UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 2005
                         Commission file number 0-15087

                              TRAILER BRIDGE, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      13-3617986
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                10405 New Berlin Road E., Jacksonville, FL 32226
                                 (904) 751-7100
          (Address and telephone number of Principal executive offices)

        Securities Registered Pursuant to section 12(b) of the Act: None

           Securities Registered Pursuant to section 12(g) of the Act:
                                 $0.01 Par Value
                                  Common Stock

Indicate by check mark if the registrant is well-known seasoned issuer; as
defined in rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 12 or Section 15 (d) of the Act. Yes 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
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 the registrant's definitive proxy statement
incorporated by reference in Part III of this Form 10-K. [x]
Indicate by check mark if the registrant is a large accelerated filer, or a non-
accelerated filer.  See definition of "accelerated filer and large accelerated
filer" in Rule12-b-2 of the Exchange Act. (Check one): Large accelerated filer
__ Accelerated Filer __ Non-accelerated filer X
Indicate by check mark whether the registrant is shell company (as defined in
Rule 12b-2 of the Act.) Yes No X.
The aggregate market value of the shares of the registrant's $0.01 par value
common stock held by non-affiliates of the registrant as of June 30, 2005, the
last business day of the registrant's most recently completed second fiscal
quarter was $30,523,871 (based upon $7.75 per share being the price at which the
common equity was last sold). In making this calculation the issuer has assumed,
without admitting for any purpose, that all executive officers and directors of
the registrant are affiliates.

<PAGE>



As of February 28, 2006 11,778,679 shares of the registrant's common stock, par
value $.01 per share were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: The information set forth under Part III,
Items 10, 11, 12, 13, and 14 of this Report is incorporated by reference from
the registrant's definitive proxy statement for the 2006 annual meeting of
stockholders that will be filed no later than 120 days after the end of the year
to which this report relates.

                              TRAILER BRIDGE, INC.
                                    FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2005

                                TABLE OF CONTENTS



                    PART I
Item 1.
        Business.............................................................3
Item 1A.
        Risk Factors.........................................................9
Item 1B.
        Unresolved Staff Comments...........................................10
Item 2.
        Properties..........................................................10
Item 3.
        Legal Proceedings...................................................11
Item 4.
        Submission of Matters to a Vote of Security Holders.................11

                    PART II
Item 5.
        Market for Registrant's Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities...................12
Item 6.
        Selected Financial Data.............................................13
Item 7.
        Management's Discussion and Analysis of Financial Condition
        and Results of Operations...........................................14
Item 7A.
        Quantitative and Qualitative Disclosures About Market Risk..........26
Item 8.
        Financial Statements and Supplementary Data.........................27
Item 9.
        Changes in and Disagreements With Accountants on Accounting
        and Financial Disclosure............................................52
Item 9A.
        Controls and Procedures.............................................52
Item 9B.
        Other Information...................................................52


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                    PART III

Item 10.
        Directors and Executive Officers of the Registrant..................52

                    PART IV
Item 15.
        Exhibits, Financial Statement Schedules.............................55
EXHIBIT INDEX...............................................................55
SIGNATURES..................................................................59



PART I

Forward Looking Statements

This 10-K contains statements that constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The matters
discussed in this Report include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect
to the future operating performance of the Company. Investors are cautioned that
any such forward looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those in the forward looking statements as a result of various factors.
Without limitation, these risks and uncertainties include the risks of changes
in demand for transportation services offered by the Company, any changes in
rate levels for transportation services offered by the Company, economic
recessions and severe weather.

Item 1. Business

BUSINESS OVERVIEW

Trailer Bridge, headquartered in Jacksonville, Florida, is an integrated
trucking and marine freight carrier that provides truckload freight
transportation primarily between the continental U.S. and Puerto Rico. Founded
in 1991 as a Delaware corporation by transportation pioneer Malcom P. McLean,
the Company combines an efficient and dedicated motor carrier with a low cost
barge and tug marine transportation system. Mr. McLean died in May 2001. Trailer
Bridge was the first, and remains the only company serving markets governed by
the Jones Act to exclusively operate marine vessels fully configured to carry
48' and 53' long, 102" wide, "high-cube" equipment. This configuration enables
the Company to achieve operating efficiencies not readily available to
traditional ocean carriers that primarily use smaller capacity equipment, such
as 40' containers.

Trailer Bridge's differentiated service quickly gained the acceptance of U.S. to
Puerto Rico shippers, leading to rapid growth and high equipment utilization. In
1996 the Company increased its vessel capacity by 56% by inserting midsections
("mid-bodies") into its two existing barges, increasing the capacity of each
barge to 405 53' equivalent truckload units.

Trailer Bridge increased its vessel capacity again in 1998 and 1999 when it took
delivery of five 403' long container carrying barges designed specifically for
the Company's integrated truckload marine transportation system and bearing the
Company's Triplestack Box Carrier(R) trade name. The Triplestack Box Carriers
are versatile, low-draft vessels that have a capacity of 281 53' containers,
stacked three-high on a single deck. The Company currently utilizes two
mid-bodied roll-on roll-off vessels and two Triplestack Box Carriers to provide
twice weekly sailings directly between Jacksonville, Florida and San Juan,
Puerto Rico. Three Triplestack Box Carriers are currently available for short or
long term charter. During 2005, 2004 and 2003 some of the Triplestack Box
Carriers were chartered for a portion of the year under short-term charter
agreements.


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<PAGE>

OPERATIONS

At December 31, 2005, Trailer Bridge, Inc. operated a fleet of 91 tractors,
comprised of 77 company owned units and 14 owner operator units, 432 high-cube
trailers, 2,885 53' high cube containers and 2,230 53' chassis that transport
truckload freight between the Company's San Juan, Puerto Rico port facility, its
Jacksonville port facility and inland points in the US and Puerto Rico. The
Company provides full truckload service between inland points within the
continental U.S., primarily to streamline the final delivery of goods and to
provide the required service to customers. The Company maintains a centralized
dispatch and customer service center at its Jacksonville headquarters to
coordinate the movement of customer freight throughout our system. The
operations center features a fully integrated computerized dispatch and customer
service network. Customer service representatives solicit and accept freight,
quote freight rates and serve as the primary contact with customers. Dispatch
and customer service personnel work together to coordinate Puerto Rico and
non-Puerto Rico freight to achieve the most optimum load balance and minimize
empty miles within the Company's truckload operation.

At December 31, 2005, Trailer Bridge owned and operated two 736' triple-deck,
roll-on/roll-off (ro/ro) ocean-going barges and two 403' Triplestack Box
Carriers. Loading of the ro/ro barges is performed with small maneuverable yard
tractors operated by stevedores hired by an outside contractor. Each ro/ro
vessel is towed at approximately 9 knots by one 7,200 horsepower diesel-powered
tug. Each Triplestack Box Carrier is towed at approximately 9 knots by one 5,000
horsepower diesel-powered tug. The tugs are time-chartered and are manned by
employees of an unaffiliated tug owner. Compared to a self-propelled vessel, a
tug/barge unit has reduced Coast Guard manning requirements and higher fuel
efficiency compared to the steam turbine vessels operated by competitors. The
large number of U.S. tugs available for charter provides the Company with a
reliable source for towing services

MARKETING AND CUSTOMERS

Senior management leads the Company's sales and marketing function. Sales
professionals based in Jacksonville, San Juan and other key U.S. cities
aggressively market Trailer Bridge to shippers as a customer-oriented provider
of value-priced and dependable service. The Company targets major shippers with
high volume, repetitive shipments whose freight lends itself to integrated
trucking and marine service.

The Company believes that price is the primary determinant in the freight lanes
in which it serves. However, the Company also believes that it provides enhanced
service that results from its use of an intermodal model. The intermodal model
provides for moving products from one location to another by various means,
including but not limited to water, land and rail. This intermodal service frees
the customer from the operational complexities of coordinating the interface
between over-the-road, rail and marine service. This customer service philosophy
has generated increased demand from existing customers and has led to ongoing
relationships with customers such as Advance Auto Parts, DaimlerChrysler,
General Electric, General Motors, Georgia Pacific, Hewlett-Packard, Home Depot,
Honda, JC Penney, Kellogg's, Pep Boys, Procter & Gamble, Rooms To Go, SC
Johnson, Toys `R' Us, Walgreens and Whirlpool.

Because the Company has a diversified customer base, typical shipments to Puerto
Rico include furniture, consumer goods, raw materials for manufacturing,
electronics, new and used automobiles, and apparel, whereas, the typical
shipments from Puerto Rico normally include healthcare products,
pharmaceuticals, electronics, shoes and recyclables. Management intends to
continue the Company's efforts both to increase business with existing customers
and add new core relationships.

The Company maintains written contracts with the majority of its customers.
These contracts generally specify service standards and rates, eliminating the
need for negotiating the rate for individual shipments. A contract typically


                                     Page 4
<PAGE>

requires a minimum tender of cargo during a specified term in return for a set
rate during the period for the minimum tender.

The continental United States/Puerto Rico trade lane in which the Company
operates is imbalanced with approximately 80% of the freight moving southbound.
The Company's core business is southbound containers and trailers but it also
moves new automobiles, used automobiles, non-containerized, or freight not in
trailers ("NITs") and freight moving in shipper owned or leased equipment
("SOLs").

VESSELS

Ro/Ro Barges

At December 31, 2005, the Company owned and operated two 736' by 104'
triple-deck roll-on/roll-off barges. Each deck has ten lanes that are accessed
from the stern of the vessel via ramp structures in Jacksonville and San Juan
that have been built specifically for the Company. Eight lanes on each vessel
have been converted to carry new and used automobiles on car decks that allow up
to 11 cars to fit in the space previously used for one 53' unit. The trailers
are secured on the vessel by attachment to pullman stands that are engaged and
disengaged with specially configured yard tractors used to pull the trailers
into position on the vessel.

Triplestack Box Carriers

At December 31, 2005, the Company owned five Triplestack Box Carriers ("TBC")
that are single deck barges designed to carry 53' containers. Two TBCs are
currently operating in a liner trade between Jacksonville, Fl. and San Juan
Puerto Rico. These vessels utilize the same port facilities as the ro/ro barge
vessels in Jacksonville and San Juan. Wheeled vehicles, known as reach-stackers,
carry and load the containers onto the vessels. These highly maneuverable
vehicles are also used by railroads to load containers on rail cars for
intermodal transportation. The reach-stackers are significantly less expensive
than the cranes typically required for loading and unloading containers from the
holds of large cargo ships and instead directly access the deck of the vessel
via simple and movable linear planks.

As of December 31, 2005, three of the TBCs are not being used in regular service
but are available for short or long-term charter, or as a temporary replacement
vessel for each of the RO/RO vessels as they undergo regulatory periodic
drydocking. It is expected that a TBC will temporarily replace a RO/RO vessel
for a significant portion of the first and second quarters of 2006.

VESSELS OWNED BY THE COMPANY

   VESSEL NAME            TYPE          CAPACITY          SERVICE as of 12/31/05
   -----------            ----          --------          ----------------------

SAN JUAN JAX BRIDGE       Ro/Ro       405 53' units         Jax/San Juan
JAX SAN JUAN BRIDGE       Ro/Ro       405 53' units         Jax/San Juan
ATLANTA BRIDGE            TBC         281 53' units         Laid up
CHARLOTTE BRIDGE          TBC         281 53' units         Laid up
MEMPHIS BRIDGE            TBC         281 53' units         Jax/San Juan
CHICAGO BRIDGE            TBC         281 53' units         Laid up
BROOKLYN BRIDGE           TBC         281 53' units         Jax/San Juan


                                     Page 5
<PAGE>

RAMP STRUCTURES

The loading and unloading of the Company's two 736' by 104' triple-deck
roll-on/roll-off barges is accomplished through the use of ramp structures at
both locations. The Company owns a floating ramp structure in San Juan for the
two 736' by 104' triple-deck roll-on/roll- off barges. In Jacksonville, the
Company has the preferential right to use a land-base ramp structure built and
owned by the Jacksonville Port Authority.

REVENUE EQUIPMENT

At December 31, 2005, the Company had 72 line haul tractors and 5-day cabs. The
line haul power units are conventional tractors. The day cabs are used for local
delivery work in the Jacksonville area. The Company also operated 432 dry van
trailers, of which 417 measured 48' x 102" models and 15 of which were 53' x
102" models, as well as, 2,885 53' containers and 2,230 chassis.

At December 31, 2005, the Company owned 305 Vehicle Transport Module(R) or
VTM's(TM) ("VTM's") designed and built by the Company. These units are used to
transport automobiles and can hold up to three vehicles to provide an efficient
unit for loading and unloading. The Company holds three separate patents for the
VTMs. Two patents cover the VTM unit while the third patent covers the method of
loading and unloading vehicles into the VTM.

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

DRIVER RECRUITING AND RETENTION

The Company offers competitive compensation and full health care benefits
comparable to truckload operators. Management also promotes driver retention by
assigning drivers a tractor for the life of the unit. Drivers are assigned a
single dispatcher, regardless of geographic area, awarding supporting line-haul
operations positions, while providing more predictable home time for its
drivers. The Company driver turnover in 2005 was 17.4% compared to 21.9% in
2004.

FUEL AVAILABILITY AND COST

The Company actively manages its fuel costs by requiring drivers to fuel at
offsite fuel facilities where the Company has established a favorable pricing
arrangement. Whenever possible in route, drivers are required to fuel at these
truck stops and service centers with which the Company has established these
volume purchasing discounts. There was an exception to this policy after
hurricane Katrina. With fuel shortages at many truck stops the Company was
forced to expand our fuel network to allow its drivers to purchase fuel at
non-network facilities. The Company also offers fuel-conservation bonuses to our
drivers based on achieving miles per gallon goals.

Although the Company pays indirectly for the marine fuel used by the large tugs
it charters, tug crew personnel employed by the tug owner control the actual
fuel loading. The tug owner is responsible for providing the tug fuel, the cost
of which is rebilled and paid by the Company. The fuel is purchased and loaded
in each of the ports served by the Company, primarily Jacksonville, Florida, at
nearby fuel facilities during cargo loading operations.

Trailer Bridge does not engage in any fuel hedging activities.

In 2001 due to the increased cost of fuel, the Company instituted fuel
surcharges to its customers, pursuant to its tariff and these fuel surcharges
have remained in place throughout 2005. The fuel surcharges for domestic truck
movements are charged on a per mile basis and are stipulated in the Company's
tariff at predetermined levels based upon the price of fuel. During 2005 the
fuel surcharge for domestic truck movements was between $.13 per mile to $.33
per mile. This fuel surcharges on movements to and from Puerto Rico are assessed


                                     Page 6
<PAGE>

on a per move basis and have substantially helped to offset the increases in
fuel prices. The additional fuel surcharge is distinguished from freight
revenues and both are reported in the Company's operating revenues.

SAFETY AND INSURANCE

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

The Company bids annually for both marine and land insurance policies. Major
coverages include hull and protection indemnity, pollution, excess liability,
marine cargo, truckers' liability, workers' compensation and commercial
property.

TECHNOLOGY

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

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

During 2003, the Company implemented a web-based load tracking system, which
provides its customers with real time load information. This tracking system was
fully deployed during 2004. This system, along with the EDI, has allowed the
Company to better respond to customer demands. Since the deployment of this web
based tracking system, usage has increased as our customers have found these
systems to be useful for tracking their inventory and monitoring of their
current payables. These systems have also enabled Trailer Bridge to handle
increasing demand with greater efficiency, by knowing the exact location and
load of every operator as well as, open or excess capacity and identify the
Company's performing customers.

In January 2006, the Company upgraded its AS-400 to the new iSeries which will
allow for the integration of all servers under a common platform and further
enhance the security of all corporate data by combining all data stores into a
unified environment. This approach to data storage and retrieval into a SANS
(Secure Area Network Storage) environment tightens controls on access via better
management tools in the integrated environment. It also moves control of
traditionally vulnerable Microsoft operating software into the control of the
IBM OS/400 operating system, one of the most secure operating systems in the
industry today.

COMPETITION

The Company currently competes with three carriers for freight moving between
the U.S. and Puerto Rico where its southbound container volume market share,
excluding vehicles, during 2005 was approximately 13%. The current operators in


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<PAGE>

the Puerto Rico trade are Horizon Lines LLC, Crowley Liner Services, Trailer
Bridge and Sea Star Line. Based on available southbound industry data for 2005,
Horizon Lines LLC has approximately 35% of the market and operates five steam
turbine powered container vessels that carry mainly 40' containers. Crowley
Liner Services, a subsidiary of Crowley Maritime Corporation, has approximately
32% of the market and operates roll-on/roll-off barges in various services
between the U.S. and Puerto Rico. Sea Star Line, owned primarily by Saltchuk
Resources, Inc., parent of Totem Ocean Trailer Express, Inc. has approximately
20% of the market with two steam turbine powered combination RO/RO container
vessels. If vehicle cargos were included in the market share analysis, Trailer
Bridge, Crowley, and Sea Star market shares would be in excess of the preceding
figures.

