008 (the 10-K), is made to include the disclosures required under Part
III, Item 11, Executive Compensation. This amendment consists solely of the
preceding cover page, this explanatory note, the information required by Item
11 of Form 10-K, a signature page and certifications required to be filed as
exhibits hereto. In accordance with Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, the complete text of Item 15, as amended, is
included herein.

Item 11. Executive Compensation

Compensation Discussion and Analysis

As
is commonly the case for publicly-traded limited partnerships, we and our
subsidiaries do not have any employees. We are managed by our general partner.
Our executive officers are also the executive officers of our general partner
and are employees of our general partner. Messrs. Gridley and Miller, our
chairman and chief executive officer and our vice presidentchartering,
respectively, devote a majority of their time to managing our business affairs
and those of the joint venture we formed to construct up to nine petroleum
tankers (the Joint Venture). Our remaining officers spend all of their
business time managing our business affairs and those of the Joint Venture.

In
this compensation discussion and analysis, we discuss our compensation
objectives, our decisions and the rational behind these decisions relating to
2007 compensation for our executive officers.

Objectives of Our
Compensation Program

Our
primary business objective is to provide stability and growth in our cash
distributions per unit over time. We intend to accomplish this objective by
executing the following business strategies:

| |   |                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Operate our
  fleet safely and efficiently to meet the most stringent customer and industry
  standards and remain a preferred supplier to major oil and chemical companies.                                            
| |   |                                                                                                                                                                                                                         
| |  | Contract as
  much of our capacity as possible with major oil and chemical companies for
  periods of one year or more in an effort to maintain steady cash flows from
  creditworthy customers through business cycles.
| |   |                                                                                                                                                                                                                         
| |  | Expand our
  fleet and address the phase-out requirements of the Oil Pollution Act of 1990
  (OPA 90) through accretive strategic acquisitions and construction of new
  vessels.                                     

For additional
information regarding our business strategies, please see Item 1.
BusinessBusiness Strategies.

The
objective of our compensation program is to compensate executive officers in a
manner that: (i) links compensation to the achievement of our business and
strategic goals; (ii) aligns their interests with those of our unitholders; (iii)
recognizes individual contributions; and (iv) attracts, motivates and retains
highly-talented executives.

What our
Compensation Program is Designed to Reward

Our
compensation program is designed to reward performance that contributes to the
achievement of our business objective and business strategies on both a
short-term and long-term basis. In addition, we reward qualities that we
believe help achieve our business objective and business strategies such as
teamwork, individual performance in light of general economic and industry
specific conditions, the ability to manage our existing vessels, the ability to
address the OPA 90 phase out requirements and level of responsibility.
In designing our executive compensation program, we have recognized that our
executives have a much greater portion of their overall compensation at-risk
than do our other employees; consequently, we have tried to establish the
at-risk portions of our executives total compensation at levels that
recognize their much increased level of responsibility and their ability to
influence business results.

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Our
compensation program is comprised of four elements:

| |   |                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | base salary,
  which is intended to provide an annual salary at a level consistent with
  competitive market practice, to reflect each executive officers position and
  level of responsibility and to recognize each executive officers education,
  experience and unique value to our success;
| |   |                                                                                                                                                                                                                                                                                                     
| |  | annual
  bonuses, which are designed to help motivate management to achieve key
  operational objectives by rewarding achievement of these objectives;                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                     
| |  | equity-linked
  awards, which are designed to align executives interests with the interests
  of our unitholders, thereby encouraging actions to maximize short-term and
  long-term unitholder value; and                                                                                         
| |   |                                                                                                                                                                                                                                                                                                     
| |  | benefits,
  such as matching 401(k) plan contributions, which we have determined are
  necessary in order to provide a competitive remuneration package.                                                                                                                                            

The
relative proportion of total compensation paid or awarded to our executive
officers for each individual component of compensation (salary, annual bonuses
and equity-linked awards) varies for each executive officer based on the
executives level in the organization. The level correlates with the executives
ability to impact business results through the executives performance and
leadership role. Our chairman and chief executive officer, president and chief
operating officer, vice president-chartering and vice president-chief financial
officer have a greater impact on achievement of the business strategy and
overall business performance. Therefore, a higher proportion of their total
compensation may be through annual bonuses and equity-linked awards, including
managements incentive interest in our general partner.

The
compensation committee of the board of directors of our general partner
oversees our compensation program. The compensation committee periodically
compares our executive compensation components with market information. The
purpose of this comparison is to ensure that our total compensation package
operates effectively, remains both reasonable and competitive within our
industry and is generally comparable to the compensation offered by companies
of similar size and scope as us. The compensation committee also keeps abreast
of current trends, developments and emerging issues in executive compensation
and, if appropriate, will obtain advice and assistance from outside
compensation advisors.

Components of Compensation

Base
Salary.Our policy is to position each executives
base salary at levels that are comparable to salaries provided to other
executives in our industry, with consideration for the industrys standards,
the size and scope of our operations, individual performance factors and the
scope of an individuals responsibilities. We consider these factors
subjectively in the aggregate and none of the factors is accorded a specific
weight, and we are not precluded from considering other factors as we consider
relevant. Although we had the assistance of an independent consultant in
setting base salaries, we did not engage in any benchmarking of these salaries
against those of other companies, as we do not believe there is another company
that is directly comparable with us.

Based
on the advice of the independent consultant engaged by the committee and our
desire to have a larger portion of 2007 compensation be in the form of
incentive compensation, the compensation committee determined to keep 2007 base
salary at the 2006 levels. On August 22, 2007 in connection with Albert
Bergeron assuming the additional duties of Chief Administrative Officer, his
salary was increased from $261,000 per year to $310,000 per year. The
compensation committee has engaged an independent consultant to advise it with
respect to establishing base salaries for 2008.

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Annual
Bonuses.In connection with our initial public
offering in 2004, our general partner adopted the US Shipping General Partner
LLC Annual Incentive Compensation Plan. The annual incentive plan is designed
to enhance the performance of our key employees by rewarding them with cash
awards for achieving annual financial and operational performance objectives.
The compensation committee in its discretion may determine individual
participants and payments, if any, for each fiscal year. A participants
designated level of participation, or target bonus, will be determined under
criteria established or approved by the compensation committee for that fiscal
year or designated performance period. Levels of participation may vary
according to a participants position and the relative impact such participant
can have on our and/or our affiliates operations. The amount of target bonus a
participant may receive for any fiscal year, if any, will depend upon the
performance level achieved for that fiscal year. Awards typically will be
determined after the end of the fiscal year or designated performance period.
Awards will be paid in cash annually, unless otherwise determined by the
compensation committee. The compensation committee will have the discretion to
reduce (but not to increase) some or all of the amount of any award that
otherwise would be payable by reason of the satisfaction of the applicable performance
targets; provided, however, that the exercise of such discretion with respect
to one participant may not be used to increase the amount of any award
otherwise payable to another participant. The termination of a participants
employment for any reason prior to payout of an award under the annual
incentive plan will result in the participants forfeiture of any such award,
unless and to the extent waived by the compensation committee. The board of
directors of our general partner may amend or terminate the annual incentive
plan at any time. We will reimburse our general partner for payments and costs
incurred under the plan.

