---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2006

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                                                      
|(State or other jurisdiction of incorporation or organization)
|                                                              
|399 Thornall St., 8th Floor                                   
|Edison, 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                                         
|                                                              
|Common   units                                                
|                                                              

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
oNo
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
oNo
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
xNo
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, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated   filer
oAccelerated
filer
xNon-accelerated
filer
o

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes
oNo
x

The aggregate market value of the registrants common units held by
non-affiliates as of June 30, 2006, based on the reported closing price of such
units on the New York Stock Exchange on such date, was approximately
$145,727,000. The number of the registrants common units outstanding as of
March 15, 2007 was 11,333,548. At that date, 6,899,968 subordinated units were
also outstanding.

---



##### 

Explanatory Note

This amendment to
U.S. Shipping Partners L.P.s 2006 Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 16, 2007 (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 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 2006 compensation for our
five 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 a high proportion of our capacity 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, while maintaining some
flexibility to respond to changing market conditions.
| |   |                                                                                                                                                                                                                                                                                              
| |  | 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, level of responsibility and tenure. 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.

1



---



##### 

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 unique value and historical contributions 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 and
president and chief operating officer have a greater impact on achievement of
the business strategy and overall business performance. Therefore, a higher
proportion of their total compensation is paid 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 a compensation 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.

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 (unless waived) 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.

2



---



##### 

As a result of the
significant changes in our business resulting from our increased chemical fleet
and our OPA 90 compliance strategy, there have previously been no stable
benchmarks from which to set targets and issue awards under the Annual Incentive
Compensation Plan. Rather, 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
articulated tug barges (ATB) 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 is delivered and placed in operation by May 15,
2007.

The compensation
committee has established performance goals for 2007 on which bonuses will be
based. The performance goals include both overall organizational goals and
individual goals tailored to each executives duties and responsibilities.
Sixty percent of such bonuses are 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. Such targets may be
adjusted at the discretion of the compensation committee for non-budgeted and/or
non-recurring items impacting actual Distributable Cash Flow levels. The 2007
bonuses are intended to be awards under the US Shipping General Partner LLC
Annual Incentive Compensation Plan. If the targeted goals for an executive are
achieved, he will 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 are 100%
of base salary. If
the targeted goals for an executive are not achieved, but certain thresholds are
met, the executive may receive a bonus at the discretion of the compensation committee.

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.

3



---



##### 

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 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.

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
as partial director compensation. See Director Compensation
below for more information on this grant.

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% 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,
2006, 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.

4



---



##### 

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, 2004, 2005
and 2006.

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, 2006, each of our executive officers
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, 2006, our executive officers beneficially owned an aggregate of 1,614,355
limited partner units, or approximately 8.9% of our total outstanding units,
including the 1,511,809 class B subordinated units owned by United States
Shipping Master which are attributable to our executive officers,  as well as an aggregate approximately 21.9% indirect ownership
interest in the general partner and an aggregate 10% 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 receive an aggregate of approximately $3.05
million in annual distributions on the common and general partner units
attributable to them. Approximately $2.87 million of these distributions are
subordinated to the right of our common unit holders to receive the minimum
quarterly distribution of $0.45 per unit.

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.

5



---



##### 

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, 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.

6



---



##### 

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   ($) |  | Change in Pension Valueand Non-QualifiedDeferredCompensationEarnings($) |   | All OtherCompensation |   | Total | 
|------------------------------------------ |  | ---- | ---- | ---------- | - | --------- |  | -------------------- | ------- | --------------------- | - | ------------------------------------------------ |  | ----------------------------------------------------------------------- | - | --------------------- | - | ----- | 
|                                           |  |      |      |            |   |           |  |                      |         |                       |   |                                                  |  |                                                                         |   |                       |   |       | 
|Paul B. Gridley                            |  |      | 2006 |            | $ | 417,000   |  | $                    | 96,000  | (1)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|Chairman   and Chief Executive Officer     |  |      | 2005 |            | $ | 417,000   |  | $                    | 240,000 |                       | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      | 2004 |            | $ | 319,500   |  | $                    | 353,334 | (2)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      |      |            |   |           |  |                      |         |                       |   |                                                  |  |                                                                         |   |                       |   |       | 
|Joseph P. Gehegan                          |  |      | 2006 |            | $ | 389,000   |  | $                    | 92,000  | (1)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|President   and Chief Operating Officer    |  |      | 2005 |            | $ | 389,000   |  | $                    | 230,000 |                       | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      | 2004 |            | $ | 356,500   |  | $                    | 313,334 | (2)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      |      |            |   |           |  |                      |         |                       |   |                                                  |  |                                                                         |   |                       |   |       | 
|Alan E. Colletti                           |  |      | 2006 |            | $ | 295,500   |  | $                    | 76,000  | (1)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|Vice   President - Operations              |  |      | 2005 |            | $ | 295,500   |  | $                    | 190,000 |                       | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      | 2004 |            | $ | 253,417   |  | $                    | 713,333 | (2)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      |      |            |   |           |  |                      |         |                       |   |                                                  |  |                                                                         |   |                       |   |       | 
|Jeffrey M. Miller                          |  |      | 2006 |            | $ | 257,000   |  | $                    | 114,000 | (1)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|Vice   President - Chartering              |  |      | 2005 |            | $ | 257,000   |  | $                    | 190,000 |                       | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      | 2004 |            | $ | 209,500   |  | $                    | 213,333 | (2)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      |      |            |   |           |  |                      |         |                       |   |                                                  |  |                                                                         |   |                       |   |       | 
|Albert E. Bergeron                         |  |      | 2006 |            | $ | 261,000   |  | $                    | 114,000 | (1)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|Vice   President - Chief Financial Officer |  |      | 2005 |            | $ | 249,500   |  | $                    | 190,000 |                       | $ |                                                 |  | $                                                                       |  |                       | $ |      | 
|                                           |  |      | 2004 |            | $ | 208,250   |  | $                    | 693,333 | (2)                   | $ |                                                 |  | $                                                                       |  |                       | $ |      | 

|   
|---
|(1)
|   
|(2)
|   
|(3)

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. Each of Messrs.
Gehegan, Colletti and Bergeron 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, Colletti, Miller and
Bergeron each is currently entitled to receive annual salaries in 2007 of
$417,000, $389,000, $295,500, $257,000 and $261,000, respectively. Each of the
employment agreements provides for bonuses to be paid at the discretion of the
board of directors.