Puerto Rico shippers select carriers based primarily upon price and to a lesser
extent, criteria such as frequency, transit time, consistency, billing accuracy
and claims experience. The Company faces vigorous price competition from
competitors in the Puerto Rico market, some of which are part of larger
transportation organizations with greater financial resources than the Company.

The trucking industry is highly competitive and fragmented with, no one carrier
or group of carriers dominating the market. The Company's non-Puerto Rico
domestic truckload operations, which are used primarily to balance its core
Puerto Rico service, compete with a number of trucking companies as well as
private truck fleets used by shippers to transport their own products. Truckload
carriers compete primarily on the basis of price. The Company's truck freight
service also competes to a limited extent with rail and rail-truck intermodal
service, but the Company attempts to limit this competition by seeking more time
and service-sensitive freight.

REGULATION

As a common and contract motor carrier, the Company is regulated by the Surface
Transportation Board (the successor federal agency to the Interstate Commerce
Commission) and various state agencies. The Company's drivers, including
owner-operators, also must comply with the safety and fitness regulations
promulgated by the Department of Transportation, including those relating to
drug testing and hours of service.

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

The Company's marine operations are conducted in the U.S. domestic trade. A set
of federal laws known as the Jones Act requires that only U.S. built, operated
and crewed vessels move freight between ports in the U.S., including the
noncontiguous areas of Puerto Rico, Alaska, Hawaii and Guam. These marine
operations are subject to regulation by various federal agencies, including the
Surface Transportation Board, the U.S. Maritime Administration and the U.S.
Coast Guard. These regulatory authorities have broad powers governing activities
such as operational safety, tariff filings of freight rates, certain mergers,
contraband, environmental contamination and financial reporting. Management
believes that its operations are in material compliance with current marine laws
and regulations, but there can be no assurance that current regulatory
requirements will not change. The Company has approved Facility Security Plans
in place for our waterfront facilities in compliance with Homeland Security and
the Maritime Transportations Security Act.


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<PAGE>

EMPLOYEES

At December 31, 2005, Trailer Bridge had 194 employees consisting of 68 truck
drivers and 126 executive and administrative personnel.

WEBSITE

The Company maintains a website at TrailerBridge.com. All Company filings can be
viewed on this website as soon as practicable after filing.

Item 1A. Risk Factors

Risks Relating to the Company's Business

The Company has a history of losses.

Due primarily to the overcapacity and intense competition in the Puerto Rico
lane during the late 1990's and early 2000's, the Company experienced
significant financial losses and associated negative cash-flow. As a result of
these financial losses, in December 2001 the Company discontinued its Northeast
service between Newark, New Jersey and San Juan, Puerto Rico, which had
commenced in 1998 and had incurred significant losses since that time. During
2003 and 2004, primarily as a result of the bankruptcy and liquidation of
Navieras, Inc. (NPR), the Puerto Rico lane stabilized and competition became
less intense. As a result, the Company increased utilization of its vessels
during 2003 and saw the severe rate compression that had occurred since 1998
begin to unwind in 2004. Despite this reduction in overcapacity and its
resulting improved financial condition, the Company cannot assure you that it
will continue to be profitable and continue to generate positive cash flow. For
example, the Company cannot assure you that a new marine freight carrier will
not commence operations in the Puerto Rico lane. Any increase in competition in
the Puerto Rico lane could result in reduced utilization of its vessels, lower
rates and reduced profitability and cash flow. Competition for the freight the
Company transports is based primarily on freight rates, and, to a lesser degree,
on service and efficiency. Most of its competitors have substantially greater
financial resources, operate more equipment, or carry a larger volume of freight
than the Company does.

The Company's operations are dependent on a limited fleet and special loading
structures.

The Company's current operations depend on four vessels and triple deck loading
ramps at its port facilities in Jacksonville, Florida and San Juan, Puerto Rico,
the loss of which could have a material adverse effect on us. The operation of
any marine vessel involves the risk of catastrophic events due to various perils
of sea. In addition, port facilities in Jacksonville and San Juan are vulnerable
to the risk of hurricanes. In the event of either a total loss of or major
damage to its vessels or ramps, the Company cannot assure you that the Company
could locate suitable replacements, or if available, that such replacements
could be obtained on suitable terms. The Company also could be adversely
affected if unexpected maintenance or repairs are required for either of the
custom configured ramp systems the Company uses. Although its vessels are
insured for loss, the Company does not maintain business interruption insurance.
Accordingly, the Company cannot assure you that the loss of, damage to or
significant required repair to any of its vessels or port facilities in the
future would not have a material adverse effect on its cash flow.

The Company currently relies on a single market, which makes us susceptible to
changes that could adversely affect its results.


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Most of its revenue is attributable to freight moving either to or from Puerto
Rico. Its reliance on the Puerto Rico market makes us susceptible to a downturn
in the local economy, local economic and competitive factors, changes in
government regulations and political changes that the Company cannot predict.

If the Company is unable to renew its existing port leases and stevedoring
services arrangement, its business may be interrupted and its financial
condition could be adversely affected.

The Company currently leases its port facility in Jacksonville, Florida and
operates its port facility in San Juan, Puerto Rico pursuant to a stevedoring
services arrangement. Its port lease in Jacksonville expires in 2013 and its
stevedoring arrangement in San Juan expires in November 2006. An extension is
currently being negotiated. Port facilities in San Juan are limited but are
regulated by the Federal Maritime Commission. The Company cannot assure you that
the Company will be able to renew these agreements when they expire. If the
Company is unable to renew these agreements, the Company would have to relocate
its operations, which could interrupt its business and require significant
capital expenditures because its current facilities are specially configured for
us.

Repeal or substantial amendment of the Jones Act could adversely affect its
business

The Jones Act provides that all vessels operating between ports in the United
States, including the noncontiguous areas of Puerto Rico, Alaska, Hawaii and
Guam, must be built, owned, operated and crewed substantially by U.S. citizens.
The Jones Act continues to be in effect and supported by the U.S. Congress and
the current administration. However, the Company can not assure you that the
Jones Act will not be repealed or amended in the future. If the Jones Act were
to be repealed or substantially amended and, as a consequence, competition were
to increase in the Puerto Rico market, its business and cash flow could be
adversely affected. In addition, its advantage as a U.S.-citizen operator of
Jones Act vessels could be somewhat eroded over time as there continue to be
periodic efforts and attempts by foreign interests to circumvent certain aspects
of the Jones Act.

A change in its tug charter hire arrangement could adversely affect its costs.

The Company currently charters its tugs under an arrangement with an affiliate
of one of its competitors. This arrangement extends through June 2006 with two
one-year options to extend at then current market prices. The Company cannot
assure you that this arrangement will continue in the future or that the Company
could find an alternate arrangement with comparable terms. While there are
alternate tug providers, tug charter on terms less beneficial to us than its
current arrangement could have a material adverse affect on its tug/barge system
operations and financial condition.


Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

OFFICE FACILITIES

Trailer Bridge is headquartered in Jacksonville, Florida, where it owns a 16,000
square foot office building adjacent to its truck operations center. This
facility allows 81 Jacksonville personnel to be centralized in one location. The
office building has also been designed so that additions can be constructed to
serve the Company's future needs. The truck operations center property consists
of 27.0 acres near Interstate 95, approximately 2 miles from the Company's
marine terminal on Blount Island. In addition to the office building, the


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property includes an 11,400 square foot tractor maintenance shop where
preventative maintenance and repair are performed, as well as, a trailer washing
facility, drivers' lounge and parking space for tractors and trailers.

The Company maintains small sales office facilities in Georgia, North Carolina,
Illinois, Ohio and New Jersey that are utilized by sales personnel. The Company
also rents a 2,600 square foot office in San Juan where 16 Puerto Rico
administrative and sales personnel are based and executive offices in New York.

PORT FACILITIES

The Company utilizes port facilities in Jacksonville and San Juan where its
vessels are loaded and freight is stored awaiting further movement by either
vessel or truck. Trailer Bridge's terminal in Jacksonville is located on Blount
Island and consists of a berthing area and approximately 25 acres leased from
the Jacksonville Port Authority. The lease, which expires in 2013, allows the
Company to use the berthing area on a preferential, although non-exclusive,
basis and the land area on an exclusive basis. Included in the lease is a $3.6
million triple deck loading ramp funded by the Jacksonville Port Authority that
the Company uses to load and unload its triple-deck roll-on/roll-off barges. The
Company pays the Jacksonville Port Authority a monthly rental payment plus a
wharfage payment based upon total cargo volume with a minimum guarantee of
approximately $1.7 million per year. The Company's marine terminal in San Juan
consists of two berthing areas and 39 acres that the Company utilizes on a
preferential basis under a stevedoring services agreement with the contractor
who provides cargo-handling services. This agreement calls for the Company to
make fixed payments as well as payments based upon total cargo volume and the
prevailing wharfage rates of the Puerto Rico Ports Authority. The Company is
currently renegotiating this agreement, which expires in November 2006. The
Company believes its present port facilities are sufficient for its current
operations. See - RAMP STRUCTURES in Item 1- Business.

The Company believes that all of its facilities and equipment are in good
condition, well maintained and able to support its current operations. For
additional information concerning the Company's properties, see the information
concerning its fleet of vessels and certain other properties as set forth in
"Item 1. Business."

A substantial portion of the Company's property and vessels are pledged as
collateral for the Company's long-term debt.

Item 3. Legal Proceedings

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

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's security holders during the
Fourth Quarter of 2005.


                                    Page 11
<PAGE>

                                     PART II

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock began trading on the NASDAQ National Market tier of
The NASDAQ Stock Market on July 29, 1997 under the symbol: TRBR. During 2003,
the Company's Common Stock was transferred to the NASDAQ Small Cap Market.

The following table represents the high and low bid quotations for the past two
years.



                    2005                       High               Low
                    ----                       ----               ---

           First Quarter                    $   9.80          $   7.00
           Second Quarter                       9.60              7.00
           Third Quarter                        9.94              6.96
           Fourth Quarter                       9.25              8.41


                    2004                       High               Low
                    ----                       ----               ---

           First Quarter                    $   7.99          $   5.25
           Second Quarter                       6.50              3.56
           Third Quarter                        6.13              3.92
           Fourth Quarter                       9.52              4.50




The Company has never paid cash dividends on its Common Stock and does not
anticipate doing so in the foreseeable future. Certain of the Company's loan
documents prevent the payment of cash dividends under certain circumstances.

As of March 15, 2006 there were 50 stockholders of record in addition to
approximately 850 stockholders whose shares were held in nominee name.


                                    Page 12
<PAGE>

Item 6.   Selected Financial Data

The selected financial data set forth below has been derived from the financial
statements of the Company. The selected financial information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Financial Statements and
notes thereto appearing elsewhere in this report.

<TABLE>
<CAPTION>
                                                              2005           2004            2003          2002         2001
                                                              ----           ----            ----          ----         ----
                                                                            (In thousands, except per share amounts)
STATEMENT OF OPERATIONS DATA:
<S>                                                        <C>          <C>             <C>            <C>          <C>
   Operating revenues                                      $ 105,859    $  98,775       $   86,434     $  75,954    $  82,134 (1)
   Operating income (loss)                                    18,250        8,597           (2,595)       (4,036)     (26,242)(2)(3)

Net income (loss)                                              7,834        4,430           (5,455)       (7,103)     (29,420)(2)(3)

Net income (loss) attributable to common shareholders          7,834        2,353           (7,282)       (7,747)     (29,420)

Basic, net income (loss) per common share                       0.67         0.20            (0.74)        (0.79)       (3.01)
Diluted, net income (loss) per common share                     0.64         0.19            (0.74)        (0.79)       (3.01)
BALANCE SHEET DATA:
   Working capital (deficit)                                  15,427       10,423           (2,041)       (6,452)     (21,373)
   Total assets                                              119,230      114,226 (4)       61,262        65,406       67,724
   Long-term debt, capitalized
     leases and due to affiliate                             107,631      109,595 (4)       43,340        44,959       61,153
 Stockholders' equity (Capital deficit)                    $     782    $  (7,090)(4)   $    4,634     $   9,000    $  (8,745)
</TABLE>

  ---------------------------------------------------------

(1) During 2001, the Company provided weekly service between Newark, New Jersey
    and San Juan, Puerto Rico. The service was discontinued in December 2001.

(2) Includes $1,054,410 of restructing expenses relating to the wind down of its
    Newark operations

(3) Includes $3,820,421 charge for impairment of assets

(4) During the fourth quarter of 2004 the Company aquired all the assets and
    certain debt of an affiliate, resulting in the retirement of the Company's
    Class B Preferred Stock.


                                    Page 13
<PAGE>

Item 7.  Management's Discussion And Analysis Of Financial Condition And Results
         Of Operations

EXECUTIVE SUMMARY

The Company earns revenue by the movement of freight by water to and from Puerto
Rico from the continental United States through its terminal facility in
Jacksonville, Florida. The Company also earns revenue from the movement of
freight within the continental United States by truck when such movement
complements its core business of moving freight to and from Puerto Rico. The
Company's operating expenses consist of the cost of the equipment, labor,
facilities, fuel and administrative support necessary to move freight to and
from Puerto Rico and within the continental United States. The Company's
improvement in operating income and the resulting operating ratio during 2005
are primarily due to significant reductions in rent expense on vessels and
equipment, partially offset by the related increase in depreciation expense and
interest expense, which result from the assets purchased in the transaction
completed in December 2004, in addition to an increase in revenue primarily
resulting from increased rates in the Puerto Rico trade lane in which the
Company operates.

RESULTS OF OPERATIONS

The following table sets forth the indicated items as a percentage of net
revenues for the years ended December 31, 2005, 2004 and 2003.

<TABLE>
                                    Operating Statement - Margin Analysis
                                          (% of Operating Revenues)

<CAPTION>
                                                    2005                2004              2003
                                              -----------------   -----------------   --------------

<S>                                                    <C>              <C>                 <C>
Operating Revenues                                     100%             100%                100%
Salaries, wages, and benefits                            15               15                  18
Rent and purchased transportation:
      Related Party                                       -                7                   8
      Other                                              21               24                  28
Fuel                                                     13               10                  10
Operating and maintenance (exclusive of
   depreciation shown separately below)                  22               24                  25
Taxes and licenses                                        0                0                   1
Insurance and claims                                      3                3                   3
Communications and utilities                              1                1                   1
Depreciation and amortization                             4                3                   4
(Gain) Loss on sale of assets                             1               (0)                 (0)
Other operating expenses                                  3                4                   4
                                              --------------   --------------      --------------
Total Operating Expenses                                 83               91                 103
                                              --------------   --------------      --------------
Operating income (loss)                                  17                9                  (3)
Net interest expense                                    (10)              (5)                 (3)
Provision for Income taxes                               (0)               -                   -
                                              --------------   --------------      --------------
Net income (loss)                                        7%               4%                (6)%
                                              ==============   ==============      ==============
</TABLE>

 Year ended December 31, 2005 Compared to Year ended December 31, 2004

The Company's operating ratio (operating expense stated as a percentage of
operating revenues) improved from 91% in 2004 to 83% in 2005. This improvement
is more fully explained under operating expense caption set forth below.


                                    Page 14
<PAGE>

Revenues

The following table sets forth by percentage and dollar, the changes in the
Company's revenue and volume by sailing route and freight carried:

<TABLE>
                       Volume & Revenue Changes 2005 compared to 2004

<CAPTION>
                                                Overall            Southbound         Northbound
                                            ----------------   ----------------   -----------------
<S>                                         <C>                   <C>                 <C>
Volume Percent Change:
Core container & trailer                              -3.4%              -0.4%              -12.2%
Auto and other cargos                                -22.9%             -17.1%              -67.3%
SOLs (Shipper owned equipment loads)                 -25.7%             -27.8%               -1.1%
Domestic linehaul                                    -66.5%

Revenue Change ($millions):
Core container & trailer                    $           3.3       $        3.7        $       (0.4)
Auto and other cargos                                  (2.8)              (2.1)               (0.7)
SOLs                                                   (0.3)              (0.3)               (0.0)
Domestic linehaul                                      (0.5)
Other Revenues                                          7.4
                                            ----------------
Total Revenue Change                        $           7.1
                                            ----------------
</TABLE>

The increase in core container and trailer revenue, and other revenue is
primarily due to increases in accessorial charges and freight rates, offset by
volume decreases.

Vessel capacity utilization on the core continental U.S. to Puerto Rico traffic
lane was 88.9% during 2005, compared to 96.5% during 2004. Southbound trailer
and container volume remained relatively stable but vessel capacity utilization
decreased due to a decrease in the auto and other cargo volume southbound. The
Company will monitor the auto and other cargo market and make adjustments as
necessary to best utilize its vessel capacity.

Domestic line haul revenue is generated for moves that originate and terminate
within the continental United States. The decrease in domestic line haul revenue
was primarily the result of less domestic linehaul within the continental United
States, as our land based revenue equipment was reallocated to service the
primary continental United States to Puerto Rico lane.