As
a result of the significant changes in our business resulting from our
increased chemical fleet and our OPA 90 compliance strategy, it has been
difficult to identify stable benchmarks from which to set targets and issue
awards under the Annual Incentive Compensation Plan. Therefore, for 2004, 2005
and 2006 we awarded cash bonuses at the end of the year based upon the compensation
committees judgment of the success achieved by us, and managements role in
such success. In 2004, bonuses were awarded in connection with the acquisition
of the Charleston, which
substantially increased the capacity of our chemical fleet, as well as the
consummation of our public offering, which provided us with needed flexibility
to finance our operations and make acquisitions. In 2005, bonuses were awarded
at a lower level than in 2004 and were based on our financial and operational
performance. In 2006, bonuses were awarded based on management addressing our
OPA 90 phase out requirements by entering into the Joint Venture to construct
up to nine petroleum tankers and entering into construction contracts for four
additional ATBs as well as obtaining the financing for the construction of the
first three of these vessels. However, the committee, recognizing the effect of
the delay and increased cost in constructing the first ATB, reduced the bonuses
that otherwise would have been paid in 2006 and, to provide additional
incentive to management, created an additional bonus to be paid if our first
ATB was delivered and placed in operation by May 15, 2007. Because the first
ATB was not placed into operation until July 2007, this additional bonus was not
paid.

The
compensation committee established performance goals for 2007 on which bonuses
were to be based under the US Shipping General Partner LLC Annual Incentive
Compensation Plan, subject to the overall discretion of the committee to adjust
the bonuses based on the Partnerships performance and extenuating
circumstances, if any. These performance goals were established with the
assistance of Cavanagh & Associates, who was retained by the compensation
committee to advise it. The performance goals included both overall
organizational goals and individual goals tailored to each executives duties
and responsibilities. Sixty percent of such bonuses were based upon
organizational goals, specifically Distributable Cash Flow target levels set by
the compensation committee. Distributable Cash Flow is a non-GAAP financial
measure which determines how much cash we are able to distribute to our
unitholders. If the targeted goals for an executive were achieved, he would
receive a bonus equal to 75% of his base salary for 2007. The maximum amounts
payable to each executive under the bonus plan for 2007 was 100% of base
salary. If the targeted goals for an executive were not achieved, but certain
thresholds were met, the executive could receive a bonus at the discretion of
the compensation committee. We exceeded the maximum Distributable Cash Flow
goals and the executives met varying portions of their personal goals. Based
solely upon the formulas, and before our exercise of discretion, the bonus
computation for each of Messrs. Gridley, Gehegan, Miller, Bergeron and Ziobro
would have been $392,000, $342,000, $251,000, $265,000 and $81,000,
respectively. However, in light of the liquidity issues facing us and our
decision not to pay a distribution on the subordinated units for the fourth
quarter of 2007, the compensation committee determined that it was appropriate
to reduce the bonuses of Messrs. Gridley, Gehegan and Bergeron to $96,000,
$92,000 and $114,000, respectively, which amounts were the same as the cash
bonuses paid to these individuals for 2006.

The
compensation committee has determined that in light of the challenges facing
the Partnership in 2008, it would not be feasible to establish meaningful
quantitative goals. Accordingly, bonuses for 2008 will be determined by the committee based
upon the Partnerships performance in 2008 and its financial condition and
prospects at the time of determination.

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Equity-Linked Awards

Long-term Incentive Plan.In
connection with our initial public offering, our general partner adopted the
U.S. Shipping Partners L.P. Long-Term Incentive Plan for employees, consultants
and directors of US Shipping General Partner LLC and employees and consultants
of its affiliates who perform services for US Shipping General Partner LLC and
its subsidiaries. The long-term incentive plan provides for: restricted units,
phantom units, unit options, unit appreciation rights and other unit-based
awards. The long-term incentive plan currently permits the issuance of an
aggregate of 689,997 common units. The plan is administered by the compensation
committee of the board of directors of our general partner.

The
general partners board of directors in its discretion may terminate, suspend
or discontinue the long-term incentive plan at any time with respect to any
award that has not yet been granted. The board of directors also has the right
to alter or amend the long-term incentive plan or any part of the plan from
time to time, including increasing the number of units that may be granted,
subject to the requirements of the exchange upon which the common units are
listed at that time. However, no change in any outstanding grant may be made
that would materially reduce the benefits of the participant without the consent
of the participant.

Following
is a brief description of the types of awards available under our long-term
incentive plan.

Restricted
Units and Phantom Units

A
restricted unit is a common unit subject to forfeiture prior to the vesting of
the award. A phantom unit is a notional unit that entitles the grantee to
receive a common unit upon the vesting of the phantom unit or, in the
discretion of the compensation committee, cash equivalent to the value of a
common unit. The compensation committee may determine to make grants under the
plan of restricted units and phantom units to employees, consultants and
directors containing such terms as the compensation committee shall determine.
The compensation committee will determine the period over which restricted
units and phantom units granted to employees, consultants and directors will
vest. The committee may base its determination upon the achievement of
specified financial objectives.

If
a grantees employment, service relationship or membership on the board of
directors terminates for any reason, the grantees restricted units and phantom
units will be automatically forfeited unless, and to the extent, the
compensation committee provides otherwise. Common units to be delivered in
connection with the grant of restricted units or upon the vesting of phantom
units may be common units acquired by our general partner on the open market,
common units already owned by our general partner, common units acquired by our
general partner directly from us or any other person or any combination of the
foregoing. Our general partner will be entitled to reimbursement by us for the
cost incurred in acquiring common units. Thus, the cost of the restricted units
and delivery of common units upon the vesting of phantom units will be borne by
us. If we issue new common units in connection with the grant of restricted
units or upon vesting of the phantom units, the total number of common units
outstanding will increase. The compensation committee, in its discretion, may
grant tandem distribution rights with respect to restricted units and tandem
distribution equivalent rights with respect to phantom units.

We
intend the issuance of restricted units and common units upon the vesting of
the phantom units under the plan to serve as a means of incentive compensation
for performance and not primarily as an opportunity to participate in the
equity appreciation of the common units. Therefore, at this time it is not
contemplated that plan participants will pay any consideration for restricted
units or common units they receive, and at this time we do not contemplate that
we will receive any remuneration for the restricted units and common units.