The employment
agreements with each of Messrs. Gridley, Gehegan, Colletti, Miller and Bergeron
provide for an initial term expiring in October 2007. 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.

7



---



##### 

In the event we
terminate the employment of any of Messrs. Gridley, Gehegan, Colletti, Miller or
Bergeron 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 (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, Colletti, Miller or Bergeron 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 his then annual salary and target bonus. See
Potential Payments Upon Termination or Change in Control
below.

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

8



---



##### 

| | Good reason means                                                                                
| | ---------------------------------------------------------------------------------------------------
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| | Each of the employment agreements referred to above includes a noncompetition
provision applicable:
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| |                                                                                                   
| |                                                                                                    
| |                                                                                                   

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 2006. 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,
2006.

Option Exercises and Stock Vested Table

This table has been
omitted because there were no options exercised or common units vested during
2006.

9



---



##### 

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, 2006.

Potential Payments upon Termination or Change-in-Control

|                     |  |  |     |  | Termination |                         
|-------------------- |  |  | --- |  | ----------- | ------------------------
|                     |  |  |     |  |             |                         
|Name                 |  |  |     |  |             | By Reason   of
    Death
|                     |  |  |     |  |             |                         
|Paul B.   Gridley    |  |  |     |  |             |                         
|Salary and Bonus     |  |  | (1) |  | $           |                        
|Health Benefits      |  |  | (2) |  | $           |                        
|                     |  |  |     |  |             |                         
|                     |  |  |     |  | $           |                        
|Joseph P.   Gehegan  |  |  |     |  |             |                         
|Salary and Bonus     |  |  | (1) |  | $           |                        
|Health Benefits      |  |  | (2) |  | $           |                        
|                     |  |  |     |  |             |                         
|                     |  |  |     |  | $           |                        
|Alan E.   Colletti   |  |  |     |  |             |                         
|Salary and Bonus     |  |  | (1) |  | $           |                        
|Health Benefits      |  |  | (2) |  | $           |                        
|                     |  |  |     |  |             |                         
|                     |  |  |     |  | $           |                        
|Jeffrey M.   Miller  |  |  |     |  |             |                         
|Salary and Bonus     |  |  | (1) |  | $           |                        
|Health Benefits      |  |  | (2) |  | $           |                        
|                     |  |  |     |  |             |                         
|                     |  |  |     |  | $           |                        
|Albert E.   Bergeron |  |  |     |  |             |                         
|Salary and Bonus     |  |  | (1) |  | $           |                        
|Health Benefits      |  |  | (2) |  | $           |                        
|                     |  |  |     |  |             |                         
|                     |  |  |     |  | $           |                        

|   
|---
|(1)
|   
|(2)
|   
|(3)

10



---



##### 

Compensation of Directors

Each of Messrs.
Ganz, Kearns, Luterman and OKelley receives a quarterly 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 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 and Messrs.
Macey and Newhouse do not receive additional compensation. The following table
sets forth the compensation paid to our non-employee directors during the year
ended December 31, 2006, all of which consisted of cash compensation.

|Name                  |  | Fees   Earnedor Paid inCash |        | Total |  
|--------------------- |  | --------------------------- | ------ | ----- | -
|                      |  |                             |        |       |  
|Bryan Ganz            |  | $                           | 46,500 |       | $
|William Kearns        |  | $                           | 50,250 |       | $
|Gerald Luterman (1)   |  | $                           | 20,750 |       | $
|M. William Macey, Jr. |  | $                           |       |       | $
|Douglas Newhouse      |  | $                           |       |       | $
|Ronald O'Kelley       |  | $                           | 56,000 |       | $

|                                                    
|----------------------------------------------------
|(1)    Mr. Luterman became a   director in May 2006.

On April 2, 2007, we
issued to each of Messrs. Ganz, Kearns, Luterman and OKelley 2,000
restricted common units under our Long-Term Incentive Plan. These
restricted units vest 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 April 2, 2007 and will vest as
to an additional 500 units on each of July 1, 2007 October 1, 2007 and January
1, 2008.

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.

11



---



##### 

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).                                                                                                                                                                                                                                                                                                                                                                                                                               
|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).                                                                                                                                                                                                                                                                                                                                                           

12



---



##### 

|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 |  | Limited Liability Company Agreement of USS Product Investors LLC dated August 7,
2006 (incorporated by reference to Exhibit 10.4 to the Partnerships
Quarterly Report on Form 10-Q for the period ended September 30,
2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.10* |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.11* |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.13* |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.14* |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.15* |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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,
2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.1   |  | Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1
to the Partnerships Annual Report on Form 10-K for the year ended December
31, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|  
|--
| 
|
|* 
|**

13



---



##### 

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 30, 2007

| | U.S. SHIPPING PARTNERS   L.P.
| | -----------------------------
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              

14



---