The increase in other revenues is primarily attributable to an increase in fuel
surcharges, demurrage, security charges and charterhire. The Company's fuel
surcharge is included in the Company's revenues and amounted to $11.9 million in
2005 and $7.0 million in 2004. Demurrage, a charge assessed for failure to
return empty freight equipment on time, is also included in the Company's
revenues and amounted to $3.1 million in 2005 in comparison to $2.9 million in
2004. During 2005 total charterhire revenue amounted to $1.0 million in 2005 and
$0.7 million in 2004. Charterhire is rental revenue for vessels not in use in a
liner service. Security Charges are charges to cover the Company's expenses
beyond the normal security required to ensure the safety of the Shipper's cargo.
These charges amounted to $1.8 million in 2005 in comparison to $1.3 million in
2004.

Operating expenses

Operating expenses decreased by $2.6 million, or 2.8% from $90.2 million in 2004
to $87.6 million for 2005. This decrease was due primarily to the purchase of
primarily leased fixed assets in late 2004 resulting in a lower rent and
purchased transportation expense and offset partially by higher depreciation
expense. This change was also offset by higher fuel expenses. Salaries and
benefits increased by $.8 million or 5.3 % primarily due to increases in salary
and incentive based compensation as a result of operating performance combined
with increased health care benefits cost, partially offset by lower workers
compensation expenses. The Related party purchased transportation decrease of
$6.7 million was the result of the purchase of the Ro/Ro Barges in December of


                                    Page 15
<PAGE>

2004. Rent and purchased transportation decreased by $1.4 million or 5.8% due
to the Company purchasing equipment in December 2004 that was previously leased
and the increased usage of rail transportation instead of truck transportation.
Fuel expense increased $3.6 million or 35.6% as a result of a $3.0 million
increase in tug fuel and a $.6 million increase in truck fuel expense due to
market price increases. Operating and maintenance expense decreased $.5 million
or 2.3% primarily due a $.6 million decrease in tire expenses in 2005 due to
2004 Tire Replacement Program. Depreciation and amortization expense increased
by $1.3 million or 43.4% due to the Company's purchase of property, plant and
equipment, including the RO/RO barges and revenue equipment purchased with the
proceeds of the senior secured notes issued December 2004. Loss on sale of
assets increased by $.5 million primarily due to the sale of a portion of the
Company's over the road equipment. Other operating expenses decreased $0.2
million due to lower professional fees in 2005. As a result, the Company's
operating ratio improved to 83% during 2005 from 91% during 2004.

During 2004, the Company had an appraisal performed on its vessels, containers
and chassis, which included a review of the useful lives. The results of this
appraisal indicated an increase in the useful life of these assets, from the
lives originally estimated by the Company. As such, management revised its
estimate of the remaining useful lives of chassis, VTMs (Specialized containers
for carrying vehicles), vessels and containers to extend the useful live by
approximately 6 to 10 years. During 2004, a change in accounting estimate was
recognized to reflect this decision, resulting in a decrease of depreciation
expense for 2004 by approximately $409,000 and as an increase in net income of
approximately $409,000 or $.03 per basic and diluted share.


Interest Expense

Interest expense increased to $10.5 million in 2005 from $4.2 million in 2004
primarily due to the senior secured debt, which was only outstanding for a
portion of the Fourth Quarter of 2004 compared with the entire year in 2005

Income taxes

Income taxes are calculated using the liability method specified by SFAS No. 109
"Accounting for Income Taxes". Valuation allowances are provided against
deferred tax assets if it is considered "more likely than not" that some portion
or the entire deferred tax asset will not be realized.

During 2005, the Company realized a reversal of approximately $10.9 million of
its' deferred tax asset valuation allowance.  As of December 31, 2005,
management has recorded approximately $10.0 million as a valuation allowance on
its deferred tax asset. Management is continuously evaluating the deferred tax
valuation allowance, to determine what portion of the deferred tax asset, if
any, may be realized in the future.  Management's evaluation includes, among
other things, such factors as a history of profitability, a substantial history
of operations upon which to base a forecast and a history of accurately
forecasting future results of operations.

For the year ended December 2005, while the Company had sufficient Net Operating
Loss carryforwards to offset its taxable income, for Alternative Minimum Tax
purposes, a corporation is only allowed to reduce (through available NOLs) its
AMTI (alternative minimum taxable income) by 90%. The remaining 10% is taxed at
a 20% AMT rate. The majority of the current tax expense is related to AMT Tax
Due for 2005 and 2004.  See Note 9 to the financial statements.

As a result of the factors described above the Company reported net income of
$7.8 million for 2005 compared to net income of $4.4 million in 2004.


                                    Page 16
<PAGE>

Preferred Stock Series "B"

Undeclared Cumulative Dividends - In 2004, the Company recorded undeclared
dividends on preferred stock series "B" of $1,115,796. These dividends were
recorded because they were contractual obligations, the obligation to pay the
dividend was waived in 2004.

Preferred Stock Accretion -. In 2004, the Company recorded Preferred Stock
Series "B" accretion of $515,845.

Excess Consideration Transferred to the Holders of the Preferred Stock Over the
Carrying Amount - In connection with the acquisition of K-Corp on December 1,
2004, the Company redeemed the Series "B" Preferred Stock for $24 million. In
connection with the redemption, the Company recorded the excess of the
consideration transferred ($24 million) to the holders of the preferred stock
over the carrying amount of the preferred stock, ($23.5 million), and reflected
as a subtraction of $0.5 million from net earnings available to common
shareholders. This transaction was recorded in accordance with Emerging Issues
Task Force D-42 "The Effect on the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock"

As a result of the acquisition of K-Corp and the redemption of the Series "B'
Preferred Stock, the Company did not have these transactions in 2005 and will
not in subsequent years.


Vessels

The Company owns five TBCs and two ROROs. The Company's regular liner service
between San Juan, Puerto Rico and Jacksonville, Florida includes two of the TBCs
and the ROROs.

Management continues to evaluate the use of the three vessels not currently used
in the liner service and no determination has been made as to their final use.
As an alternative to their current use management has used one vessel as a ready
spare, relieving the other vessels in the fleet during periods dry-docking in
order to protect market share and keep established shipping routes open, and has
chartered the other vessels on a short term basis to third parties. Ultimately
management intends to use all of these vessels in its current liner service or
on expanded trade routes.

It is the management's belief that based on the current cash flows derived from
the TBC vessels and their current market value as determined by an independent
appraiser, that the current excess capacity of the two vessels, available for
charter, does not indicate an impairment. In the first half of 2006, a TBC
vessel is replacing a RORO vessel in the Jacksonville to San Juan trade lane
while the RORO vessels complete their Dry-Docking / Recertification process.


Year ended December 31, 2004 Compared to Year ended December 31, 2003

Revenues

The following table sets forth by percentage and dollar, the changes in the
Company's revenue and volume by sailing route and freight carried:


                                    Page 17
<PAGE>

<TABLE>
                             Volume & Revenue Changes 2004 compared to 2003

<CAPTION>
                                            Overall           Southbound         Northbound
                                        ----------------   -----------------   ----------------
<S>                                     <C>                   <C>               <C>
Volume Percent Change:
Core container & trailer                           4.1%            0.2%              17.5%
Auto and other cargos                             15.4%           16.0%              11.5%
SOLs                                              16.0%           19.2%            (11.7)%
Domestic linehaul                               (54.3)%

Revenue Change ($millions):
Core container & trailer                $           4.2       $     3.4         $      0.8
Auto and other cargos                               3.3             3.1                0.2
SOLs                                                0.4             0.4               (0.0)
Domestic linehaul                                  (1.2)
Other Revenues                                      5.6
                                        ----------------
Total Revenue Change                   $           12.3
                                        ----------------
</TABLE>

The increase in core container and trailer revenue, auto and other revenue is
due to increased vessel capacity utilization and increased rates per equivalent
units.

Vessel capacity utilization on the core continental U.S. to Puerto Rico traffic
lane was 96.5% during 2004, compared to 93.3% during 2003.

Domestic line haul revenue is for moves that originate and terminate within the
continental United States. The decrease in domestic line haul revenue was
primarily the result of less domestic linehaul within the continental United
States, because of increased demand in the Puerto Rico shipping lane. This
change in demand resulted in less equipment available for Domestic linehaul.

The increase in other revenues is primarily attributable to an increase in fuel
surcharges, demurrage, security charges and charterhire. The Company's fuel
surcharge is included in the Company's revenues and amounted to $7.0 million in
2004 and $4.0 million in 2003. Demurrage, a charge assessed for failure to
return empty freight equipment on time, is also included in the Company's
revenues and amounted to $2.9 million in 2004 in comparison to $2.2 million in
2003. During 2004 total charterhire revenue amounted to $0.7 million in 2004 and
$0.4 million in 2003. Charterhire is rental revenue for vessels not in use in a
liner service. Security Charges are charges to cover the Company's expenses
beyond the normal security required to ensure the safety of the Shipper's cargo.
These charges amounted to $1.3 million in 2004 in comparison to $.3 million in
2003.

Operating expenses

Operating expenses increased by $1.2 million, or 2.1% from $89.0 million in 2003
to $90.2 million for 2004. This increase was due to volume-related increases in
substantially all areas other than salaries and benefits, related party purchase
transportation, other purchase transportation and taxes and licenses which
decreased 3.5%, 8.5%, 4.5% and 60.0%, respectively. The decrease in salaries and
benefits was due to lower driver payroll due to fewer miles driven by Company
drivers. The decrease in related party purchase transportation was the result of
the purchase of the Ro/Ro Barges in December. The decrease in rent of other
purchase transportation was the result of the Company purchasing equipment that
was previously leased and the increased usage of rail transportation instead of
truck transportation. The decrease in taxes and license is associated with a
favorable legal determination in Puerto Rico, which resulted in the reversal of
a $.3 million accrual recorded in 2001. Fuel expense increased $1.2 million or
13.8% primarily as a result of a $1.4 million increase in tug fuel from
increased fuel prices partially offset by a decrease of $0.2 million in truck


                                    Page 18
<PAGE>

fuel expense resulting from increased use of rail transportation. Operating and
maintenance expense increased $1.8 million or 8.3% due to $1.2 million in higher
cargo handling costs related to increased volume; $0.3 million increase in
repairs and maintenance due to a detailed survey of revenue equipment and
increased dry docking and vessel maintenance expense and marine terminal
expenses. Other operating expenses increased $0.8 million due to professional
fees during 2004; an increase in the provision for doubtful accounts is
primarily due to the increase in revenues during 2004. Depreciation expense
declined $0.3 million or 10% to $3.1 million in 2004 from $3.4 million in 2003,
primarily due to a change in estimated lives of depreciable property as further
discussed below, partially off-set by an increase in depreciable assets. And as
a result, the Company's operating ratio improved to 92% during 2004 from 103%
during 2003.

In August 2004, the Company extended the estimated remaining life for its TBC
barges by twelve years and its containers, VTMs and chassis by seven and nine
years respectively, to more accurately reflect the remaining useful life of its
equipment. This change in estimate was recorded prospectively and resulted in
reduction in depreciation expense of approximately $409,000 or $0.03 per common
share for 2004.

Interest Expense

Interest expense increased to $4.2 million in 2004 from $2.9 million in 2003
primarily due to higher interest rates on the Company's floating rate
indebtedness and the write-off of approximately $0.5 million in deferred loan
costs associated with the Company's prior term loan with a variable interest
rate. In December of 2004, the term loan indebtedness was satisfied with the
proceeds of the $85 million in senior secured debt.

Income taxes

Income taxes are calculated using the liability method specified by SFAS No. 109
"Accounting for Income Taxes". Valuation allowances are provided against
deferred tax assets if it is considered "more likely than not" that some portion
or the entire deferred tax asset will not be realized.

During 2004 the Company realized a reversal of approximately $1.7 million of its
deferred tax asset, from which the management has recorded approximately $21.0
million as a valuation allowance for the current year. Management is
continuously evaluating the deferred tax valuation allowance, to determine what
portion of the deferred tax asset, if any, may be realized in the future.
Management's evaluation includes, among other things, such factors as a history
of profitability, a substantial history of operations upon which to base a
forecast and a history of accurately forecasting future results of operations.

As a result of the factors described above the Company reported net income of
$4.4 million for 2004 compared to net loss of $5.5 million in 2003.

Preferred Stock Series "B"

Undeclared Dividends - The undeclared dividends on the preferred stock series
"B" increased to $1,115,796 in 2004 from $846,385 in 2003, primarily due to
increases in the contractual dividend rate from 2003. These dividends will never
be paid and are recorded because they were contractual obligations.

Preferred Stock Accretion - The Preferred Stock Series "B" accretion decreased
to $515,845 in 2004 from $980,745 in 2003, due to the recognition of the implied
discount rate, which was applicable to the Series "B" Preferred Stock in
accordance with the Staff Accounting Bulletin No. 68 "Increasing Rate Preferred
Stock", through December 1, 2004.


                                    Page 19
<PAGE>

Excess Consideration Transferred to the Holders of the Preferred Stock Over the
Carrying Amount - In connection with the acquisition of K-Corp on December 1,
2004, the Company redeemed the Series "B" Preferred Stock for $24 million. In
connection with the redemption, the Company recorded the excess of the
consideration transferred ($24 million) to the holders of the preferred stock
over the carrying amount of the preferred stock, ($23.5 million), and reflected
as a subtraction of $0.5 million from net earnings available to common
shareholders. This transaction was recorded in accordance with Emerging Issues
Task Force D-42 "The Effect on the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock"

As a result of the acquisition of K-Corp and the redemption of the Series "B'
Preferred Stock, the Company will not have these transactions in 2005 and
subsequent years.

DIVIDENDS

The Company has not declared or paid dividends on its common stock during the
past five years.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operations was $13.6 million in 2005 compared to net cash
provided by operations of $3.1 million in 2004. This represented an increase of
$10.5 million from 2004. $9.2 million of the improvement was attributable to
increased net income, an improvement in collection activity and timing of
payments related to accounts payable. The decrease in accounts payable was
facilitated by the Company's improved profitability. Net cash used in investing
activities was $6.1 million in 2005 compared to net cash used in investing
activity in 2004 of $23.6 million in 2004. This represented a change of $17.4
million from 2004.  $19.8 million of the decrease is directly related to the
purchase of equipment primarily the Ro/Ro vessels and revenue equipment from the
proceeds of the senior secured notes in December 2004 which was offset by the
$6.3 million of additions added in 2005. Net cash used in financing activities
was $2.3 million in 2005 compared to net cash provided by financing activities
of $26.2 million in 2004 representing a change of $28.5 million. In December
2004, the Company issued $85 million of Senior Secured notes, using $24 million
to redeem the outstanding preferred shares and $14.3 million to pay down the
line of credit.  At December 31, 2005, cash amounted to $11.4 million, working
capital was a $15.4 million, and stockholders' equity was a $.8 million.

The Company anticipates capital expenditures of approximately $3.1 million
during 2006, primarily consisting of $1.7 million for container betterments and
$1.4 million to replace two container handling vehicles. The Company will also
complete the regulatory dry docking for both of the RORO barges, which began in
January and is estimated to be completed by the end of the second quarter. The
dry docking cost is estimated to range between $6.0 and $7.0 million. Upon
completion, both RORO barges will be certified for a period of five years.

The Company has issued two series of Ship Financing Bonds designated as its
7.07% Sinking Fund Bonds Due September 30, 2022 and 6.52% Sinking Fund Bonds Due
March 30, 2023. These bonds are guaranteed by the U.S. government under Title XI
of the Merchant Marine Act of 1936, as amended. The aggregate principal amount
of the Title XI Bonds outstanding at December 31, 2005 was $20.9 million. In
addition, in connection with obtaining the consent of the Secretary of
Transportation of the United States of America to offer and sell the notes, in
December 2004 the Company deposited approximately $2.0 million into a reserve
fund that secures the Title XI Bonds. In 2005 the Company placed an additional
$.7 million in this reserve fund.

As of December 31, 2005, the Company was restricted from performing certain
financial activities due to it not being in compliance with Title XI debt
covenants relating to certain leverage ratios. The provisions of the Title XI


                                    Page 20
<PAGE>

covenants provide that, in the event of noncompliance with the covenants, the
Company is restricted from conducting certain financial activities without
obtaining the written permission of the Secretary of Transportation of the
United States (the "Secretary "). If such permission is not obtained and the
Company enters into any of the following actions it will be considered to be in
default of the Title XI covenants and the lender will have the right to call the
debt. These actions are as follows: (1) acquire any fixed assets other than
those required for the normal maintenance of its existing assets; (2) enter into
or become liable under certain charters and leases (having a term of six months
or more); (3) pay any debt subordinated to the Title XI Bonds; (4) incur any
debt, except current liabilities or short term loans incurred in the ordinary
course of business; (5) make investments in any person, other than obligations
of U.S. government, bank deposits or investments in securities of the character
permitted for money in the reserve fund; or (6) create any lien on any of its
assets, other than pursuant to loans guaranteed by the Secretary of
Transportation of the United States under Title XI and liens incurred in
ordinary course of business. However, none of the foregoing covenants will apply
at any time if the Company meets certain financial tests provided for in the
agreement and the Company has satisfied its obligation to make deposits into the
reserve fund. As of December 31, 2005, the Company was in compliance with such
restrictions. The debt was not in default, and the lender did not have the right
to call the debt.