Unit
Options, Unit Appreciation Rights and Other Unit-Based Awards

The
long-term incentive plan permits the grant of options covering common units,
the grant of unit appreciation rights and other awards based on common units. A
unit appreciation right is an award that, upon exercise, entitles the
participant to receive the excess of the fair market value of a unit on the
exercise date over the exercise price established for the unit appreciation
right. Such excess may be paid in common units, cash or a combination thereof,
as determined by the compensation committee in its discretion. Other unit-based
awards may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, common units or factors
that may influence the value of common units. Examples of such awards include
convertible or exchangeable debt securities, other rights convertible or
exchangeable into common units, purchase rights for common units, awards with
value and payment contingent upon our performance or one or more of our
business units or any other factors designated by the compensation committee,
and awards valued by reference to the value of securities of or the performance
of specified affiliates or other business units. Cash awards, as an element of
or supplement to any other award under the long term incentive plan, may also
be granted. The compensation committee will be able to make grants of unit
options, unit appreciation rights and other unit-based awards under the plan to
employees, consultants and directors containing such terms as the committee
shall determine. Unit options and unit appreciation rights may have an exercise
price that is equal to or greater than the fair market value of the common
units on the date of grant. In general, unit options and unit appreciation
rights granted will become exercisable over a period determined by the
compensation committee.

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Upon
exercise of a unit option (or a unit appreciation right settled in common
units) or settlement of an other unit-based award in common units, our general
partner will acquire common units on the open market or directly from us or any
other person or use common units already owned by our general partner, or any
combination of the foregoing. Our general partner will be entitled to reimbursement
by us for the difference between the cost incurred by our general partner in
acquiring these common units and the proceeds received from a participant at
the time of exercise. Thus, the cost of the unit options (or a unit
appreciation right settled in common units) in connection with the settlement
of an other unit-based award will be borne by us. If we issue new common units
upon exercise of the unit options (or a unit appreciation right settled in
common units) or settlement of an other unit-based award in common units, the
total number of common units outstanding will increase, and our general partner
will pay us the proceeds it receives from an optionee upon exercise of a unit
option in connection with the settlement of an other unit-based award. The
availability of unit options and unit appreciation rights is intended to
furnish additional compensation to employees, consultants and directors and to
align their economic interests with those of common unitholders.

To
date, the compensation committee has not granted any awards under the long-term
incentive plan to management, although each non-employee director who is not an
employee of Sterling Investment Partners was awarded 2,000 restricted units in
April 2007 and 3,065 units in April 2008 as partial director compensation. See
Director Compensation below for more information on these grants.

Management Incentive Interest in Our General
Partner.
In connection with our initial public offering, the executive officers of our
general partner were granted the right to receive in aggregate 10%
(subsequently reduced to 8.2% when Mr. Colletti ceased to be an executive
officer) of the distributions received by our general partner attributable to
(i) the incentive distribution rights and (ii) that portion of its 2%
general partner interest attributable to distributions on our common units and
subordinated units in excess of the minimum quarterly distribution of $0.45.
The executive officers will only receive these amounts upon conversion of the
class A subordinated units into common units, but upon such conversion they
will also be entitled to receive a catch up payment equal to the cumulative
amount they would have received had such payments commenced in November 2004.
The executive officers will receive a pro rata share of such amounts to the
extent that less than all the class A subordinated units convert into common
units. Through December 31, 2007, no amounts had been earned under this plan.
Please see Item 5. Market For Registrants Common Equity, Related Stockholder
Matters And Issuer Purchases Of Equity SecuritiesCash Distribution Policy for
a more detailed discussion of the incentive distribution rights and conditions
relating to the conversion of the class A subordinated units.

Benefits.We provide benefits, or perquisites, that we believe
are standard in industry. These benefits consist of a group medical and dental
insurance program for employees and their qualified dependents, group life
insurance for employees and their spouses, accidental death and dismemberment
and long-term disability coverage for employees and a 401(k) employee savings
plan. Our executive officers do not participate in a supplemental employment
retirement benefit of any kind.

The
401(k) plan permits eligible employees to make voluntary, pre-tax contributions
to the plan up to a specified percentage of compensation, subject to applicable
tax limitations. Our general partner may make a discretionary matching
contribution to the plan for each eligible employee equal to 5% of an
employees pre-tax annual compensation, subject to applicable tax limitations.
Eligible employees who elect to participate in the plan are generally vested in
any matching contribution after commencement of their employment with us. The
plan is intended to be tax-qualified under Section 401(a) of the Internal
Revenue Code so that contributions to the plan, and income earned on plan
contributions, are not taxable to employees until withdrawn from the plan, and
so that contributions, if any, will be deductible when made. We made the
maximum matching contributions to the plan for the years ended December 31,
2005, 2006 and 2007.

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How Elements of Our Compensation Program are
Related to Each Other

We
view the various components of compensation as related but distinct and
emphasize pay for performance with a significant portion of total
compensation reflecting a risk aspect tied to long- and short-term financial
and strategic goals. Our compensation philosophy is to foster entrepreneurship
at all levels of the organization by making long-term equity-based incentives,
in particular through participation in the growth of our quarterly
distributions, a significant component of executive compensation. We determine
the appropriate level for each compensation component based in part, but not
exclusively, on our view of internal equity and consistency, and other
considerations we deem relevant, such as rewarding extraordinary performance.
Our compensation committee has not adopted any formal or informal policies or
guidelines for allocating compensation between long-term and currently paid out
compensation, between cash and non-cash compensation, or among different forms
of non-cash compensation.

Other Compensation Related Matters

Equity Ownership. As of December 31, 2007,
Messrs. Gridley, Gehegan, Miller and Bergeron owned, directly or indirectly
through their ownership of interests in United States Shipping Master LLC,
substantial equity in the Partnership. Although we encourage our executive
officers to retain ownership in the Partnership, we do not have a policy
requiring maintenance of a specified equity ownership level. Our policies
prohibit our executive officers from using puts, calls or options to hedge the
economic risk of their ownership. In the aggregate, as of December 31, 2007,
our executive officers beneficially owned an aggregate of 1,545,572 limited
partner units, or approximately 8.5% of our total outstanding units, including
the 1,454,176 class B subordinated units owned by United States Shipping Master
which are attributable to our executive officers, as well as an aggregate
approximately 21.1% indirect ownership interest in the general partner and an
aggregate 8.2% interest in the distributions received by our general partner
attributable to (i) the incentive distribution rights and (ii) that
portion of its 2% general partner interest attributable to distributions on our
common units and subordinated units in excess of the minimum quarterly
distribution of $0.45. Based on their current ownership and the minimum annual
distribution of $1.80 per unit, our executive officers would receive an
aggregate of approximately $0.16 million in annual distributions on the common
units and $2.76 million in annual distributions on the subordinated and general
partner units attributable to them. As a result of our not paying a
distribution on the subordinated and general partners units for the fourth
quarter of 2007, the annual distribution to these individuals in respect of the
subordinated and general partner units attributable to them, aggregate
distributions to these individuals has decreased by approximately $0.69 million
per quarter ($2.76 million on an annual basis).

Recovery of Prior Awards. Except as
provided by applicable laws and regulations, the Partnership does not have a
policy with respect to adjustment or recovery of awards or payments if relevant
performance measures upon which previous awards were based are restated or
otherwise adjusted in a manner that would reduce the size of such award or
payment.