According to the Title XI debt agreement, the Company is required to deposit a
portion of net income into a reserve fund that secures the Title XI Bonds. As of
December 31, 2005, the total amount held in deposit is $2.7 million and its
current deposit requirement based on earnings through December 2005 is
approximately $1.6 million, such amount will be paid in 2006. The Title XI debt
agreement requires an annual deposit until an amount equal to fifty percent of
the outstanding balance is reached which is approximately $10.5 million as of
December 31, 2005.

On December 1, 2004 the Company amended its existing revolving credit facility
with Congress Financial Corporation to reduce the maximum availability from $20
million to $10 million. The agreement provides for interest equal to the prime
rate plus 1.5%. The revolving line of credit is subject to a borrowing base
formula based on a percentage of eligible accounts receivable and expires in
April 2007. The revolving credit facility is secured by our accounts receivable.
At December 31, 2005, the Company had approximately $8.6 million available for
future advances under this credit line.  At December 31, 2005, there were no
advances drawn on this credit facility.

The $85 million in 9-1/4 % Senior Secured Notes mature on November 15, 2011.
Interest on the notes is payable semi-annually on each May 15 and November 15,
beginning on May 15, 2005. The notes accrue interest at 9-1/4 % per year on the
principal amount. The notes will mature on November 15, 2011. After November 15,
2008, the Company may redeem the notes, in whole or in part, at its option at
any time or from time to time at the redemption prices specified in the
indenture governing the notes, plus accrued and unpaid interest thereon, if any,
to the redemption date. In addition, prior to November 15, 2007, the Company may
redeem up to 35% of aggregate principal amount of the notes with the net
proceeds of certain equity offerings at a redemption price of 109 1/4 % of the
principal amount of the notes, plus accrued and unpaid interest to the date of
redemption. Upon the occurrence of certain changes in control specified in the
indenture governing the notes, the holders of the notes will have the right,
subject to certain conditions, to require the Company to repurchase all or any
part of their notes at a repurchase price equal to 101% of the principal amount
of the notes, plus accrued and unpaid interest thereon, if any, to the
redemption date. The agreement among other things, restricts (as defined) the
Company to (a) incur or guarantee additional debt (b) to pay dividends,
repurchase common stock or subordinate debt (c) create liens (d) transact with
affiliates and (e) transfer or sell assets.


                                    Page 21
<PAGE>

INFLATION

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

SEASONALITY

The Company's marine operations are subject to the seasonality of the Puerto
Rico freight market where shipments are generally reduced during the first
calendar quarter and increased during the third and fourth calendar quarter of
each year. This seasonality is not as pronounced in recent years.

The Hurricane Season of 2005 did not materially affect the Company's operations.

CONTRACTUAL OBLIGATIONS

The following table summarizes the Company's contractual obligations and
commitments. See Notes 5, 6 and 7 of the Notes to Financial Statements for
additional information regarding transactions with related parties, long-term
debt and operating leases.

<TABLE>
<CAPTION>
                                   Payments due by period
----------------------------------------------------------------------------------------------------------
Contractual obligations                         Less than                                    More than
                                   Total          1 year       1-3 years      3-5 years       5 years
                              ----------------------------------------------------------------------------
<S>                             <C>             <C>            <C>             <C>          <C>
Long-term Debt Obligations      $ 105,923,745   $  1,208,902   $ 2,417,804     $ 2,417,804  $  99,879,235
Due to affiliates                   1,707,046        813,289       893,757               -              -
Title XI Deposit                    1,578,865      1,578,865             -               -              -
Operating Lease Obligations        22,787,271      9,582,712     4,016,994       3,445,696      5,741,869
                                  -----------     ----------    ----------      ----------     ----------
Total                           $ 131,996,927   $ 13,183,768   $ 7,328,555     $ 5,863,500  $ 105,621,104
</TABLE>

Purchase obligations are reflected in accounts payable and accrued liabilities
on the balance sheet and are not reflected in the above table. In addition, the
table above does not include contractual interest obligations on the Company's
debt and other purchase obligations that are not material.

TRANSACTIONS WITH AFFILIATES

The Company leased two roll-on/roll-off barge vessels and the use of a ramp
system in San Juan, Puerto Rico from an affiliate, Kadampanattu Corp. (K-Corp),
under operating lease agreements until December 2004. Certain stockholders of
the affiliate were controlling stockholders of the Company through August 16,
2004. The lease payments were $10,050 per day for each vessel. The vessels were
purchased with proceeds from the Senior Secured notes. Total lease expense under
these leases from affiliate totaled $6,714,863 and $7,336,500 in 2004 and 2003,
respectively. During 2004, the affiliate agreed to defer $1.5 million of charter
hire to be paid by the Company.


In April 2004, the $1.5 million deferred charter hire obligation was combined
with the $989,436 of advances into a $2.5 million obligation payable over 36
months with interest at 8.03% a year. In connection with the K-Corp acquisition,
this debt was transferred to another affiliate and remained an obligation of the
Company as of December 31, 2005. At December 31, 2005, the note has an
outstanding balance of $1.7 million.


                                    Page 22
<PAGE>

On August 16, 2004, the Estate of M.P. McLean distributed 1,641,732 shares of
common stock to its beneficiaries. This distribution resulted in a decrease of
the Estates' ownership in the Company to approximately 44.7%. On December 1,
2004, the Company purchased 100% of the stock of K Corp. for $32.0 million and
the assumption of $9.1 million worth of debt, which was paid off on December 1,
2004 from a portion of the proceeds obtained with the senior secured notes.
Previously K-Corp leased to the Company two roll-on / roll-off barge vessels and
the use of a ramp system in San Juan, Puerto Rico.

On December 1, 2004, the Company acquired 100% of the outstanding stock of K
Corp. with a portion of the proceeds obtained from the senior secured notes. As
a result of the purchase, the Company has been able to improve its operations by
eliminating the lease payments and replacing them with interest expense
resulting from the notes on the senior secured debt and depreciation expense of
the acquired RO/RO vessels. The Company paid $32.0 million and assumed debt of
$9.1 million, which was paid off on December 1, 2004.

As noted above, the Company purchased the stock of K-Corp for $41.1 million,
thereby acquiring K-Corp's assets, which had a historical carrying value of
$48.9 million. Since the Company and K-Corp had similar controlling
shareholders, the Company, recorded K-Corp's assets at the historical carrying
value of $24.9 million and estimated the value of the Company's redeemed
preferred stock to approximate its liquidation value. The excess of the
historical carrying value over the amount paid is recorded as a $7.8 million
capital contribution on the Statement of Changes in (Capital Deficit)
Stockholders Equity.

<TABLE>
<CAPTION>
        The assets acquired are as follows:

                                                                                           2004
                                                                                   ----------------------

        <S>                                                                           <C>
        Vessels                                                                       $    24,150,632
        Land                                                                                  750,000
        Investment in Company Preferred Stock Series B                                     24,000,000
                                                                                   ----------------------

        Total assets acquired                                                         $    48,900,632
                                                                                   ======================


        The purchase price is as follows:
                                                                                           2004
                                                                                   ----------------------

        Cash paid by Company                                                          $    32,000,000

        Long term debt acquired in connection with the K-Corp Acquisition                   9,132,306
                                                                                   ----------------------

        Purchase price of assets acquired                                             $    41,132,306
                                                                                   ======================

        Capital Contribution received as a result of acquisition of an affiliate      $     7,768,326
                                                                                   ======================
</TABLE>

On December 1, 2004, in connection with the acquisition of K-Corp the Company
redeemed the preferred stock Series B for $24 million. In connection with this
redemption the Company recorded the excess of the consideration transferred to
the holders of the preferred stock over the carrying amount of the preferred
stock on the Company's balance sheet as a subtraction from net earnings to
arrive at net earnings available to common shareholders.



                                    Page 23
<PAGE>

The redemption of the preferred stock is as follows:

<TABLE>
<CAPTION>
                                                                                2004
                                                                       -----------------------
<S>                                                                         <C>
Purchase price paid to K-Corp                                               $      24,000,000

Accreted carrying amount of the Company                                            23,543,702
                                                                       -----------------------

Excess consideration given to the shareholders over the
  carrying value of the Preferred Class B securities                        $        (456,298)
                                                                       =======================
</TABLE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the application of
certain accounting policies, many of which requires the Company to make
estimates and assumptions about future events and their impact on amounts
reported in these financial statements and related notes. Since future events
and their impact cannot be determined with certainty, the actual results will
inevitably differ from our estimates. Such differences could be material to the
financial statements.

Management believes the application of accounting policies, and the estimates
inherently required therein, are reasonable. These accounting policies and
estimates are constantly reevaluated, and adjustments are made when facts and
circumstances dictate a change. Historically, management has found the
application of accounting policies to be appropriate, and actual results have
not differed materially from those determined using necessary estimates.

The Company's accounting policies are more fully described in Note 1 to the
financial statements. Certain critical accounting policies are described below.

Revenue Recognition. Voyage revenue is recognized ratably over the duration of a
voyage based on the relative transit time in each reporting period; commonly
referred to as the "percentage of completion" method. Voyage expenses are
recognized as incurred. Demurrage and charterhire revenue are included in our
revenues. Demurrage is a charge assessed for failure to return empty freight
equipment on time. Charter hire is rental revenue for vessels not in use in a
liner service. The Company recognizes demurrage and charterhire revenue based on
negotiated fees included in the contracts of our customers. These amounts are
computed daily and included in "Operating Revenue."

Useful Life and Salvage Values. The Company reviews the selections of estimated
useful lives and salvage values for purposes of depreciating our property and
equipment. Depreciable lives of property and equipment range from 2 to 40 years.
Estimates of salvage value at the expected date of trade-in or sales are based
on the expected values of equipment at the time of disposal. The accuracy of
these estimates affects the amount of depreciation expense recognized in a
period and ultimately, the gain or losses on the disposal of the asset. For
instance, the Company recognized a loss of $508,624 in 2005 and a gain of
$25,482 in 2004 on the disposal of assets.

Impairment Of Long-Lived Assets. The Company evaluates the carrying amounts and
periods over which long-lived assets are depreciated to determine if events have
occurred which would require modification to our carrying values or useful
lives. In evaluating useful lives and carrying values of long-lived assets, the
Company reviews certain indicators of potential impairment, such as undiscounted
projected operating cash flows, replacement costs of such assets, business plans
and overall market conditions. The Company determines undiscounted projected net
operating cash flows and compares it to the carrying value. In the event that
impairment occurred, the Company would determine the fair value of the related
asset and record a charge to operations calculated by comparing the asset's
carrying value to the estimated fair value. The Company estimates fair value
primarily through the use of third party valuations. In 2001, the Company


                                    Page 24
<PAGE>

recorded an impairment charge on our Triplestack Box Carriers (R) barges
amounting to approximately $3.8 million. The Company recognized no impairments
in 2003, 2004 or 2005. In the fourth quarter of 2005, the Company had an
appraisal performed on these vessels. The results of this appraisal listed the
fair market value of these vessels to be in excess of their book value.

Uncollectible Accounts. The Company records a monthly provision based on
specific known collectibility problems, historical losses, and current economic
information. In addition, the Company performs an analysis of the total
receivables on a quarterly basis, and adjusts the provision account to the
calculated balance. It is our policy to write off receivables once it is
determined that additional efforts of collection will not result in the receipt
of the receivable. During the years-ended December 31, 2005, 2004 and 2003 the
Company provided $1,202,003, $1,467,438 and $1,687,894, respectively for
uncollectible accounts. The Company records this expense in other operating
expenses. The trade receivable balances during the corresponding period were
$15.1 million, $15.6 million and $11.0 million for 2005, 2004 and 2003
respectively. The trade receivable balance decrease in 2005 of $.5 was due to
better collection efforts in 2005. However, the year-end balance for the
allowance account increased by $185,618 and $262,815 for the years-ended
December 31, 2005 and 2004, due to the mix of outstanding receivables.

Income taxes. Income taxes are calculated using the liability method specified
by SFAS No. 109 "Accounting for Income Taxes". Valuation allowances are provided
against deferred tax assets if it is considered "more likely than not" that some
portion or the entire deferred tax asset will not be realized.

Management continues to evaluate the deferred tax valuation allowance, to
determine what portion, if any of the deferred tax asset that may be realized in
the future. Management's evaluation includes, among other things, such factors
as a consistent history of profitability, a substantial history of operations
upon which to base a forecast and a history of accurately forecasting future
results of operations.

The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with less management judgment in their application. There are also
areas in which management's judgment in selecting any available alternative
would not produce a materially different result. See the Company's audited
financial statements and notes thereto which begin on page F-1 of this Annual
Report on Form 10-K which contain accounting policies and other disclosures
required by generally accepted accounting principles.

Recently Issued Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4" or SFAS 151. SFAS 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage). In addition, this statement requires that allocation of
fixed production overheads to the costs of conversion be based on normal
capacity of production facilities. SFAS 151 is effective for the first annual
reporting period beginning after June 15, 2005. The adoption of SFAS 151 is not
expected to have a material impact on our results of operations or financial
condition.

In December 2004, the FASB issued SFAS 123R, "Share-Based Payment," a revision
of SFAS 123 or SFAS 123R. In March 2005, the SEC issued Staff Bulletin No. 107
(SAB 107) regarding its interpretation of SFAS 123R. The standard requires
companies to expense on the grant-date the fair value of stock options and other
equity-based compensation issued to employees. In accordance with the revised
statement, the Company will be required to recognize the expense attributable to
stock options granted or vested in financial statement periods subsequent to
December 31, 2005. Based upon unvested options outstanding as of December 31,
2005, the Company does not believe the adoption of FAS 123R will have a material
impact on its profitability.


                                    Page 25
<PAGE>

In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" or FIN 47, that requires an entity to
recognize a liability for a conditional asset retirement obligation when
incurred if the liability can be reasonably estimated. FIN 47 clarifies that the
term Conditional Asset Retirement Obligation refers to a legal obligation to
perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity. FIN 47 also clarifies when an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation. The Company does not expect FIN 47 to have a material
impact on our results of operations.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
-- an amendment of APB Opinion No. 29 ("SFAS 153"). This standard eliminates the
exception for nonmonetary exchanges of similar productive assets to be measured
based on the fair value of the assets exchanged and replaced it with a general
exception for exchanges of nonmonetary assets that do not have commercial
substance. This standard is effective January 1, 2006. The Company does not
expect this standard to have a material impact on our results of operations or
financial condition.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections or SFAS 154, which supersedes APB Opinion No. 20, Accounting Changes
and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.
SFAS 154 changes the requirements for the accounting for and reporting of
changes in accounting principle. The statement requires the retroactive
application to prior periods' financial statements of changes in accounting
principles, unless it is impracticable to determine either the period specific
effects or the cumulative effect of the change. SFAS 154 does not change the
guidance for reporting the correction of an error in previously issued financial
statements or the change in an accounting estimate. SFAS 154 is effective for
accounting changes and corrections or errors made in fiscal years beginning
after December 15, 2005. The Company does not expect the adoption of SFAS 154 to
have a material impact on our consolidated results of operations or financial
condition.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Company has limited it's exposure to market risk from changes in interest
rates, because all of the variable debt previously held by the Company was
converted to fixed debt in December 2004. For the current year, the estimated
fair value of the Company's long-term debt was less than the carrying values by
approximately $998,000. This difference in the fair value and the carrying value
is based on the anticipated increase in the Company's prime-lending rate over
the term of the Company's fixed rate debt.

The Company has no interest rate swap or hedging agreements at December 31,
2005.

Expected Fiscal Year of Maturity at December 31, 2005
(Dollars in Thousands)

<TABLE>
<CAPTION>
Long Term Debt:
                               2006           2007           2008           2009        Thereafter         Total         Fair Value
<S>                        <C>           <C>            <C>            <C>            <C>              <C>             <C>
Fixed Rate                 $ 2,022,191   $ 2,102,658    $ 1,208,902    $ 1,208,902    $ 101,088,137    $ 107,630,790   $ 106,633,524
Average  Interest Rate           9.19%         9.20%          9.22%          9.22%            8.85%            9.14%

Variable Rate                       --            --             --             --               --               --              --
Average  Interest Rate              --            --             --             --               --               --              --

Total                                                                                                  $ 107,630,790
</TABLE>


                                    Page 26
<PAGE>

Item 8.  Financial Statements and Supplementary Data

TRAILER BRIDGE, INC.

Financial Statements for each of the Three Years in the Period Ended December
31, 2005 and Report of Independent Registered Public Accounting Firm


Report of Independent Registered Public Accounting Firm


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

We have audited the accompanying balance sheets of Trailer Bridge, Inc. as of
December 31, 2005 and 2004 and the related statements of operations, changes in
stockholders' equity (capital deficit), and cash flows for each of the three
years in the period ended December 31, 2005. We have also audited the financial
statement schedule listed in item 15(a). These financial statements and the
accompanying schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and schedule are free of material misstatement. The Company is not
required to have nor were we engaged to perform an audit of its internal
controls over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and schedule, assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trailer Bridge, Inc. at
December 31, 2005 and 2004, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2005, in conformity
with accounting principles generally accepted in the United States of America.

Also in our opinion, the schedule presents fairly, in all material respects, the
information set forth therein.



                                            BDO Seidman, LLP
                                            Certified Public Accountants

Miami, Florida
March 10, 2006


                                    Page 27
<PAGE>

<TABLE>
                                                 TRAILER BRIDGE, INC.
                                                   BALANCE SHEETS
                                              DECEMBER 31, 2005 AND 2004

<CAPTION>
                                                                                      December 31,          December 31,
                                                                                          2005                  2004
                                                                                    -----------------    ------------------
<S>                                                                                <C>                    <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                                     $      11,389,259      $      6,195,580
     Trade receivables, less  allowance for doubtful
           accounts of $606,717 and $421,099                                              15,184,182            15,590,585
     Other receivables                                                                         7,611                 9,561
     Prepaid expenses                                                                      1,685,498             2,317,749
                                                                                    -----------------    ------------------
           Total current assets                                                           28,266,550            24,113,475

Property and equipment, net                                                               82,679,679            82,078,423
Other assets                                                                               8,283,673             8,033,929
                                                                                    -----------------    ------------------
TOTAL ASSETS                                                                       $     119,229,902      $    114,225,827
                                                                                    =================    ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                                    $ 6,191,360      $      6,930,859
     Accrued liabilities                                                                   3,866,607             3,531,473
     Unearned revenue                                                                        759,023             1,258,892
     Current portion of long-term debt                                                     1,208,902             1,208,902
     Current portion of due to affiliates                                                    813,289               760,807
                                                                                    -----------------    ------------------
           Total current liabilities                                                      12,839,181            13,690,933

Due to affiliates                                                                            893,757             1,701,329
Long-term debt, less current portion                                                     104,714,843           105,923,745
                                                                                    -----------------    ------------------
TOTAL LIABILITIES                                                                        118,447,781           121,316,007
                                                                                    -----------------    ------------------

Commitments and Contingencies

Stockholders' Equity (Capital Deficit):
     Convertible Preferred stock Series A $.01 par value, 1,000,000,
       shares authorized                                                                           -                     -
     Preferred stock Series B $.01 par value, 1,000,000, shares authorized                         -                     -
     Common stock, $.01 par value, 20,000,000 shares
           authorized; 11,775,652 and 11,762,178 shares issued and
           outstanding                                                                       117,757               117,621
     Additional paid-in capital                                                           52,178,786            52,140,986
     Deficit                                                                             (51,514,422)          (59,348,787)
                                                                                    -----------------    ------------------
           TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)                                      782,121            (7,090,180)
                                                                                    -----------------    ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)                       $     119,229,902      $    114,225,827
                                                                                    =================    ==================
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements


                                    Page 28
<PAGE>

TRAILER BRIDGE, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                            2005                 2004                 2003
                                                                      ------------------  -------------------  --------------------
    <S>                                                                <C>                  <C>                  <C>
    OPERATING REVENUES                                                 $    105,858,617     $     98,774,666     $      86,433,985
    OPERATING EXPENSES:
       Salaries, wages, and benefits                                         16,084,332           15,277,446            15,835,917
       Rent and purchased transportation:
          Related party                                                               -            6,714,863             7,336,500
          Other                                                              21,985,735           23,340,757            24,435,491
       Fuel                                                                  13,830,796           10,202,207             8,965,680
       Operating and maintenance (exclusive of depreciation
          shown separately below)                                            23,019,585           23,557,052            21,743,396
       Taxes and licenses                                                       339,426              282,483               706,303
       Insurance and claims                                                   3,213,150            3,298,460             2,988,770
       Communications and utilities                                             503,744              524,044               508,228
       Depreciation and amortization                                          4,419,694            3,081,916             3,392,742
       Loss (Gain) on sale of assets                                            508,624              (25,482)              (27,961)
       Other operating expenses                                               3,703,230            3,924,260             3,144,385
                                                                      ------------------  -------------------  --------------------
                                                                             87,608,316           90,178,006            89,029,451
                                                                      ------------------  -------------------  --------------------
    OPERATING INCOME (LOSS)                                                  18,250,301            8,596,660            (2,595,466)

    NON-OPERATING EXPENSE:
       Interest (expense)                                                   (10,525,939)          (4,174,300)           (2,859,816)
       Interest income                                                          227,535                7,244                   192
                                                                      ------------------  -------------------  --------------------


    INCOME (LOSS) BEFORE (PROVISION) BENEFIT FOR INCOME TAXES                 7,951,897            4,429,604            (5,455,090)

    (PROVISION) BENEFIT FOR INCOME TAXES                                       (117,532)              11,006                     -

                                                                      ------------------  -------------------  --------------------
    NET INCOME (LOSS)                                                         7,834,365            4,440,610            (5,455,090)

    ACCRETION OF PREFERRED STOCK DISCOUNT                                             -             (515,845)             (980,745)

    UNDECLARED CUMULATIVE PREFERRED DIVIDEND                                          -           (1,115,796)             (846,385)

    EXCESS OF CONSIDERATION TRANSFERRED TO HOLDERS OF
      THE PREFERRED STOCK OVER THE CARRYING AMOUNT                                    -             (456,298)                    -

                                                                      ------------------  -------------------  --------------------
    NET INCOME (LOSS) ATTRIBUTABLE TO                                  $      7,834,365     $      2,352,671     $      (7,282,220)
       COMMON SHARES
                                                                      ==================  ===================  ====================

    PER SHARE AMOUNTS:

    NET INCOME (LOSS) PER SHARE BASIC                                  $           0.67     $           0.20     $           (0.74)
                                                                      ==================  ===================  ====================
    NET INCOME (LOSS) PER SHARE DILUTED                                $           0.64     $           0.19     $           (0.74)
                                                                      ==================  ===================  ====================
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements


                                    Page 29
<PAGE>

TRAILER BRIDGE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT) FOR THE
YEARS ENDED December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                              Preferred Stock Series A      Preferred Stock Series B              Common Stock
                                              -------------------------- ------------------------------- ---------------------------
                                                Shares       Amount         Shares         Amount         Shares         Amount
<S>                                             <C>        <C>             <C>          <C>                <C>           <C>
Balance, January 1, 2003                         19,550    $ 1,920,835      24,000      $ 22,047,112       9,777,500     $  97,775

       Accretion of preferred stock discount                                                 980,745

       Options exercised                                                                                       5,735            57

       Satisfaction of preferred stock series B
       subscription with related party vessel
       services

       Net Loss
                                              -------------------------- ------------------------------- ---------------------------

Balance, December 31, 2003                       19,550      1,920,835      24,000        23,027,857       9,783,235        97,832



       Accretion of preferred stock discount                                                 515,845

       Options exercised                                                                                      23,943           239

       Conversion of preferred stock series
       A into common shares                     (19,550)    (1,920,835)                                    1,955,000        19,550

       Redemption of Preferred Stock
       Series "B"                                                          (24,000)      (23,543,702)

       Excess of carrying value over the
       purchase assets Note 6

       Capital contribution as a result of
       acquistion of affilate

       Net Income
                                              -------------------------- ------------------------------- ---------------------------

Balance, December 31, 2004                            -              -           -                 -      11,762,178       117,621



       Options exercised                                                                                      13,474           136

       Net Income
                                              -------------------------- ------------------------------- ---------------------------

Balance, December 31, 2005                            -    $         -           -       $         -      11,775,652     $ 117,757
                                              ========================== =============================== ===========================
</TABLE>

               See accompanying summary of accounting policies and
                         notes to financial statements


                                    Page 30
<PAGE>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT) FOR THE YEARS
ENDED December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                                Preferred Stock
                                                Additional Paid-In                                 Series B
                                                      Capital                Deficit              Receivable             Total
                                                -------------------    -------------------     ------------------    ---------------
<S>                                               <C>                  <C>                      <C>                  <C>
Balance, January 1, 2003                          $  42,388,577        $    (56,381,419)        $    (1,073,352)     $    8,999,528

       Accretion of preferred stock discount                                   (980,745)

       Options exercised                                 15,817                                                              15,874

       Satisfaction of preferred stock
       Series B subscription with related
       party vessel services                                                                          1,073,352           1,073,352

       Net Loss                                                              (5,455,090)                                 (5,455,090)
                                                ------------------      ------------------      -----------------     -------------

Balance, December 31, 2003                           42,404,394             (62,817,254)                      -           4,633,664

       Accretion of preferred stock discount                                   (515,845)

       Options exercised                                 66,981                                                              67,220

       Conversion of preferred stock
       series A into common shares                    1,901,285

       Redemption of Preferred Stock Series "B"                                                                         (23,543,702)

       Excess of carrying value over the
       purchase assets Note 6                                                  (456,298)                                   (456,298)

       Capital Contribution as a result of
       acquisition of affiliate                       7,768,326                                                           7,768,326

       Net Income                                                             4,440,610                                   4,440,610
                                                ------------------      ------------------      -----------------     -------------

Balance, December 31, 2004                           52,140,986             (59,348,787)                      -          (7,090,180)

       Options exercised                                 37,800                                                              37,936

       Net Income                                                             7,834,365                                   7,834,365
                                                ------------------      ------------------      -----------------     -------------

Balance, December 31, 2005                        $  52,178,786        $    (51,514,422)        $             -      $      782,121
                                                ==================      ==================      =================     =============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements


                                    Page 31
<PAGE>

TRAILER BRIDGE, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  December 31,      December 31,      December 31,
                                                                     2005              2004              2003
                                                                ----------------  ----------------  ----------------
<S>                                                              <C>               <C>               <C>
Operating activities:
Net income (loss)                                                $    7,834,365    $    4,440,610    $   (5,455,090)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                                    5,162,066         3,816,041         3,392,742
     Noncash purchased transportation, related party                          -                 -         1,073,352
     Provision for doubtful accounts                                  1,202,003         1,467,438         1,687,894
     (Gain)Loss on sale of fixed assets                                 508,624           (25,482)          (27,961)
Decrease (increase) in:
     Trade receivables                                                 (795,601)       (6,038,648)       (2,778,354)
     Other receivables                                                    1,950             7,327               152
     Prepaid expenses                                                   632,252          (461,298)           82,581
Increase (decrease) in:
     Accounts payable                                                  (739,499)       (1,571,427)        1,522,105
     Accrued liabilities and related party charterhire                  335,133           965,786         1,469,943
     Unearned revenue                                                  (499,869)          511,348           (40,476)
     Due to affiliate                                                         -                 -           (66,795)

                                                                ----------------  ----------------  ----------------
Net cash provided by operating activities                            13,641,424         3,111,695           860,093
                                                                ----------------  ----------------  ----------------

Investing activities:
Acquistion of K-Corp Assets                                                   -        (8,000,000)                -
Exercise of equipment purchase options                                        -       (11,770,743)                -
Additions to and construction of property and equipment              (6,322,936)       (1,888,688)          (27,442)
Proceeds from sale of property and equipment                            804,237           194,019           161,881
Additions to other assets                                              (596,621)       (2,095,156)          (67,680)
                                                                ----------------  ----------------  ----------------
          Net cash (used in) provided by investing activities        (6,115,320)      (23,560,568)           66,759
                                                                ----------------  ----------------  ----------------

Financing activities:
Payments on borrowing on revolving line of credit                             -        (5,779,481)         (285,010)
Payments on borrowing from affiliate                                   (755,091)       (5,319,332)                -
Redemption of Preferred Series B                                              -       (24,000,000)                -
Exercise of stock options                                                37,936            67,220            15,874
Proceeds from Senior Secured Debt                                             -        85,000,000                 -
Principal payments on notes payable                                  (1,208,902)      (18,251,471)       (2,377,642)
Loan costs                                                             (406,368)       (5,497,444)                -
                                                                ----------------  ----------------  ----------------
          Net cash (used in) provided by financing activities        (2,332,425)       26,219,492        (2,646,778)
                                                                ----------------  ----------------  ----------------

Net increase (decrease) in cash and cash equivalents                  5,193,679         5,770,619        (1,719,926)
Cash and cash equivalents, beginning of the period                    6,195,580           424,961         2,144,887
                                                                ----------------  ----------------  ----------------

Cash and cash equivalents, end of period                         $   11,389,259    $    6,195,580    $      424,961
                                                                ================  ================  ================
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements


                                    Page 32
<PAGE>

TRAILER BRIDGE, INC.
STATEMENTS OF CASH FLOWS CONTINUED
YEARS ENDED December 31, 2005, 2004 and 2003

<TABLE>
Supplemental cash flow information and non-cash investing and financing activities:

<CAPTION>
                                                                    2005                2004               2003
                                                                    ----                ----               ----
<S>                                                             <C>                 <C>                <C>
Cash paid for interest                                          $    9,642,041      $    3,512,239     $    2,515,630
                                                              =================   =================   ================
Cash paid for income taxes                                             103,487                   -                  -
                                                              =================   =================   ================
Satisfaction of preferred Stock Series B Subscription with
related party-vessel services                                                -                   -          1,073,352
                                                              =================   =================   ================
Debt assumed on purchased assets purchased from affiliate                    -           9,132,306                  -
                                                              =================   =================   ================
Capital Contribution resulting from acquisition of K-Corp       $            -      $    7,768,326     $            -
                                                              =================   =================   ================
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements


                                    Page 33
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash and Cash Equivalents - The Company considers cash on hand and amounts on
deposit with financial institutions with original maturities of three months or
less to be cash equivalents.

Allowance for Doubtful Accounts - The Company records a monthly provision based
on specific known collectibility problems, historical losses, and current
economic information. In addition, the Company performs an analysis of the total
receivables on a quarterly basis, and adjusts the provision account to the
calculated balance. It is the Company's policy to write off receivables once it
is determined that additional efforts of collection will not result in the
receipt of the receivable.

Property and Equipment - Property and equipment are carried at cost. Property
and equipment are depreciated to their estimated salvage values on a
straight-line method based on the following estimated useful lives:

                                                                  Years
                                                                  -----

Buildings and structures                                           40
Office furniture and equipment                                    6-10
Leasehold improvements                                            2-12
Freight equipment:                                                4-40
  Vessels                                                         20-40
  Tractors                                                          4
  Containers, Chassis and VTM's                                    18
  Trailers                                                         12

During 2004, the Company had an appraisal performed on its vessels, containers
and chassis, which included a review of the useful lives. The results of this
appraisal indicated an increase in the useful life of these assets, from the
lives originally estimated by the Company. As such, management revised its
estimate of the remaining useful lives of chassis, VTMs (Specialized containers
for carrying vehicles), vessels and containers to extend the useful live by
approximately 6 to 10 years. During 2004, a change in accounting estimate was
recognized to reflect this decision, resulting in a decrease of depreciation
expense for 2004 by approximately $409,000 and as an increase in net income of
approximately $409,000 or $.03 per basic and diluted share.

The Company expenses maintenance and repair expenses, including regulatory
drydocking of its vessels as incurred.

Tires on revenue equipment purchased are capitalized as part of the equipment
cost and depreciated over the life of the vehicle. Replacement tires are
expensed when placed in service.

Leasehold improvements and equipment under capital leases are amortized over the
lesser of the estimated lives of the asset or the lease terms. Maintenance and
repairs are expensed as incurred.


                                    Page 34
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)


Property and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by net
undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying value exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less cost to sell.

Other Assets - Other assets consist mainly of debt issuance costs that are
amortized using the effective interest method over the term of the associated
debt.

Revenue Recognition and Classification - Voyage revenue is recognized ratably
over the duration of a voyage based on the relative transit time in each
reporting period; commonly referred to as the "percentage of completion" method.
Voyage expenses are recognized as incurred. Demurrage and charterhire revenue
are included in our revenues. Demurrage is a charge assessed for failure to
return empty freight equipment on time. Charter hire is rental revenue for
vessels not in use in a liner service. The Company recognizes demurrage and
charterhire revenue based on negotiated fees included in the contracts of our
customers. These amounts are computed daily and included in "Operating Revenue."

Income Taxes - Income taxes are calculated using the liability method specified
by SFAS No. 109 "Accounting for Income Taxes". Valuation allowances are provided
against deferred tax assets if it is considered "more likely than not" that some
portion or the entire deferred tax asset will not be realized.

Earnings Per Share - Basic earnings per share ("EPS") is computed by dividing
earnings applicable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution of securities that could share in the earnings.