Section 162(m). Under Section 162(m) of
the Internal Revenue Code, a limitation was placed on tax deductions of any
publicly-held corporation for individual compensation to certain executives of
such corporation exceeding $1,000,000 in any taxable year, unless the
compensation is performance-based. With respect to the deduction limitations
under Section 162(m) of the Code, we are a limited partnership and therefore do
not meet the definition of a corporation under Section 162(m). Nonetheless,
the salaries and bonus compensation for each of our executive officers is
substantially less than the Section 162(m) threshold of $1,000,000.

Section
409A. If an executive is entitled to nonqualified
deferred compensation benefits that are subject to Section 409A, and such
benefits do not comply with Section 409A, then the benefits are taxable in the
first year they are not subject to a substantial risk of forfeiture. In such
case, the service provider is subject to regular federal income tax, interest
and an additional federal income tax of 20% of the benefit includible in
income. Although our long-term incentive plan provides for the grant of unit
options, Section 409A and authoritative guidance thereunder provides that unit
options can generally only be granted to employees of the entity granting the
option and certain affiliates without being required to comply with Section
409A as nonqualified deferred compensation.

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Compensation Committee Report

We
have reviewed and discussed with management the compensation discussion and
analysis required by Item 402(b) of Regulation S-K. Based on the review and
discussion referred to above, we recommend to the board of directors that the
compensation discussion and analysis be included in this Form 10-K.

Compensation
Committee:

William
M. Kearns, Jr. (Chairman)
Douglas L. Newhouse
Ronald L. OKelley

Compensation Committee Interlocks
and Insider Participation

None
of our executive officers serves as a member of the board of directors or
compensation committee of any entity that has one or more of its executive
officers serving as a member of our general partners board of directors or
compensation committee.

None
of the members of the compensation committee have served as an officer or
employee of us or our general partner. Furthermore, except for compensation
arrangements discussed in this Form 10-K/A, we have not participated in any contracts,
loans, fees, awards or financial interests, direct or indirect, with any
committee member, nor are we aware of any means, directly or indirectly, by
which a committee member could receive a material benefit from us.

Summary Compensation Table

The
following table sets forth certain information with respect to compensation of
our named executive officers:

|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|----------------------------------------------------------- | ---- | ---- | - | ---------- | ------- | --------- | ------- | -------------------- | - | --------------------- | - | ------------------------------------------------ | - | ------------------------------------------------------------------------------------------ | - | ------------------------ | - | ----- | - | - | - | ------ | ------ | --- | ------- | ------- | 
|Summary Compensation Table                                 
|                                                           
|Name and Principal Position                                 |      | Year |   | Salary ($) |         | Bonus ($) |         | Stock
  Awards
  ($) |   | Option
  Awards
  ($) |   | Non-Equity
  Incentive Plan
  Compensation
  ($) |   | Change in
  Pension Value
  and Non-
  Qualified 
  Deferred
  Compensation
  Earnings ($) |   | All Other
  Compensation |   | Total |  
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |  
|Paul B. GridleyChairman and Chief Executive Officer         |      | 2007 |   | $          | 417,000 |           | $       | 96,000               |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      |       |     | $       | 513,000 | 
|                                                            | 2006 |      | $ | 417,000    |         | $         | 96,000  | (1)                  | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ |       |        | $   | 513,000 |        
|                                                            | 2005 |      | $ | 417,000    |         | $         | 240,000 |                      | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ |       |        | $   | 657,000 |        
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|Joseph P. Gehegan
President and Chief Operating Officer     |      | 2007 |   | $          | 389,000 |           | $       | 92,000               |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      | 11,250 | (2) | $       | 492,250 | 
|                                                            | 2006 |      | $ | 389,000    |         | $         | 92,000  | (1)                  | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 11,000 | (2)    | $   | 492,000 |        
|                                                            | 2005 |      | $ | 389,000    |         | $         | 230,000 |                      | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 10,500 | (2)    | $   | 629,500 |        
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|Jeffrey M. MillerVice President - Chartering                |      | 2007 |   | $          | 257,000 |           | $       | 251,000              |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      | 11,250 | (2) | $       | 519,250 | 
|                                                            | 2006 |      | $ | 257,000    |         | $         | 114,000 | (1)                  | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 11,000 | (2)    | $   | 382,000 |        
|                                                            | 2005 |      | $ | 257,000    |         | $         | 190,000 |                      | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 10,500 | (2)    | $   | 457,500 |        
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|Albert E. Bergeron
Vice President - Chief Financial Officer |      | 2007 |   | $          | 278,841 |           | $       | 114,000              |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      | 11,250 | (2) | $       | 404,091 | 
|                                                            | 2006 |      | $ | 261,000    |         | $         | 114,000 | (1)                  | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 11,000 | (2)    | $   | 386,000 |        
|                                                            | 2005 |      | $ | 249,500    |         | $         | 190,000 |                      | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 10,500 | (2)    | $   | 450,000 |        
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|Jan T. Ziobro (3)Vice President - New Construction          |      | 2007 |   | $          | 156,872 |           | $       | 81,000               |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      | 5,927  | (2) | $       | 243,799 | 
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |        
|                                                            |      |      |   |            |         |           |         |                      |   |                       |   |                                                  |   |                                                                                            |   |                          |   |       |   |   |   |        |        |     |         |         | 
|Alan E. Colletti (4)Vice President - Operations             |      | 2007 |   | $          | 300,236 |           | $       |                     |   | $                     |  |                                                  | $ |                                                                                           |   | $                        |  |       | $ |  |   | $      | 11,250 | (2) | $       | 311,486 | 
|                                                            | 2006 |      | $ | 295,500    |         | $         | 76,000  | (1)                  | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 11,000 | (2)    | $   | 382,500 |        
|                                                            | 2005 |      | $ | 295,500    |         | $         | 190,000 |                      | $ |                      |   | $                                                |  |                                                                                            | $ |                         |   | $     |  |   | $ | 10,500 | (2)    | $   | 496,000 |        

|    |                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                       
|(1) | Does not include for each
  of Messrs. Gridley, Gehegan, Miller, Bergeron and Colletti, an additional
  $96,000, $92,000, $38,000, $38,000 and $76,000 that would have been payable
  if our first articulated tug barge had been delivered and placed in operation
  by May 15, 2007.
|    |                                                                                                                                                                                                                                                                                       
|(2) | Consists of matching
  contributions under a 401(k) plan.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                       
|(3) | Mr. Ziobro joined us in
  April 2007 at an annual salary of $230,000.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                       
|(4) | Mr. Colletti left our
  employ in December 2007.                                                                                                                                                                                                                                      

- 8 -

---



Employment Agreements

In
connection with our initial public offering, USS Vessel Management, LLC, a
subsidiary of our general partner, entered into amended and restated employment
agreements with each of Messrs. Gridley, Gehegan, Colletti, Miller and
Bergeron. In 2007 USS Vessel Management entered into an employment agreement
with Mr. Ziobro in connection with his joining us as Vice PresidentNew
Construction, and in 2008 entered into an employment agreement with Anthony J.
Guzzo in connection with his appointment as Vice PresidentChief Accounting
Officer. Mr. Colletti left our employ in December 2007. Each of Messrs.
Gehegan, Bergeron, Ziobro and Guzzo is required to devote all of his business
time to managing our business (including the business of our Joint Venture).
Each of Messrs. Gridley and Miller are required to devote a majority of his
time to managing our business (including the business of our Joint Venture).