Stock-Based Compensation - In accordance with SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), the Company has elected to continue
to account for its employee stock compensation plans under Accounting Principles
Board ("APB") Opinion No. 25, with pro forma disclosures of net earnings and
earnings per share, as if the fair value based method of accounting defined in
SFAS No. 123 had been applied. Under the intrinsic value based method,
compensation cost is the excess, if any, of the quoted market price of the stock
at the grant date or other measurement date over the amount an employee must pay
to acquire the stock. Under the fair value based method, compensation cost is
measured at the grant date based on the value of the award and is recognized
over the service period, which is usually the vesting period. The following
table provides an expanded reconciliation for all periods presented that adds
back to reported net income (loss) the recorded expense under APB 25, net of
related income tax effects, deducts the total fair value expense under SFAS 123,
net of related income tax effects and shows the reported and pro forma earnings
per share amounts.



                                    Page 35
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

<TABLE>
<CAPTION>
                                                                       2005                2004                2003
                                                                       ----                ----                ----
<S>                                                                <C>                 <C>                 <C>
Net income (loss) attributable to common shares, as reported       $    7,834,365      $    2,352,671      $    (7,282,220)
Total stock-based employee compensation cost included in the
   determination of net loss, net of related tax effects

Total stock-based employee compensation
   cost determined under fair value method
   for all awards, net of related tax effects                            (234,733)           (368,993)            (496,322)
                                                                 -----------------   -----------------   ------------------

Net income (loss), pro forma                                       $    7,599,632      $    1,983,678      $    (7,778,542)
                                                                 =================   =================   ==================

Income (loss) per common share:
Basic, as reported                                                 $         0.67      $         0.20      $         (0.74)
Diluted, as reported                                               $         0.64      $         0.19      $         (0.74)
Basic, pro forma                                                   $         0.65      $         0.17      $         (0.80)
Diluted, pro forma                                                 $         0.62      $         0.15      $         (0.80)
</TABLE>


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

Reclassifications - Certain reclassifications have been made to the 2004 and
2003 financial statements to conform with the presentation adopted in 2005.

Recently Issued Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4" or SFAS 151. SFAS 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage). In addition, this statement requires that allocation of
fixed production overheads to the costs of conversion be based on normal
capacity of production facilities. SFAS 151 is effective for the first annual
reporting period beginning after June 15, 2005. The adoption of SFAS 151 is not
expected to have a material impact on our results of operations or financial
condition.

In December 2004, the FASB issued SFAS 123R, "Share-Based Payment," a revision
of SFAS 123 or SFAS 123R. In March 2005, the SEC issued Staff Bulletin No. 107
(SAB 107) regarding its interpretation of SFAS 123R. The standard requires
companies to expense on the grant-date the fair value of stock options and other
equity-based compensation issued to employees. In accordance with the revised
statement, the Company will be required to recognize the expense attributable to
stock options granted or vested in financial statement periods subsequent to
December 31, 2005. Based on unvested options outstanding at December 31, 2005,
the Company does not believe the adoption of FAS 123R will have a material
impact on its profitability.

In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" or FIN 47, that requires an entity to
recognize a liability for a conditional asset retirement obligation when
incurred if the liability can be reasonably estimated. FIN 47 clarifies that the
term Conditional Asset Retirement Obligation refers to a legal obligation to
perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity. FIN 47 also clarifies when an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation. The Company does not expect FIN 47 to have a material
impact on our results of operations.


                                    Page 36
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
-- an amendment of APB Opinion No. 29 ("SFAS 153"). This standard eliminates the
exception for nonmonetary exchanges of similar productive assets to be measured
based on the fair value of the assets exchanged and replaced it with a general
exception for exchanges of nonmonetary assets that do not have commercial
substance. This standard is effective January 1, 2006. The Company does not
expect this standard to have a material impact on our results of operations or
financial condition.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections or SFAS 154, which supersedes APB Opinion No. 20, Accounting Changes
and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.
SFAS 154 changes the requirements for the accounting for and reporting of
changes in accounting principle. The statement requires the retroactive
application to prior periods' financial statements of changes in accounting
principles, unless it is impracticable to determine either the period specific
effects or the cumulative effect of the change. SFAS 154 does not change the
guidance for reporting the correction of an error in previously issued financial
statements or the change in an accounting estimate. SFAS 154 is effective for
accounting changes and corrections or errors made in fiscal years beginning
after December 15, 2005. The Company does not expect the adoption of SFAS 154 to
have a material impact on our consolidated results of operations or financial
condition.

2. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2005 and 2004 consist of the following:

<TABLE>
<CAPTION>
                                                                  2004                     2004
                                                                  ----                     ----

<S>                                                            <C>                     <C>
Freight equipment                                              $   99,471,113          $   100,005,427
Office furniture and equipment                                      4,461,769                3,590,107
Buildings and structures                                            2,644,265                2,585,378
Land                                                                1,254,703                1,254,703
Leasehold improvements                                              1,894,546                1,894,546
                                                            ------------------       ------------------
                                                                  109,726,396              109,330,161
less accumulated depreciation and amortization                    (27,046,717)             (27,251,738)
                                                            ------------------       ------------------

                                                               $   82,679,679          $    82,078,423
                                                            ==================       ==================
</TABLE>


Depreciation and amortization expense on property and equipment was $4,401,036,
$3,081,916, and $3,392,742 in 2005, 2004 and 2003, respectively.

3. TRANSACTIONS WITH RELATED PARTIES

The Company leased two roll-on/roll-off barge vessels and the use of a ramp
system in San Juan, Puerto Rico from an affiliate, Kadampanattu Corp. (K-Corp),
under operating lease agreements until December 2004. Certain stockholders of
the affiliate were controlling stockholders of the Company through August 16,
2004. The lease payments were $10,050 per day for each vessel. Total lease
expense under these leases from affiliate totaled $6,714,863 and $7,336,500 in
2004 and 2003, respectively. During 2004 the affiliate, agreed to defer $1.5
million of charter hire to be paid by the Company, in 2004. During 2002, the
Company issued to this affiliate $24 million before discount of non-convertible
preferred stock Series B as payment for indebtedness, amounts deferred under the


                                    Page 37
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

long-term charters of the Company and an advance portion of the 2003
charterhire. The Series B Preferred Stock was redeemed in December 2004.

During the quarter ended June 30, 2002 the Company borrowed $5 million from an
affiliate, with interest at the rate of 8.03% a year. Certain stockholders of
the affiliate were also principal stockholders of the Company. The proceeds of
this borrowing were used to repay the $3 million borrowed under the revolving
credit agreement, and to provide $2 million in working capital. Amounts
outstanding were $4,933,205 at December 31, 2004. In April 2004, the $4,933,205
related party obligation was rescheduled from October 2004 to May 2007. In
connection with the Senior Secured debt offering, a portion of the proceeds was
used to payoff this obligation in December 2004. In addition during 2002, the
same affiliate purchased preferred convertible stock Series A for $2 million.
The preferred stock Series A, had a liquidation preference of $2 million. The
Preferred Stock Series A, pursuant to its terms was converted into 1,955,000
common shares in July of 2004. In April 2004, the $1.5 million deferred charter
hire obligation was combined with the $989,436 of advances into a $2.5 million
obligation payable over 36 months with interest at 8.03% a year. In connection
with the K-Corp acquisition, this debt was transferred to another affiliate and
remained an obligation of the Company as of December 31, 2005.


On December 1, 2004 the Company acquired 100% of the outstanding stock of K-Corp
(See note 5).


4. LONG-TERM DEBT AND DUE TO AFFILIATES

Following is a summary of long-term debt at December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                                             2005                        2004
                                                                                             ----                        ----
<S>                                                                                     <C>                       <C>
Senior secured notes maturing on November 15, 2011; Interest on the notes is
payable semi-annually on each May 15 and November 15, beginning on May 15,
2005.  The notes accrue interest at 9 1/4% per year on the principal amount. The
notes are collateralized by a first priority lien with a carrying value of $52.1
million on two roll-on/roll-off barges, certain equipment and the Jacksonville,
Florida office and terminal, including associated real estate.                          $   85,000,000            $   85,000,000

Ship-financing bonds and notes (Title XI) maturing on March 30, 2023; payable in
semi-annual installments of principal and interest; interest is fixed at 6.52%;
collateralized by vessels with a carrying value of $14,289,486 at December
31,2005; amount is guaranteed by
The United States of America under the Title XI Federal Ship Financing Program              13,035,006                13,779,864

Ship-financing bonds and notes (Title XI) maturing on September 30, 2022;
payable in semi-annual installments of principal and interest; interest is fixed
at 7.07%; collateralized by vessels with a carrying value of $9,213,833 at
December 31, 2005; amount is guaranteed by The United States of America under
the Title XI Federal Ship Financing Program                                                  7,888,739                 8,352,783

Unsecured notes to affiliates maturing December 2007; payabe in monthly
installments of principal and interest; interest at a rate of 8.03%;                         1,707,046                 2,462,136

                                                                                        ---------------           ----------------
                                                                                           107,630,791               109,594,783

Less current portion                                                                        (2,022,191)               (1,969,709)
                                                                                        ---------------           ----------------
                                                                                        $  105,608,600            $  107,625,074
                                                                                        ===============           ================
</TABLE>


                                    Page 38
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

(A) SENIOR SECURED NOTES
The $85 million in 9-1/4 % Senior Secured Notes mature on November 15, 2011.
Interest on the notes is payable semi-annually on each May 15 and November 15,
beginning on May 15, 2005. The notes accrue interest at 9-1/4 % per year on the
principal amount. The notes will mature on November 15, 2011. After November 15,
2008, the Company may redeem the notes, in whole or in part, at its option at
any time or from time to time at the redemption prices specified in the
indenture governing the notes, plus accrued and unpaid interest thereon, if any,
to the redemption date. In addition, prior to November 15, 2007, the Company may
redeem up to 35% of aggregate principal amount of the notes with the net
proceeds of certain equity offerings at a redemption price of 109 1/4 % of the
principal amount of the notes, plus accrued and unpaid interest to the date of
redemption. Upon the occurrence of certain changes in control specified in the
indenture governing the notes, the holders of the notes will have the right,
subject to certain conditions, to require the Company to repurchase all or any
part of their notes at a repurchase price equal to 101% of the principal amount
of the notes, plus accrued and unpaid interest thereon, if any, to the
redemption date. The agreement among other things, restricts (as defined) the
Company to (a) incur or guarantee additional debt (b) to pay dividends,
repurchase common stock or subordinate debt (c) create liens (d) transact with
affiliates and (e) transfer or sell assets. The notes are secured by a first
priority lien for the benefit of the holders of the notes on our two
roll-on/roll-off barges, certain equipment and our Jacksonville, Florida office
and terminal, including associated real estate. The notes are subordinated to
the Title XI debt collateralized by the TBC (Triplestack Box Carriers) barges.


(B) SHIP FINANCING BONDS AND NOTES
In the first quarter of 2004, the Company received approval to reschedule
principal payments over the remaining life of each Title XI issue. As
rescheduled, the Company's semi-annual principal payments increased to $232,022
and $372,429 respectively. In addition, in connection with obtaining the consent
of the Secretary of Transportation of the United States of America (the
"Secretary") to offer and sell senior secured the notes, in December 2004 the
Company deposited approximately $2.0 million into a reserve fund that secures
the Title XI Bonds and during 2005 the Company deposited an additional $.7
million. As of December 31, 2005, the Company is in default of the financial
covenants relating to certain leverage ratios contained in the Title XI debt
agreements. The default provisions of the Title XI covenants provide that, in
the event of default, the Company is restricted from conducting certain
financial activities without obtaining the written permission of the Secretary.
The Company may not take, without prior written approval, any of the following
actions: (1) acquire any fixed assets other than those required for the normal
maintenance of our existing assets; (2) enter into or become liable under
certain charters and leases (having a term of six months or more); (3) pay any
debt subordinated to the Title XI Bonds; (4) incur any debt, except current
liabilities or short term loans incurred in the ordinary course of business; (5)
make investments in any person, other than obligations of U.S. government, bank
deposits or investments in securities of the character permitted for money in
the reserve fund; or (6) create any lien on any of our assets, other than
pursuant to loans guaranteed by the Secretary under Title XI and liens incurred
in ordinary course of business. However, none of the foregoing restrictions will
apply at any time if the Company meets certain financial tests provided for in
the agreement and the Company has satisfied our obligation to make deposits into
the reserve fund. In November 2004, the Company received permission from the
Secretary to issue $85 million in Senior Secured Notes and to use the proceeds
of this transaction to fund the acquisition of K Corp., repay K Corp.'s
indebtedness, repay our existing debts, exercise certain equipment purchase
options on equipment previously leased. As of December 31, 2005, the Company has
not performed any such restricted financial activities and therefore, its in
compliance with such restrictions. As such, the debt was not in default, and the


                                    Page 39
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

lender did not have the right to call the debt. The United States of America
under the Title XI Federal Ship Financing Program guarantees the bonds.

According to the Title XI debt agreement, the Company is required to deposit a
portion of net income into a reserve fund that secures the Title XI Bonds. As of
December 31, 2005, the total amount held in deposit is $2.7 million and its
current deposit requirement based on earnings through December 2005 is
approximately $1.6 million to be made in 2006. The Title XI debt agreement
requires an annual deposit until an amount equal to fifty percent of the
outstanding balance is reached which is approximately $10.5 million as December
31, 2005.

(C) REVOLVING LINE OF CREDIT
On December 1, 2004 the Company amended its existing revolving credit facility
with Congress Financial Corporation to reduce the maximum availability from $20
million to $10 million. The agreement provides for interest equal to the prime
rate plus 1.5%. The revolving line of credit is subject to a borrowing base
formula based on a percentage of eligible accounts receivable and expires in
April 2007. The revolving credit facility is secured by our accounts receivable.
At December 31, 2005, the Company had approximately $8.6 million available for
future advances under this credit line.

(D) UNSECURED RELATED PARTY DEBT
As of December 31, 2005 $1.7 million of related party debt is outstanding. This
debt arose from deferred charterhire payments to K Corp., has an interest rate
of 8.03% and is payable in 36 equal monthly installments beginning in January
2005.


Following are maturities of long-term debt at December 31, 2005:

        2005                                             $  2,022,191
        2006                                                2,102,658
        2007                                                1,208,902
        2008                                                1,208,902
        2009                                                1,208,902
        Thereafter                                         99,879,236
                                                    ------------------

                                                         $ 107,630,791
                                                    ==================


5. ACQUISTION OF K-CORP.

On December 1, 2004, the Company acquired 100% of the outstanding stock of K
Corp. with a portion of the proceeds obtained from the senior secured notes.
Previously K-Corp leased to the Company two roll-on / roll-off barge vessels and
the use of a ramp system in San Juan, Puerto Rico. As a result of the purchase,
the Company has been able to improve its operations by eliminating the lease
agreements and replacing them with interest expense resulting from the notes on
the senior secured debt and depreciation expense of the acquired RO/RO vessels.
The Company paid $32.0 million and assumed debt of $9.1 million, which was paid
off on December 1, 2004. These obligations were paid with a portion of proceeds
of the senior secured debt. Certain pro-forma adjustments were made to eliminate
lease expense previously paid to K-Corp related to the RO/RO vessels, cumulative


                                    Page 40
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

undeclared dividends and accretion related to the Preferred Series "B" Stock and
additionally include increased depreciation on the RO/RO vessels and interest on
the senior secured notes issued by the Company on December 1, 2004.

The following tables highlight on a pro forma basis the results of 2004 and 2003
as if these transactions took place in the beginning of each year:

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                           ---------------------------------------------
                                                              2004 (unaudited)        2003 (unaudited)
                                                           -----------------------   -------------------
<S>                                                            <C>                     <C>
Revenues                                                       $   98,774,666          $   86,433,985

Income (loss) attributable to common shares                         6,846,723              (2,830,600)

Earnings (loss) per share, basic                                         0.58                   (0.29)
Earnings (loss) per share, diluted                                       0.57                   (0.29)
</TABLE>


The Company purchased the stock of K-Corp for $41.1 million. In this connection,
the Company acquired K-Corp's assets, which had a historical carrying value of
$48.9 million. Since the Company and K-Corp had similar controlling
shareholders, the Company, recorded K-Corp's assets at the historical carrying
value of $24.9 million and estimated the value of the preferred stock to
approximate its liquidation value. The excess of the historical carrying value
over the amount paid is recorded as a $7.8 million capital contribution on the
Statement of Changes in Stockholders' Equity (Capital Deficit).

The assets acquired are as follows:

<TABLE>
<CAPTION>
                                                                                2004
                                                                       -----------------------

<S>                                                                      <C>
Vessels                                                                  $         24,150,632
Land                                                                                  750,000
Investment in Preferred Stock Series B                                             24,000,000
                                                                       -----------------------

Total assets acquired                                                    $         48,900,632
                                                                       =======================


The purchase price is as follows:
                                                                                2004
                                                                       -----------------------

Cash paid by Company                                                               32,000,000

Long term debt acquired in connection with the K-Corp Acquisition                   9,132,306
                                                                       -----------------------

Purchase price of assets acquired                                        $         41,132,306
                                                                       =======================

Capital contribution as a result of acquisition of affiliate             $          7,768,326
                                                                       =======================
</TABLE>


On December 1, 2004, in connection with the acquisition of K-Corp the Company
redeemed the preferred stock Series B for $24 million. In connection with this
redemption the Company recorded the excess of the consideration transferred to
the holders of the preferred stock over the carrying amount of the preferred
stock on the Company's balance sheet as a subtraction from net earnings to
arrive at net earnings available to common shareholders.


                                    Page 41
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

The redemption of the preferred stock is as follows:

<TABLE>
<CAPTION>
                                                                                2004
                                                                       -----------------------
<S>                                                                      <C>
Purchase price paid to K-Corp                                            $         24,000,000

Accreted book value of the Company                                                 23,543,702
                                                                       -----------------------

Excess consideration given to the shareholders over the
  carrying value of the Preferred Class B securities                     $           (456,298)
                                                                       =======================
</TABLE>


6. OPERATING LEASES

The Company has various operating lease agreements principally for land leases,
office facilities, charterhire, tug charter and equipment. The Company also has
a lease agreement with the Port Authority of Jacksonville, whereas, monthly rent
is calculated based on the total tonnage shipped, with an annual minimum
guarantee of approximately $1.7 million. During the periods ended December 31,
2005, 2004 and 2003, the Company did not exceed the minimum tonnage under this
lease agreement to require additional rent. In addition, the Company is
responsible for all fuel cost for its tug charter hire agreements.

Future minimum rental payments required under operating leases that have initial
or remaining noncancellable lease terms in excess of one year as of December 31,
2005 are as follows:

              2006                                    $ 9,582,712
              2007                                      2,061,536
              2008                                      1,955,458
              2009                                      1,722,964
              2010                                      1,722,732
              Thereafter                                5,741,869
                                                ------------------

                                                     $ 22,787,271
                                                ==================


Rent expense for all operating leases, including leases with terms of less than
one year, was $12,012,990, $21,851,549 and $22,949,572 for 2005, 2004 and 2003,
respectively.



                                    Page 42
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

7. ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31, 2005 and 2004:

                                          2005                 2004
                                          ----                 ----
Interest                               $ 1,483,976          $ 1,027,969
Marine expense                             859,396            1,060,697
Salaries and wages                         687,664              487,089
Fringe benefits                            341,042              639,618
Other                                      233,492              195,082
Rent                                       230,267               90,837
Taxes                                       30,770               30,181
                                    ------------------   ------------------

                                       $ 3,866,607          $ 3,531,473
                                    ==================   ==================


8. OTHER ASSETS

Other assets consist of the following at December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                  2005                2004
                                                                  ----                ----

<S>                                                             <C>                 <C>
Title XI Restricted Deposit                                     $ 2,699,246         $ 2,042,527
Debt Issuance Costs, net of a accumulated amortizaton             5,355,716           5,690,918
Other                                                               228,711             300,484
                                                          ------------------  ------------------

                                                                $ 8,283,673         $ 8,033,929
                                                          ==================  ==================
</TABLE>

Amortization expense for the years ended December 31, 2005, 2004 and 2003 was
$852,920, $734,124 and $191,257, respectively.



                                    Page 43
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

9. INCOME TAXES

The (provision) benefit for income taxes is comprised of the following for the
years ended December 31, 2005, 2004 and 2003:

<TABLE>
<CAPTION>
                                                      2005              2004              2003
                                                      ----              ----              ----
<S>                                                <C>               <C>               <C>
Current:
      Federal                                      $   (116,395)     $          -      $          -
      State                                              (1,137)           11,006                 -
                                                 ---------------   ---------------   ---------------

                                                       (117,532)           11,006                 -
                                                 ---------------   ---------------   ---------------
Deferred
      Federal                                        (2,549,633)       (1,456,906)        1,818,899
      State                                            (494,209)         (276,420)          219,289
                                                 ---------------   ---------------   ---------------

                                                     (3,043,842)       (1,733,326)        2,038,188
Valuation allowance decrease (increase)               3,043,842         1,733,326        (2,038,188)
                                                 ---------------   ---------------   ---------------

Total income tax benefit (provision)               $   (117,532)     $     11,006      $          -
                                                 ===============   ===============   ===============
</TABLE>

Income tax (provision) benefit for the years ended December 31, 2005, 2004 and
2003 differs from the amounts computed by applying the statutory Federal
corporate rate to income (loss) before (provision) benefit for income taxes. The
differences are reconciled as follows:

<TABLE>
<CAPTION>
                                                             2005                2004               2003
                                                             ----                ----               ----
<S>                                                       <C>                <C>                 <C>
Tax (provision) benefit at statutory Federal rate         $ (2,703,645)      $ (1,515,293)       $ 1,859,061
(Increase) decrease in deferred tax asset
   valuation allowance                                       3,043,842          1,733,326         (2,038,188)
Nondeductible expenses                                         (77,282)           (39,763)           (40,162)
State income taxes, net of Federal benefit                    (380,447)          (167,264)           219,289
                                                     ------------------  -----------------   ----------------

Total income tax benefit (provision)                      $   (117,532)      $     11,006        $         -
                                                     ==================  =================   ================
</TABLE>

                                    Page 44
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

Deferred income taxes reflect the net tax effect of temporary differences
between carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income taxes.

The components of the Company's net deferred tax asset at December 31, 2005 and
2004 are as follows:

<TABLE>
<CAPTION>
                                                      2005                  2004
                                                      ----                  ----
<S>                                                <C>                    <C>
Deferred tax assets:
    Net operating loss carry forwards              $ 27,546,055           $ 31,026,256
    Employee stock option                             2,835,804              3,240,895
    Intangible Asset                                    159,572                123,056
    Allowance for bad debts                             230,552                160,018
    Accrued vacation                                    106,922                110,036
    Other                                               132,119                252,007
                                             -------------------   --------------------

Gross deferred assets                                31,011,024             34,912,268

Deferred tax liabilities:
    Fixed asset basis                                20,976,842             13,958,221
                                             -------------------   --------------------

Gross deferred tax liabilities                       20,976,842             13,958,221

Deferred tax asset valuation allowance               10,034,182             20,954,047
                                             -------------------   --------------------

Net deferred tax asset                             $          -           $          -
                                             ===================   ====================

</TABLE>

The Company has recorded various deferred tax assets as reflected above. In
assessing the ability to realize the deferred tax assets, management considers,
whether it is more likely than not, that some portion, or the entire deferred
tax asset will be realized. The ultimate realization is dependent on generating
sufficient taxable income in future years. The valuation allowance account
decreased by $10,919,865 and $1,733,326 in 2005 and 2004 respectively as a
result of the Company being able to use its net operating loss carryforwards to
reduce taxable income and the difference in tax and book basis of the vessels
purchased in December 2004. The Company anticipates that its taxable temporary
differences will reverse in the same period as the deductible temporary
differences therefore assuring realization after non-reserved portion of its
deferred assets.

At December 31, 2005, the Company had available net operating loss ("NOL")
carryforwards for federal income tax purposes of $72,489,618, which expire
beginning in 2007.

11. STOCKHOLDERS' EQUITY

Earnings Per Share:

The Company has adopted the consensus reached in EITF 03-06, "Participating
Securities and Two-Class Method under FASB 128" which provides further guidance
on the definition of participating securities and requires the use of the
two-class method in calculating earnings per share for enterprises with
participating securities under SFAS Statement 128, "Earnings per Share."


                                    Page 45
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

Pursuant to EITF 03-06, the Company's Series A convertible preferred shares
(prior to their conversion to common shares) were considered participating
securities. EITF 03-06 requires that each period's income be allocated to
participating securities, if there is no conversion. Accordingly, for the
reporting periods in which there is income attributable to common shareholders,
the Company allocated a portion of such income to the Series A convertible
shareholders based upon the pro-rata share of income, weighted for the period
prior to redemption. During reporting periods in which there was a net loss
attributable to common shareholders, such loss is allocated entirely to the
common shares.

The following reconciles Basic and Diluted Earnings Per Share:

<TABLE>
<CAPTION>
                                                                                 For years ended December 31,
                                                                      -----------------------------------------------
                                                                          2005            2004             2003
                                                                      -------------   --------------  ---------------
<S>                                                                    <C>               <C>             <C>
Basic Earnings Per Share:
Net Income(loss) attributable to common shareholders                   $ 7,834,365     $  2,352,671     $ (7,282,220)
Net Income (loss) allocated to preferred
Series A Shareholders prior to conversion (1)                                    -         (217,706)               -
                                                                      -------------   --------------  ---------------
Net income(loss) allocated  to commons shareholders                    $ 7,834,365     $  2,134,965     $ (7,282,220)

Weighted average common shares-basic                                    11,769,037       10,662,791        9,777,391
                                                                      -------------   --------------  ---------------
Income (loss) per common shares- basic                                 $      0.67     $       0.20     $      (0.74)

Diluted Earnings Per Share
Add:  Diluted effect of assumed conversion of Preferred Series A                 -        1,087,301                -
Add:  Diluted effect of options                                            543,911          366,655                -
                                                                      -------------   --------------  ---------------
Weighted average shares -diluted                                        12,312,948       12,116,747        9,777,391
                                                                      -------------   --------------  ---------------
Income (loss) per common shares- diluted                               $      0.64     $       0.19     $      (0.74)
</TABLE>

(1) - Weighted for days outstanding prior to conversion on July 23, 2004


Options to purchase 484,550, 489,200 and 900,466 shares of the Company's common
stock were excluded from the calculation of diluted earnings per share as their
effect would be anti-dilutive during the years ended December 31, 2005, 2004 and
2003, respectively.

Preferred Stock Series A:

The preferred stock Series A, had a liquidation preference of $2 million. The
voting rights of the preferred stock Series A except where class voting is
required by law, the preferred stock Series A votes together with the common
stock as a single class, with each share of preferred Series A entitled to 35.42
votes per share. The preferred stock Series A, pursuant to its terms was
converted into 1,955,000 common shares in July of 2004.

Preferred Stock Series B:

During 2002, the Company issued 24,000 shares of preferred stock Series B to an
affiliate as payment for indebtedness, amounts deferred under the long-term
charters of the Company and an advance portion of the 2003 charterhire. The
total issued value of preferred stock Series B was $24 million. As an increasing
rate preferred stock, Series B was recorded at fair-value resulting in an
initial discount of approximately $2.6 million. Accretion for the year ended
December 31, 2004 and 2003 was $515,845 and $980,745 respectively. Beginning on


                                    Page 46
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

April 1, 2003 cumulative dividends began to accrue at a rate equal to the 90-day
plus 350 basis points. Beginning in 2004, the dividend rate increased 25 basis
points a quarter up to a maximum dividend rate of the 90-day libor rate plus 650
points. Contractual undeclared dividends aggregated to $1,115,795 at October 31,
2004 and $846,385 at December 31, 2004. Such dividends have not been declared,
accrued or paid. On October 31, 2004 the contractual dividend was permanently
waived by the holder. A portion of the preferred stock series B was issued to
pay $1.1 million of the Company's 2003 charterhire commitments to an affiliate.
In 2003, the Company offset the subscription as the charterhire was used. The
preferred stock Series B was redeemed by the Company in conjunction with the
acquisition of K-Corp. In accordance with EITF D-42 the $0.5 million excess of
(1) fair value of the consideration transferred to the holders of the preferred
stock over (2) the carrying amount of the preferred stock in the Company's
balance sheet was subtracted from net earnings to arrive at net earnings
available to common shareholders in the calculation of earnings per share.

Stock Options:

In 1997, the Company's Board of Directors and stockholders authorized the
establishment of an Incentive Stock Plan (the "Plan"). The purpose of the Plan
is to promote the interests of the Company and its shareholders by retaining the
services of outstanding key management members and employees and encouraging
them to have a greater financial investment in the Company and increase their
personal interest in its continued success. The Company initially reserved
785,000 shares of common stock for issuance pursuant to the Plan to eligible
employees under the Plan. In July 2000, the Board of Directors authorized an
increase of 515,000 shares of common stock reserved under the Plan. Awarded
options that expire unexercised or are forfeited become available again for
issuance under the Plan. The options vest equally over a period of five years
and the maximum term for a grant is ten years.

In July 2000, the Company's Board of Directors and its stockholders authorized
the establishment of the Non-Employee Director Stock Incentive Plan (the
"Director Plan"). The purpose of the Director Plan is to assist the Company in
attracting and retaining highly competent individuals to serve as non-employee
directors. The Company has reserved 50,000 shares of common stock for issuance
pursuant to the Director Plan. Awarded options that expire unexercised or are
forfeited become available again for issuance under the Director Plan. The
exercise price per share of options granted under the Director Plan shall not be
less than 100% of the fair market value of the common stock on the date of
grant. Such options become exercisable at the rate of 20% per year beginning on
the first anniversary date of the grant and the maximum term for a grant is ten
years. As of December 31, 2005, there were 44,194 options available for grant.

Effective January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as provided
by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure. SFAS No. 148 allows for a prospective method of adoption of SFAS
123, whereas, the Company can prospectively account for the current expense of
options granted during 2003 and thereafter, as a results prior years were not
restated.

A summary of the status of options under the Company's stock-based compensation
plans at December 31, 2005, 2004 and 2003 is presented below:


                                    Page 47
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

<TABLE>
<CAPTION>
                                       2005                        2004                       2003
                                   --------------------------  -------------------------   -------------------------
                                                      Weighted                  Weighted                   Weighted
                                                      Average                   Average                    Average
                                                      Exercise                  Exercise                   Exercise
                                   Options             Price       Options       Price       Options        Price

<S>                                   <C>             <C>         <C>            <C>         <C>             <C>
Outstanding at beginning of year      1,279,491       $ 5.43      1,315,249      $ 5.43      1,327,110       $ 5.43
    Granted                                   -            -              -           -              -            -
    Exercised                           (13,474)        2.82        (23,943)       2.52         (5,735)        2.77
    Forfeited                            (3,374)        5.60        (11,815)       2.78         (6,126)        6.03
                                   -------------               -------------               ------------

Outstanding at end of year            1,262,643       $ 5.58      1,279,491      $ 5.58      1,315,249       $ 5.44
                                   =============               =============               ============

Grants exercisable at year-end        1,150,088       $ 5.78      1,057,313      $ 6.06        900,466       $ 6.65
                                   =============               =============               ============
</TABLE>

There were no stock options granted in 2005, 2004 or 2003.

The following table summarizes information about the outstanding options at
December 31, 2005:

<TABLE>
<CAPTION>
                                                    Weighted-Average
  Exercise                  Options                    Remaining                       Options
   Price                  Outstanding               Contractual Life                 Exercisable
----------------       ----------------             -----------------                ------------
    <S>                   <C>                           <C>                            <C>
    $ 10.00                 484,763                     1.7 years                        484,763
       2.25                 175,860                     3.2 years                        175,860
       2.84                 335,672                     4.6 years                        335,672
       2.88                 266,348                     6.4 years                        153,793
                       --------------                                               ---------------

                          1,262,643                                                    1,150,088
                       ==============                                               ===============
</TABLE>

Remaining non-exercisable options as of December 31, 2005 become exercisable as
follows:

         2006                                           56,278
         2007                                           56,278
                                                   ------------

                                                       112,556
                                                   ============

12. EMPLOYEE BENEFIT PLANS

The Company has a 401(k) Plan, which covers substantially all employees in the
United States. Participants are permitted to make contributions of up to 15% of
their compensation not to exceed certain limits. The Company makes matching
contributions to the Plan at a rate not to exceed 3% of compensation as defined.
The Company contributed approximately $200,000, $150,000 and $190,000 to the
Plan during 2005, 2004 and 2003, respectively.

In addition, the Company has a 165(e) Plan that covers substantially all
employees in Puerto Rico. The Company made contributions of approximately
$25,000, $20,000 and $17,000 to the Plan during 2005, 2004, and 2003.


                                    Page 48
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

In March 1998, the Board of Directors authorized an Employee Stock Purchase
Plan, which covers substantially all employees. The Plan allows employees to
invest up to 10% of their base compensation through payroll deductions. The
purchase price will be 15% less than the fair market value on the last day of
the purchase period. The Company made contributions of approximately $515 to the
Plan during 2003. In accordance with the Plan document, the Plan terminated
automatically on March 1, 2004, the fifth anniversary of the Plan start date.

The Company has an Incentive Bonus Program; the Company made contributions of
$949,189 and $493,971 during 2005 and 2004 respectively, while no contributions
were made during 2003. Contributions are determined by the Company's pre-tax
income.

13. COMMITMENTS AND CONTINGENCIES

The Company is involved in litigation on a number of matters and is subject to
certain claims which arise in the normal course of business, none of which, in
the opinion of management, are expected to have a material adverse effect on the
Company's financial positions or cash flows.