Under
their respective employment agreements, Messrs. Gridley, Gehegan, Miller,
Bergeron, Ziobro and Guzzo each is currently entitled to receive annual
salaries of $417,000, $389,000, $257,000, $310,000, $230,000 and $190,000,
respectively. Each of the employment agreements provides for bonuses to be paid
at the discretion of the board of directors. In addition, Mr. Ziobro is
entitled to be paid the cash equivalent of the 975 shares of Overseas
Shipholding Group, Inc. (OSG) he forfeited as a result of terminating his
employment with OSG. He will receive, on each date that the shares would have
vested and forfeiture obligation would have lapsed with respect to the
forfeited OSG shares, an amount equal to the product determined by multiplying
(i) the number of OSG shares which became vested on such date by (ii) the
closing price of OSG stock on the date Mr. Ziobro commenced employment with us.
The cash payments due to Mr. Ziobro under this arrangement are $23,036,
$23,036, $17,045 and $7,940 due in January 2008, 2009, 2010 and 2011,
respectively.

The
employment agreements for each of Messrs. Gridley, Gehegan, Miller and Bergeron
expire in October 2008; the employment agreement for Mr. Ziobro expires in
April 2010; and the employment agreement for Mr. Guzzo expires in April 2009.
Each of the employment agreements will thereafter automatically renew for
successive one-year terms unless either party to such employment agreement
furnishes the other 60 days prior written notice of its intent not to renew
the agreement.

In
the event we terminate the employment of any of Messrs. Gridley, Gehegan,
Miller, Bergeron, Ziobro or Guzzo without justifiable cause, as defined in the
employment agreement, or we elect not to renew the employment agreement at the
end of its term, or if any of them terminate their employment for good reason,
as defined in the employment agreement, he will be entitled to:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | monthly payments equal to
  one-twelfth of his then annual salary and target bonus for a period of two
  years (one year in the case of Messrs. Ziobro and Guzzo) (such period the
  severance period); and                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | continue to participate,
  at our expense (to the same extent we bear such expense at the time of
  termination), in our health insurance and disability insurance programs, to
  the extent permitted under such programs, until the earlier of the end of the
  severance period or the date the executive begins employment with another
  entity which provides substantially similar benefits.

If
during negotiations regarding or within two years following a change in control
of our general partner or U.S. Shipping Partners L.P. the employment of any of
Messrs. Gridley, Gehegan, Miller, Bergeron, Ziobro or Guzzo is terminated
without justifiable cause, as defined in the employment agreement, or we elect
not to renew the employment agreement at the end of its term, or if any of them
terminate their employment for good reason, as defined in the employment
agreement, we will pay severance equal to three times (two times in the case of
Messrs. Ziobro and Guzzo) his then annual salary and target bonus. See
Potential Payments Upon Termination or Change in Control below.

- 9 -

---



Justifiable cause refers
  to the occurrence of one or more of the following specified events:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the executives repeated
  failure or refusal to attempt to perform his duties pursuant to, or
  executives breach of, the employment agreement where such conduct or breach
  has not ceased or been remedied within 15 days following written warning;                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the executives
  performance of any act or his failure to act, for which if such executive
  were prosecuted and convicted, a crime or offense involving our money or
  property, or which would constitute a felony in the jurisdiction involved,
  would have occurred;                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the executives
  performance of any act or his failure to act which constitutes, in the
  reasonable good faith determination of the board of directors, dishonesty,
  fraud or a breach of a fiduciary trust, including without limitation
  misappropriation of funds;                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | any intentional
  unauthorized disclosure by the executive to any person, firm or corporation
  other than any of our affiliates and their respective directors, managers,
  officers and employees, of any confidential information or trade secret
  related to us or our affiliates;                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | any attempt by the
  executive to secure any personal profit (other than through his ownership of
  units of United States Shipping Master LLC and the Partnership) in connection
  with our business and the business of our affiliates (for example, without
  limitation, using our assets to pursue other interests, diverting any
  business opportunity belonging to us or our affiliates to himself or to a
  third party, insider trading or taking bribes or kickbacks);
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the executives engagement
  in a fraudulent act to the material damage of us or our affiliates;                                                                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the executives illegal
  use of controlled substances;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the executives engagement
  in conduct or activities materially damaging to the property, business or
  reputation of us or our affiliates, as determined in reasonable good faith by
  the board of directors (except this provision does not apply in the case of
  Mr. Gridley);                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | any act or omission by the
  executive involving malfeasance or gross negligence in the performance of the
  executives duties to the material detriment of us or our affiliates, as
  determined in reasonable good faith by the board of directors; or                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | the entry of any order of
  a court that remains in effect and is not discharged for a period of at least
  sixty (60) days, which enjoins or otherwise limits or restricts the
  performance by the executive under the employment agreement, relating to any
  contract, agreement or commitment made by or applicable to the executive in
  favor of any former employer or any other person.                                                                                 

Good reason means

| |   |                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any material diminution of
  executives duties;                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                               
| |  | any change in executives
  reporting relationship that removes the executive from reporting to our
  president (our chief financial officer in the case of Mr. Guzzo, our chief
  executive officer in the case of Mr. Gehegan and the board of directors of
  United States Shipping Master LLC in the case of Mr. Gridley);
| |   |                                                                                                                                                                                                                                                                                                                               
| |  | any change in executives
  or another persons duties that provides such other person with substantially
  all the duties currently provided to executive; or                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                               
| |  | requiring executive to
  generally work at a location not within a 50 mile radius of Metro Park, New
  Jersey (Manhattan, New York in the case of Mr. Gridley).                                                                                                                                                               

- 10 -

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Each of the employment
  agreements referred to above includes a noncompetition provision applicable:

| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | for a period of two years
  from the date of termination if the executives employment is terminated for
  justifiable cause or disability (three years in the case of Mr. Gridley);                                                                                                        
| |   |                                                                                                                                                                                                                                                                                             
| |  | for a period of two years
  following the executives voluntary termination of his employment other than
  for good reason or his election not to renew his employment agreement (three
  years in the case of Mr. Gridley); or                                                             
| |   |                                                                                                                                                                                                                                                                                             
| |  | for the severance period,
  if we terminate the executives employment other than for justifiable cause
  or disability or the executive terminates his employment for good reason or
  if his employment is terminated as a result of our election not to renew his
  employment agreement.