In 2006, the Company will complete the regulatory dry docking for both of the
RORO barges.  The dry docking cost is estimated to range between $6.0 and $7.0
million.  Upon completion, both RORO barges will be certified for an additional
five years.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and Cash Equivalents - For those short-term instruments, the carrying
amount is a reasonable estimate of fair value.

Accounts Receivable and Accounts Payable- The carrying amounts of accounts
receivable and accounts payable approximate fair value due to the relatively
short maturities.

Long Term Debt - Interest rates that are currently available to the Company for
issuance of debt with similar terms and remaining maturities are used to
estimate fair value for debt instruments. For the year ended December 31, 2005
the estimated fair value of the Company's long-term debt were less than the
carrying values by approximately $997,266. This difference in the fair value and
the carrying value is based on the anticipated increase in the Company's
prime-lending rate over the life of the Company's fixed rate debt.


15. SEGMENTS

The Company's primary business is to transport freight from its origination
point in the continental United States to San Juan, Puerto Rico and from San
Juan, Puerto Rico to its destination point in the continental United States. The
Company provides a domestic trucking system and a barge vessel system, which
work in conjunction with each other to service its customers.

While each of the services that the Company performs related to the
transportation of goods may be considered to be separate business activities,
the Company does not capture or report these activities separately because all
activities are considered part of the Company's "Intermodal Model" for providing
customer service. (Intermodal is a term used to represent the variety of
transportation services the Company provides to move products from one location
to another, including but not limited to air, water, land and rail.) The Company
provides intermodal services to its customers from the continental United States


                                    Page 49
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

to San Juan, Puerto Rico. Customers are billed for the transportation of goods
from the point of origin to the final destination, and are not billed separately
for inland or marine transportation.

While the Company is able to track the expenses for these services separately,
the Company does not capture the revenues based on inland or marine
transportation because the results of revenues are not considered relevant to
the model currently employed by the Company. Instead the management and
directors of the Company make operating and reporting decisions based on the
total results of operations.

16. CONCENTRATION OF GEOGRAPHIC MARKET RISK

The Company transports freight between the Continental United States and Puerto
Rico for companies in diversified industries who have operations located there.
There is no one customer that comprises over 10% of the Company total revenues.
The Company performs periodic credit evaluations of the customer's financial
condition and as a condition of the extension of credit the customer agrees that
the Company shall have the right to exercise a lien against any shipment
tendered. At December 31, 2005 and 2004, accounts receivable was approximately
$15.1 million and $15.6 million respectively. Receivables are generally due
within 45 days. Credit losses have been within management's expectations. The
Company leases its tug charter from a single vendor, however the Company
believes this risk is mitigated by the availability of tugboat providers
currently in the market.




                                    Page 50
<PAGE>

TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED December 31, 2005, 2004 AND 2003 (continued)

17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                   March 31,            June 30,          September 30,        December 31,
Quarter Ended                                         2005                2005                2005                 2005
                                               -------------------  ------------------  ------------------   ------------------

<S>                                              <C>                  <C>                 <C>                  <C>
Operating revenues                               $   24,365,534       $   27,179,734      $    26,213,734      $    28,099,615
Operating income                                      3,529,791            5,095,066            4,265,371            5,360,073


Net income                                              975,801            2,510,292            1,586,030            2,762,242
Net income attributable to
      common shares                                     975,801            2,510,292            1,586,030            2,762,242
Net income per share -
      basic                                                0.08                 0.21                 0.13                 0.23
      diluted                                    $         0.08       $         0.20      $          0.13      $          0.22

                                                   March 31,            June 30,          September 30,        December 31,
Quarter Ended                                         2004              2004 (2)              2004               2004 (1)
                                               -------------------  ------------------  ------------------   ------------------

Operating revenues                               $   22,908,730       $   24,102,899      $    23,938,849      $    27,824,188
Operating income                                      1,052,715            1,660,296            1,976,925            3,906,724
Net income                                              359,158              988,823            1,154,205            1,938,424
Net income (loss) attributable to
      common shares                                     (91,796)             527,791              654,531            1,262,145
Net income (loss) per share -
      basic                                               (0.01)                0.04                 0.06                 0.11
      diluted                                    $        (0.01)      $         0.04      $          0.06      $          0.10


(1)   On December 1, 2004, the Company acquired K-Corp, a company whose shareholders were also controlling shareholders of
      Trailer Bridge, Inc. Prior to the acquisition, the Company leased two RO/RO vessels and a ramp system in San Juan,
      Puerto Rico. The Company financed this acquisition with a portion of the proceeds of the $ 85 million senior secured notes
      with a 9 1/4% fixed interest rate. This transaction was accretive in that the Company reduced its operating lease expense
      payments to K-Corp and incurred additional interest and depreciation which together resulted in a $213,591 increase in
      operating income for the month of December 2004. In connection with the $85 million senior secured notes, the Company paid
      off its existing credit facility which resulted in the write off of deferred loan costs of $381,523 in December 2004 , which
      increased interest expense and decreased net income of the same amount. Further, in connection with the acquisition of
      K-Corp, the Company redeemed the Preferred Stock Series B. In accordance with EITF D-42, the $456,298 excess of (1) fair
      value of the consideration transferred to the holders of the preferred stock over (2) the carrying amount of the preferred
      stock in the Company's balance sheet was subtracted from net earnings to arrive at net earnings available to common
      shareholders in the calculation of earnings per share.

(2)   In June 2004, the Company received a favorable legal determination regarding the Volume of Business Tax in the Guaynabo
      Municipality of Puerto Rico, which resulted in a $250,000 reversal, which increased operating income by the same amount.
</TABLE>



                                    Page 51
<PAGE>

<TABLE>
                                    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                      THREE YEARS ENDED December 31, 2005

                                         Allowance for Doubtful Accounts
                                         -------------------------------
<CAPTION>
                                  Balance at
                               Beginning of the   Charged to Costs       Deductions          Balance at end of
           Year                      year           and Expenses        (Chargeoffs)               year
           ----               -----------------   -----------------   ------------------    -----------------
           <S>                    <C>               <C>                 <C>                    <C>
           2005                   $ 421,099         $ 1,202,003         $ (1,016,385)          $ 606,717
           2004                     683,914           1,467,438           (1,730,253)            421,099
           2003                     895,772           1,687,894           (1,899,752)            683,914
</TABLE>

It is the policy of the company to write off receivables once is determined that
additional efforts of collection will not result in the receipt of the
receivable.


Item 9. Changes and disagreements with accountants on Accounting and
        Financial Disclosures.

        None



Item 9A. Controls And Procedures

         (a)      Under the supervision and with the participation of our
                  management, including our principal executive officer and
                  principal financial officer, we conducted an evaluation of our
                  disclosure controls and procedures, as such term is defined
                  under Rule 13a-15(e) promulgated under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), as of the end of
                  the period covered by this report. Based on their evaluation,
                  our principal executive officer and principal accounting
                  officer concluded that Trailer Bridge, Inc.'s disclosure
                  controls and procedures are effective.

         (b)      There has been no change in our internal control over
                  financial reporting identified in connection with the
                  evaluation referred to in paragraph (a) above that occurred
                  during the most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, our
                  internal control over financial reporting.

Item 9B.  Other Information

          None

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth information about the Company's equity
compensation plans.


                                    Page 52
<PAGE>

<TABLE>
                                           Equity Compensation Plan Information

<CAPTION>
                                                                                                  Number of securities remaining
                                        Number of securities to        Weighted-average           available for future issuance
                                        be issued upon exercise of     exercise price of          under equity compensation plans
                                        outstanding options,           outstanding options,       (excluding securities reflected
            Plan Category               warrants and rights            warrants and rights        in column (a))
--------------------------------------  ------------------------    -----------------------   -------------------------------------
<S>                                             <C>                         <C>                         <C>
Equity compensation plans appoved by
securities holder                               1,262,643                   $ 5.58                      44,194
                                        ------------------------  ----------------------- ---------------------------------

Equity compensation plans not appoved
by securities holders                   ------------------------  ----------------------- ---------------------------------

                Total                           1,262,643                   $ 5.58                      44,194
                                        ========================  ======================= =================================
</TABLE>






                                    Page 53
<PAGE>


         Incorporated by Reference

         The information called for by Item 10 -- "Directors and Executive
Officers of the Registrant", Item 11 -- "Executive Compensation", Item 12 --
"Security Ownership of Certain Beneficial Owners and Management", Item 13 --
"Certain Relationships and Related Transactions" and Item 14 "Principal
Accountant Fees and Services" is incorporated herein by this reference to the
Company's definitive proxy statement for its annual meeting of stockholders
scheduled to be held in May 2006 which definitive proxy statement is expected to
be filed with the Commission not later than 120 days after the end of the fiscal
year to which this report relates.






                                    Page 54
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)    Documents Filed as Part of this Report

       1.   Financial Statement Schedules:

            Schedule II - Valuation and Qualifying Accounts and Reserves, for
            each of the three years ended December 31, 2005, 2004 and 2003.

            All other schedules are omitted as the required information is not
            applicable or the information is presented in the Financial
            Statements and notes thereto in Item 8.

       2.   Exhibits.


                                  EXHIBIT INDEX

                   (Exhibits being filed with this Form 10-K)


EXHIBIT
NUMBER                               DESCRIPTION OF EXHIBITS
------                               -----------------------

3.1.1(5)         Amended and Restated Certificate of Incorporation of Trailer
                 Bridge, Inc.

3.2(1)           Form of Amended and Restated Bylaws of the Registrant

4.1              See Exhibits 3.1.1 and 3.2 for provisions of the Certificate
                 of Incorporation and Bylaws of the Registrant defining the
                 rights of holders of the Registrant's Common Stock

10.1(1)#         Form of Indemnification Agreement with Directors and
                 Executive Officers

10.2(1)          Bareboat Charter Party dated February 1992

10.2.1(1)        Amendment to Bareboat Charter Party dated December 31, 1994

10.2.2(1         Second Amendment to Bareboat Charter Party dated October 1995

10.2.3(1)        Third Amendment to Bareboat Charter Party dated March 1, 1997

10.2.4(2)        Fourth Amendment to Bareboat Charter Party dated June 30, 1997

10.2.5(6)        Fifth Amendment to Bareboat Charter Party dated March 30, 2002

10.8.13(5)       United States Government Guaranteed Ship Financing Bond, 1997
                 Series, Amended and Restated
                 September 30, 2003, in the amount of $10,515,000

10.8.14(5)       Trust Indenture, Second Supplement to Special Provisions

10.8.15(5)       United States Government Guaranteed Ship Financing Bond, 1997
                 Series II, Amended and Restated September 30, 2003, in the
                 amount of $16,918,000


                                    Page 55
<PAGE>

10.8.16(6)       Trust Indenture, Third Supplement to Special Provisions

10.8.17(6)       United States Government Guaranteed Ship Financing Bond, 1997
                 Series, Amended and Restated April 29, 2004, in the amount of
                 $10,515,000

10.8.18(6)       Trust Indenture, Third Supplement to Special Provisions

10.8.19(6)       United States Government Guaranteed Ship Financing Bond, 1997
                 Series II, Amended and Restated April 29, 2004, in the amount
                 of $16,918,000

10.8.20(7)       Trust Indenture, Fourth Supplement to Special Provisions

10.8.21(7)       Trust Indenture, Fourth Supplement to Special Provisions

10.8.22          Third Amendment to Amended and Restated Title XI Reserve
                 Fund and Financial Agreement dated as of December 1, 2004
                 by and between Trailer Bridge, Inc. and the United States
                 of America, represented by the Secretary of
                 Transportation, acting by and through the Maritime
                 Administrator.

10.9(1)          Agreement and Lease dated as of August 1, 1991 between the
                 Registrant and the Jacksonville Port Authority

10.9.1(1)        Amendment #5 to Exhibit B, Schedule of Fees and Charges

10.11(1)#        Incentive Stock Plan

10.11.1(1)#      Form of Stock Option Award Agreement

10.11.2(4)#      Amendment No. 1 to Trailer Bridge, Inc. Stock Incentive Plan

10.11.3(4)#      Trailer Bridge, Inc. Non-Employee Director Stock Incentive Plan

10.11.4(4)#      Form of Non-Employee Director Stock Option Award Agreement

10.24(6)#        Employment Agreement dated as of April 5, 2003 between Trailer
                 Bridge, Inc. and William G. Gotimer, Jr.

10.25(8)#        Employment Agreement dated as of August 5, 2004 between Trailer
                 Bridge, Inc. and John D. McCown

10.25.4(10)      Amendment No. 2 to Loan and Security Agreement dated as
                 of December 1, 2004, by and between Trailer Bridge, Inc.,
                 as Borrower, and Congress Financial Corporation
                 (Florida), as Agent and the Lenders from time to time
                 party thereto, as Lenders.

10.28.1(10)      Indenture dated as of December 1, 2004 between Trailer Bridge,
                 Inc. and Wells Fargo Bank, National Association, as Trustee.

10.28.2(10)      Form of 9 1 / 4 % Senior Secured Note due 2011 (incorporated by
                 reference to Exhibit A to Exhibit 10.28.1 hereof).


                                    Page 56
<PAGE>

10.28.3(10)      Security Agreement dated as of December 1, 2004 between Trailer
                 Bridge, Inc. and Wells Fargo Bank, National Association, as
                 Trustee.

10.28.4(10)      Assignment of Earnings dated as of December 1, 2004 between
                 Trailer Bridge, Inc. and Wells Fargo Bank, National
                 Association, as Trustee.

10.28.5(10)      Assignment of Insurances dated as of December 1, 2004 between
                 Trailer Bridge, Inc. and Wells Fargo Bank, National
                 Association, as Trustee.

10.28.6(10)      First Preferred Vessel Mortgage dated as of December 1, 2004
                 between Trailer Bridge, Inc. and Wells Fargo Bank, National
                 Association, as Trustee.

10.28.7(10)      Mortgage and Security Agreement dated as of December 1, 2004
                 between Trailer Bridge, Inc. and Wells Fargo Bank, National
                 Association, as Trustee.

10.29.1(10)      Purchase Agreement dated as of November 16, 2004 among Trailer
                 Bridge, Inc. and the Initial Purchasers named therein.

10.29.2(10)      Registration Rights Agreement dated as of December 1, 2004
                 between Trailer Bridge, Inc. and Wells Fargo Bank, National
                 Association, Trustee.

23.2(11)         Consent of BDO Seidman, LLP, independent registered public
                 accounting firm

31.1(11)         Certification of Chief Executive Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
                 or 15d-14(a) under the Securities Exchange Act of 1934

31.2(11)         Certification of Financial Officer Pursuant to Section 302 of
                 the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under
                 the Securities Exchange Act of 1934

32.1(11)         Certification of Trailer Bridge, Inc.'s Chief Executive Officer
                 and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
                 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2003)

99.1(9)          Shares Acq1uisition Agreement dated as of July 23, 2004 by and
                 between the Estate of Malcom P. McLean, Kadampanttu Corp., and
                 Trailer Bridge, Inc.


#        Management contract or compensatory plan or arrangement.

(1)      Incorporated by reference to the indicated exhibit to the Company's
         Registration Statement on Form S-1 (File No. 333-28221) that became
         effective on July 23, 1997.

(2)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-Q for the quarter ended September 30, 1997.


                                    Page 57
<PAGE>

(3)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 1997.

(4)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 2000.

(5)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-Q for the quarter ended September 30, 2003.

(6)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 2004.

(7)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-Q for the quarter ended June 30, 2004.

(8)      Incorporated by reference to the indicated exhibit to the Company's
         Form 10-Q for the quarter ended September 30, 2004.

(9)      Incorporated by reference to the indicated exhibit to the Company's
         Form 8-K dated July 28, 2004.

(10)     Incorporated by reference to the indicated exhibit to the Company's
         Registration Statement on Form S-4 (File No. 333-122783) which was
         filed on February 15, 2005.

(11)     Filed herewith.



                                    Page 58
<PAGE>


         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on this twenty-eight day of March 2006.

                                        TRAILER BRIDGE, INC.


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


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                                      TITLE                                      DATE
     ---------                                      -----                                      ----

<S>                               <C>                                                      <C>
/s/ John D. McCown                Chairman of the Board and Chief Executive Officer        March 30, 2006
---------------------------       and Director (Principal Executive Officer)
John D. McCown


/s/ Mark A. Tanner                Vice President -- Administration and Chief Financial     March 30, 2006
---------------------------       Officer (Principal Financial and Accounting Officer)
Mark A. Tanner


                                  Director                                                 March 30, 2006
---------------------------
Nickel van Reesema



/s/ Allen L. Stevens              Director                                                 March 30, 2006
---------------------------
Allen L. Stevens


/s/ Peter Shaerf                  Director                                                 March 30, 2006
---------------------------
Peter Shaerf


___________________________       Director                                                 March 30, 2006
Malcom P. McLean, Jr.


___________________________       Director                                                 March 30, 2006
Greggory B. Mendenhall


/s/ Robert P. Burke               Director                                                 March 30, 2006
---------------------------
Robert P. Burke
</TABLE>



                                    Page 59