However,
if we fail to pay severance or expense amounts to the executive as required by
the employment agreement, the noncompetition provision will no longer apply.

The
employment agreements of Messrs. Gridley and Miller provide that their current
engagement in the transportation of chemical products in two tank barges of
less than 20,000 deadweight tons, other than transportation of petroleum or
petroleum products, is not a violation of the non-compete provisions of the
employment agreement as long as either (1) he engages in such business on a
continuous basis or (2) if he does not engage in such business on a continuous
basis, we are not engaged in such business at the time he decides to reenter
such business. Pursuant to these provisions, Messrs. Gridley and Miller
currently own and operate two Jones Act barges that transport caustic soda and
calcium chloride under contracts with third parties. In addition, Messrs. Gridley
and Miller are permitted under their employment agreements to acquire and
operate additional tank barges of less than 15,000 deadweight tons in the
transportation of chemical products, other than transportation of petroleum or
petroleum products, provided that if at any time more than 50% of the income to
be generated by such barge in a six-month period is expected to be qualifying
income, then they must offer us the opportunity to acquire such tank barge.

Grants of Plan-Based Awards Table

This
table has been omitted because no plan-based awards were made in 2007. See 
Compensation Discussion and Analysis.

Outstanding Equity Awards at Fiscal Year-End

This
table has been omitted because there were no outstanding equity awards at December
31, 2007.

Option Exercises and Stock Vested Table

This
table has been omitted because there were no options exercised or common units
vested during 2007.

Pension Benefits

The
general partner of the Partnership sponsors a 401(k) plan that is available to
all U.S. employees, but does not maintain a pension or defined benefit program.
The Partnership does not have a nonqualified deferred compensation plan or
program for its officers or employees.

Potential Payments upon Termination or Change-in-Control

The
following table sets forth potential amounts payable to our current executive
officers upon termination of employment under various circumstances, and as if
terminated on December 31, 2007.

- 11 -

---



|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|-------------------------------------------------------- |  | --- |  | -------------------- | - | ----------------------------- | - | ------------------------------------------------------------------------------------------------- |  | --------------------------------- | --------- | ------------------------------------------------------------------ | - | --------- |  | - | --------- | 
|Potential Payments upon Termination or Change-in-Control
|                                                        
|                                                         |  |     |  | Termination          |  
|                                                         |  |     |  |                      |  
|Name                                                     |  |     |  | By Reason of
  Death |   | By Reason of
  Disability (3) |   | By
  Partnership
  Without
  Justifiable
  Cause or By Non-
  renewal of
  Employment
  Agreement |  | By Executive
  With
  Good Reason |           | Of Employment
  Within Two Years
  Following a
  Change in Control |  
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |  
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |  
|Paul B.
  Gridley                                        |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ | 1,094,625                                                                                         |  | $                                 | 1,459,500 |                                                                    | $ | 1,459,500 |  | $ | 2,189,250 | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 | 737       |                                                                    | $ | 737       |  | $ | 737       | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ | 1,094,625                                                                                         |  | $                                 | 1,460,237 |                                                                    | $ | 1,460,237 |  | $ | 2,189,987 | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Joseph P.
  Gehegan                                      |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ | 680,750                                                                                           |  | $                                 | 1,361,500 |                                                                    | $ | 1,361,500 |  | $ | 2,042,250 | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 | 737       |                                                                    | $ | 737       |  | $ | 737       | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ | 680,750                                                                                           |  | $                                 | 1,362,237 |                                                                    | $ | 1,362,237 |  | $ | 2,042,987 | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Jeffrey M.
  Miller                                      |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ | 449,750                                                                                           |  | $                                 | 899,500   |                                                                    | $ | 899,500   |  | $ | 1,349,250 | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 | 737       |                                                                    | $ | 737       |  | $ | 737       | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ | 449,750                                                                                           |  | $                                 | 900,237   |                                                                    | $ | 900,237   |  | $ | 1,349,987 | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Albert E.
  Bergeron                                     |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ | 542,500                                                                                           |  | $                                 | 1,085,000 |                                                                    | $ | 1,085,000 |  | $ | 1,627,500 | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 | 737       |                                                                    | $ | 737       |  | $ | 737       | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ | 542,500                                                                                           |  | $                                 | 1,085,737 |                                                                    | $ | 1,085,737 |  | $ | 1,628,237 | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Jan T.
  Ziobro                                          |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ | 368,000                                                                                           |  | $                                 | 368,000   |                                                                    | $ | 368,000   |  | $ | 736,000   | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 | 15,658    |                                                                    | $ | 15,658    |  | $ | 15,658    | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ | 368,000                                                                                           |  | $                                 | 383,658   |                                                                    | $ | 383,658   |  | $ | 751,658   | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Alan E.
  Colletti (4)                                   |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|Salary and Bonus                                         |  | (1) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 |          |                                                                    | $ |          |  | $ |          | 
|Health Benefits                                          |  | (2) |  | $                    |  |                               | $ |                                                                                                  |  | $                                 |          |                                                                    | $ |          |  | $ |          | 
|                                                         |  |     |  |                      |   |                               |   |                                                                                                   |  |                                   |           |                                                                    |   |           |  |   |           | 
|                                                         |  |     |  | $                    |  |                               | $ |                                                                                                  |  | $                                 |          |                                                                    | $ |          |  | $ |          | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(1) | Based on a target bonus of
  75% for Messrs. Gridley, Gehegan, Miller, Bergeron and Colletti (60% for Mr.
  Ziobro) established by the Compensation Committee for 2007. If the
  Compensation Committee of the Board of Directors does not set a target bonus
  for the year, the executives bonus target bonus is fifty percent of base
  salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Assumes we pay benefits
  for entire severance period. Our obligation to pay these benefits will
  terminate if executive begins employment with another entity that provides
  substantially similar benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Pursuant to their
  employment agreements, each executive is entitled to receive his compensation
  (including bonus, if any) until he begins to receive benefits under the
  long-term disability insurance plan provided by us. In the event that
  payments received from such long-term disability insurance plan do not equal
  the disabled executives rate of salary at the time of disability, then for a
  period of 18 months for Mr. Gridley and 12 months for Messrs. Gehegan,
  Miller, Bergeron and Ziobro, we are obligated to pay the executive the
  difference between the policy benefit and the disabled executives rate of
  salary, subject to applicable tax withholding. The calculated amounts
  assume salary and, in accordance with the terms of their employment
  agreements, a target bonus of 50% of 2007 base salary for the salary
  continuation period, as well as no reduction as a result of payments made
  under the long-term disability insurance plan. Such payments, if made under
  the long-term disability insurance plan, may reduce Mr. Gridleys disability
  payments by us up to $180,000 and may reduce Messrs. Gehegan, Miller, Bergeron
  and Ziobros disability payments by us up to $120,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | As Mr. Colletti was no
  longer employed by us at December 31, 2007, he would not have been entitled
  to any severance upon termination of employment or a change-in-control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 12 -

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Compensation of Directors

Each
of Messrs. Ganz, Kearns, Luterman and OKelley receives a quarterly cash
retainer fee of $12,500 in consideration of their services as director of our
general partner. In addition, for each telephonic board call that Messrs. Ganz,
Kearns, Luterman and OKelley participate in they receive a cash fee of $1,000.
Furthermore, Messrs. Kearns and Luterman, members of the audit committee,
receive a $5,000 annual retainer, and Mr. OKelley, as chairman of the audit
committee, receives a $10,000 annual retainer. All directors of our general
partner are reimbursed for their out-of-pocket expenses in connection with
their services on the board. Our officers or employees who also serve as
directors do not receive additional compensation, and Messrs. Macey and
Newhouse began to receive the cash annual retainer fee for service as directors
beginning in January 2008 and the per meeting fee beginning in April 2008.
Also, beginning in 2008 Mr. Kearns will receive a $12,000 annual retainer for
serving as lead outside director. In addition, in 2007 and 2008 we issued
common units to each of Messrs. Ganz, Kearns, Luterman and OKelley having a
value of $37,940 in 2007 and $36,657 in 2008. The following table sets forth
the compensation paid to our non-employee directors during the year ended
December 31, 2007.

|                            |  |                               |        |                      |   |        |  |   |         | 
|--------------------------- |  | ----------------------------- | ------ | -------------------- | - | ------ |  | - | ------- | 
|Name                        |  | Fees Earned or
  Paid in Cash |        | Stock
  Received (1) |   | Total  | 
|                            |  |                               |        |                      |   |        | 
|Bryan Ganz                  |  | $                             | 61,350 |                      | $ | 37,940 |  | $ | 99,290  | 
|William Kearns              |  |                               | 78,350 |                      |   | 37,940 |  |   | 116,290 | 
|Gerald Luterman             |  |                               | 75,350 |                      |   | 37,940 |  |   | 113,290 | 
|M. William
  Macey, Jr. (2) |  |                               |       |                      |   |       |  |   |        | 
|Douglas
  Newhouse (2)      |  |                               |       |                      |   |       |  |   |        | 
|Ronald OKelley             |  |                               | 85,350 |                      |   | 37,940 |  |   | 123,290 | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|(1)   Represents the grant date value, computed in accordance with Statement of
Financial Accounting Standards No. 123R, of 2,000 restricted common units
granted on April 2, 2007 under our Long-Term Incentive Plan. These restricted
units vested on March 31, 2008, subject to earlier vesting in the event of a
change in control, death, disability, retirement or resignation at the request
of the Partnership. Each directors right to receive distributions on the
restricted units vested as to 500 units on each of April 2, 2007, July 1, 2007
October 1, 2007 and January 1, 2008.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|(2)   Beginning in January 2008, Messrs. Macey and Newhouse began to receive
directors fees in an amount equal to the amount paid in cash to our other
non-management directors, consisting of an annual retainer of $50,000, a $1,000
per meeting fee (beginning April 2008) and, in the case of Mr. Newhouse, a
$1,000 per meeting fee relating to his service on our compensation committee
(beginning April 2008).                                                                                                                                                                          

On
April 1, 2008, we issued to each of Messrs. Ganz, Kearns, Luterman and OKelley
3,065 common units under our Long-Term Incentive Plan. These common units were
immediately vested.

Reimbursement of Expenses of Our General Partner and its
Affiliates

We
do not pay our general partner a management fee, but we do reimburse our
general partner for all expenses incurred on our behalf, including the costs of
employee, officer and director compensation and benefits, as well as all other
expenses necessary or appropriate to the conduct of our business. Our
partnership agreement provides that our general partner will determine the expenses
that are allocable to us in any reasonable manner determined by our general
partner in its sole discretion. See Item 13. Certain Relationships and Related
Transactions, and Director Independence  Distributions and Payments to Our
General Partner and Its Affiliates.

- 13 -

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PART IV

ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES

(a)
(1)          Financial
Statements

See Index to Financial
Statements set forth on page F-1.

(a)
(2)          Financial
Statement Schedules

None.

(a)
(3)          Exhibits

All exhibits, other than
those designated with two asterisks, have been previously filed with the
Securities and Exchange Commission, as indicated.

|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
  Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1              |  | Certificate of Limited
  Partnership of U.S. Shipping Partners L.P. (incorporated by reference to
  Exhibit 3.1 to the Partnerships Registration Statement on Form S-1
  (Registration No. 333-118141 filed August 12, 2004).                                                                                                                                                                                                                                                                                                                                                                                                             
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2              |  | Amended and Restated
  Agreement of Limited Partnership of U.S. Shipping Partners L.P. (incorporated
  by reference to Exhibit 3.2 to the Partnerships Quarterly Report on Form
  10-Q for the period ended September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                          
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3              |  | Amendment No. 1 to Amended
  and Restated Agreement of Limited Partnership of U.S. Shipping Partners L.P.
  (incorporated by reference to Exhibit 4.1 to the Partnerships Quarterly
  Report on Form 10-Q for the period ended September 30, 2006).                                                                                                                                                                                                                                                                                                                                                                                       
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4              |  | Certificate of Formation
  of US Shipping General Partner LLC (incorporated by reference to Exhibit 3.3
  to the Partnerships Registration Statement on Form S-1 (Registration No.
  333-118141 filed August 12, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                   
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.5*             |  | First Amended and Restated
  Limited Liability Company Agreement of US Shipping General Partner LLC
  (incorporated by reference to Exhibit 3.1 to the Partnerships Quarterly Report
  on Form 10-Q for the period ended June 30, 2005).                                                                                                                                                                                                                                                                                                                                                                                                  
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1              |  | Indenture dated as of
  August 7, 2006 between U.S. Shipping Partners L.P., a Delaware limited
  partnership (the Company), U.S. Shipping Finance Corp., a Delaware
  corporation (Finance Corp., and together with the Company, the Issuers),
  each entity listed on Schedule I hereto (each a Guarantor, and
  collectively, the Guarantors) and Wells Fargo Bank, N.A., a national
  banking association, as trustee (the Trustee) (incorporated by reference to
  Exhibit 4.2 to the Partnerships Quarterly Report on Form 10-Q for the period
  ended June 30, 2006).                                                   
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.1             |  | Contribution, Conveyance
  and Assumption Agreement by and among United States Shipping Master LLC, US
  Shipping General Partner LLC, U.S. Shipping Partners L.P., U.S. Shipping
  Operating LLC, United States Shipping LLC, United States Chemical Shipping
  LLC, USCS Chemical Chartering LLC, USS Chartering LLC, ITB Baltimore LLC, ITB
  Groton LLC, ITB Jacksonville LLC, ITB Mobile LLC, ITB New York LLC, ITB
  Philadelphia LLC, USCS Charleston LLC, and USCS Chemical Pioneer LLC
  (incorporated by reference to Exhibit 10.1 to the Partnerships Quarterly
  Report on Form 10-Q for the period ended September 30, 2004).
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.2*            |  | U.S. Shipping Partners
  L.P. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to
  the Partnerships Quarterly Report on Form 10-Q for the period ended
  September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 14 -

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3*  |  | U.S. Shipping Partners
  L.P. Annual Incentive Plan (incorporated by reference to Exhibit 10.3 to the
  Partnerships Quarterly Report on Form 10-Q for the period ended September
  30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4   |  | Omnibus Agreement among
  United States Shipping Master LLC, US Shipping General Partner LLC, U.S.
  Shipping Operating LLC and U.S. Shipping Partners L.P. (incorporated by
  reference to Exhibit 10.4 to the Partnerships Quarterly Report on Form 10-Q
  for the period ended September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5  |  | Support Agreement dated as
  of September 13, 2002 between Amerada Hess Corporation and USS Chartering LLC
  (incorporated by reference to Exhibit 10.6 to the Partnerships Registration
  Statement on Form S-1 (Registration No. 333-118141 filed August 12, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.6*  |  | Employee Unit Purchase
  Plan (incorporated by reference to Exhibit 10.6 to the Partnerships
  Quarterly Report on Form 10-Q for the period ended September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.7   |  | Third Amended and Restated
  Credit Agreement, dated as of August 7, 2006, among U.S. Shipping
  Partners L.P., U.S. Shipping Operating LLC, ITB Baltimore LLC, ITB Groton
  LLC, ITB Jacksonville LLC, ITB Mobile LLC, ITB New York LLC, ITB Philadelphia
  LLC, USS Chartering LLC, USCS Chemical Chartering LLC, USCS Chemical Pioneer
  Inc., USCS Charleston Chartering LLC, USCS Charleston LLC, USCS ATB LLC, USS
  ATB 1 LLC, USS ATB 2 LLC, USCS Sea Venture LLC, USS M/V Houston LLC, USS JV
  Manager Inc., USS PC Holding Corp., U.S. Shipping Finance Corp. and USS
  Product Manager LLC as the Borrowers, and certain commercial lending
  institutions, as the Lenders, Canadian Imperial Bank of Commerce as Letter of
  Credit Issuer, Canadian Imperial Bank of Commerce, as the Administrative
  Agent for the Lenders, Lehman Commercial Paper Inc., as the Syndication
  Agent, KeyBank National Association, as the Collateral Agent (incorporated by
  reference to Exhibit 10.1 to the Partnerships Quarterly Report on Form
  10-Q for the period ended September 30, 2006).
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.8   |  | First Amendment to Third
  Amended and Restated Credit Agreement, dated as of August 28, 2006
  (incorporated by reference to Exhibit 10.2 to the Partnerships
  Quarterly Report on Form 10-Q for the period ended September 30, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.9   |  | Second
  Amendment to Third Amended and Restated Credit Agreement, dated as of
  April 25, 2007 (incorporated by reference to Exhibit 10.1 to the
  Partnerships Quarterly Report on Form 10-Q for the period ended
  March 31, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.10  |  | Third
  Amendment to Third Amended and Restated Credit Agreement, dated as of
  June 29, 2007 (incorporated by reference to Exhibit 10.1 to the
  Partnerships Quarterly Report on Form 10-Q for the period ended
  June 30, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.11 |  | Limited Liability Company
  Agreement of USS Product Investors LLC dated August 7, 2006 (incorporated by
  reference to Exhibit 10.3 to the Partnerships Quarterly Report on Form
  10-Q for the period ended September 30, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.12* |  | Amended and Restated
  Employment Agreement for Paul B. Gridley (incorporated by reference to
  Exhibit 10.8 to the Partnerships Quarterly Report on Form 10-Q for the
  period ended September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.13* |  | Amended and Restated
  Employment Agreement for Joseph P. Gehegan (incorporated by reference to
  Exhibit 10.9 to the Partnerships Quarterly Report on Form 10-Q for the
  period ended September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.14* |  | Amended and Restated
  Employment Agreement for Alan Colletti (incorporated by reference to Exhibit
  10.11 to the Partnerships Quarterly Report on Form 10-Q for the period ended
  September 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 15 -

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|       |  |                                                                                                                                                                                                                                               
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15* |  | Amended and Restated
  Employment Agreement for Jeffrey M. Miller (incorporated by reference to
  Exhibit 10.12 to the Partnerships Quarterly Report on Form 10-Q for the
  period ended September 30, 2004).                                
|       |  |                                                                                                                                                                                                                                               
|10.16* |  | Amended and Restated
  Employment Agreement for Albert E. Bergeron (incorporated by reference to
  Exhibit 10.13 to the Partnerships Quarterly Report on Form 10-Q for the
  period ended September 30, 2004).                               
|       |  |                                                                                                                                                                                                                                               
|10.17* |  | Employment
  Agreement for Jan T. Ziobro (incorporated by reference to Exhibit 10.2
  to the Partnerships Quarterly Report on Form 10-Q for the period ended
  March 31, 2007).                                                              
|       |  |                                                                                                                                                                                                                                               
|10.18* |  | Employment
  Agreement for Anthony J. Guzzo (incorporated by reference to
  Exhibit 10.1 to the Partnerships Current Report on Form 8-K dated April
  21, 2008).                                                                             
|       |  |                                                                                                                                                                                                                                               
|21.1   |  | List of subsidiaries
  (incorporated by reference to Exhibit 21.1 to the Partnerships Annual Report
  on Form 10-K for the year ended December 31, 2007).                                                                                    
|       |  |                                                                                                                                                                                                                                               
|31.1** |  | Certification of the Chief
  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                     
|       |  |                                                                                                                                                                                                                                               
|31.2** |  | Certification of the Chief
  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                     
|       |  |                                                                                                                                                                                                                                               
|32.1   |  | Certification of the Chief
  Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  (incorporated by reference to Exhibit 32.1 to the Partnerships Annual Report
  on Form 10-K for the year ended December 31, 2007).
|       |  |                                                                                                                                                                                                                                               
|32.2   |  | Certification of the Chief
  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  (incorporated by reference to Exhibit 32.1 to the Partnerships Annual Report
  on Form 10-K for the year ended December 31, 2007).

|   |                                                           
|-- | ----------------------------------------------------------
|  
|   |                                                           
|  | Confidential treatment was
  granted for omitted portions.
|   |                                                           
|*  | Management contract,
  compensatory plan or arrangement.  
|   |                                                           
|** | Filed herewith.                                           

- 16 -

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SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: April 29, 2008

| |                               |                                   
| | ----------------------------- | ----------------------------------
| | U.S. SHIPPING PARTNERS
  L.P.
| |                               |                                   
| | By:                           | US Shipping General
  Partner LLC,
| |                               | its general partner               
| |                               |                                   
| | By:                           | /s/ Paul B. Gridley               
| |                               |                                   
| |                               | Paul B. Gridley                   
| |                               | Chairman, Chief Executive Officer 

- 17 -

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