Exhibit 10.12

              Trailer Bridge, Inc. Employee Stock Purchase Plan


   The purpose of the 1998 Employee Stock Purchase Plan is to make available
   to eligible employees of Trailer Bridge, Inc. ( the "COMPANY"), and
   certain related companies a means of purchasing shares of Trailer Bridge,
   Inc. Common Stock through voluntary, regular payroll deductions.  The Plan
   is not subject to the provisions of the Employee Retirement Income
   Security Act of 1974, but is intended to qualify as an "Employee Stock
   Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
   amended (the "CODE").  The Plan shall be administered interpreted and
   construed in accordance with Section 423 of the Code.

   Participation in the Plan is entirely voluntary, and the Company makes no
   recommendations to employees as to whether they should or should not
   participate.

   II.  DEFINITIONS

   2.1.  DEFINITIONS.  The following words and phrases shall have the
   following meanings:

   "ADMINISTRATOR" means the entity or person designated to act as
   Administrator of the Plan pursuant to SECTION 6.1.

   "BASE COMPENSATION" means gross compensation for the relevant pay period,
   including overtime pay, but excluding all bonuses, severance pay, any
   extraordinary pay, or expense allowances or reimbursements, moving
   expenses and income from restricted stock or stock option awards.  For
   these purposes, gross compensation includes an amount that would be
   included in taxable income but for the fact that it was contributed to a
   qualified plan pursuant to an elective deferral under Section 401(k) of
   the Code or contributed under a salary reduction agreement pursuant to
   Section 125 of the Code.

   "BOARD" means the Board of Directors of Trailer Bridge, Inc.

   "BROKER" means a duly licensed securities dealer, broker or agent
   designated to act as Broker of the Plan pursuant to Section 6.2.

   "COMMITTEE" means the Compensation Committee of the Board, which shall
   consist entirely of non-employee directors (as defined in Rule 16b-3).

   "COMPANY" means Trailer Bridge, Inc..

   "COMMON STOCK" means Trailer Bridge, Inc.'s Common Stock, par value $.01
   per share.

   "CODE" has the meaning set forth in ARTICLE I.

   "ELIGIBLE EMPLOYEE"  means any employee of Trailer Bridge, Inc. Company,
   excluding any employee (a) whose customary employment with the employee's
   Employer is 20 hours or less per week, (b) whose customary employment with
   the employee's Employer is not for more than five months in any calendar
   year, or (c) who immediately after the grant of an option under this Plan
   to the employee would (in accordance with the provisions of Sections 423
   and 424(d) of the Code) own stock possessing 5% or more of the total
   combined voting power or value of all classes of stock of the "employer
   corporation" or of its "PARENT CORPORATIONS" or "SUBSIDIARY CORPORATIONS,"
   as defined in Section 424 of the Code.

   "EMPLOYER" means, with respect to any Participant, the Trailer Bridge,
   Inc. Company of which the Participant is an Eligible Employee.

   "FAIR MARKET VALUE" means, with respect to a share of Common Stock, the
   Last Trade price (Closing Price reported) of a share of Common Stock as
   reported by the NASDAQ (or by the principal national stock exchange on
   which the Common Stock is then listed) on the date of valuation, if such
   date is a business day, or the immediately preceding business day, if such
   date is not a business day.

   "INDEMNIFIED PERSON" has the meaning set forth in SECTION 9.2.

   "INITIAL OFFERING PERIOD" means the Offering Period commencing on the Plan
   Start Date.

   "1933 ACT" means the Securities Act of 1933, as amended.

   "OPTION"  means an option granted pursuant to this Plan at the beginning
   of each Offering Period to acquire Common Stock

   "PURCHASE DATE" means the last day of each Offering Period.

   "OFFERING PERIOD" means each six months during the period beginning on the
   Plan Start Date unless the Plan is terminated earlier.

   "PAYROLL DEDUCTION ACCOUNT" means, with respect to each Participant, the
   amounts credited to the Participant's account from the payroll deductions
   made by the Participant under this Plan, less any amounts withdrawn from
   such account (for payment of Common Stock, payment to the Participant,
   payment of withholding and other taxes or amounts or payment of other
   obligations or amounts).

   "PARTICIPANT"  has the meaning set forth in SECTION 3.2.

   "PLAN" means the Trailer Bridge, Inc. 1998 Employee Stock Purchase Plan as
   the same may be amended from time to time.

   "PLAN START DATE" means March 1, 1998.

   "RELATED CORPORATION" means any present or future corporation which (i)
   would be a "subsidiary corporation" or "parent corporation" of Trailer
   Bridge, Inc. as such terms are defined in Section 424 of the Code, and
   (ii) is designated as a participating employer in this Plan by the Board.
   Kadampanattu Corp. has been so designated as a related corporation in this
   Plan.  Kadampanattu Corp. shall reimburse Trailer Bridge, Inc. for the
   participation of Kadampanattu Corp. employees.

   "RULE 16B-3" means Rule 16b-3 under the 1933 Act.

   "STOCK ACCOUNT" means, with respect to each Participant, the number of
   whole shares of Common Stock credited under this Plan to the Participant's
   account.  Dividends with respect to shares of Common Stock credited to a
   Participant's Stock Account shall be paid to the Participant and shall not
   be held in either the Participant's Stock Account or Payroll Deduction
   Account.

   "TRAILER BRIDGE, INC." means Trailer Bridge, Inc. or a Related
   Corporation.

   III.  PARTICIPATION

   3.1  ELIGIBLE EMPLOYEES.  Subject to ARTICLE VIII, all Eligible Employees
   as of the beginning of each Offering Period may participate in the Plan
   for such Offering Period at their election.

   3.2  PARTICIPATION PROCEDURES.  If an Eligible Employee does not otherwise
   have an election to become a Participant in effect, each Eligible Employee
   choosing to participate in the Plan (herein called a "PARTICIPANT") during
   an Offering Period shall enroll as a Participant in the Plan by filing
   with the Participant's Employer a completed enrollment form (authorized by
   the Administrator) prior to any deadline determined by the Company.

   3.3.  EMPLOYEE CONTRIBUTIONS.  Subject to other limitations provided in
   this Plan, a Participant may contribute under the Plan a minimum of one
   percent (1%) and a maximum of ten percent (10%) of the Participant's Base
   Compensation. An enrollment form and payroll deduction authorization will
   remain effective for each Offering Period until terminated in writing by a
   Participant or until the Participant is no longer eligible to participate
   in the Plan.  The payroll deduction authorization may be reduced or
   terminated at any time by the Participant's written request submitted to
   the Participant's Employer; PROVIDED, HOWEVER, that a Participant may not
   recommence or increase payroll deductions until the beginning of the next
   Offering Period, nor may a Participant make more than one revision of the
   Participant's payroll deduction authorization in any Offering Period.
   Termination of deductions shall constitute withdrawal from the Plan as set
   forth in SECTION 3.5 and cancellation of any outstanding Options of the
   Participant.  Reduction or termination of deductions will become effective
   as soon as practicable after a Participant's written request is received
   by the Participant's Employer.

   3.4.  PARTICIPANT RESTRICTION.  Notwithstanding any provisions of this
   Plan to the contrary, no Participant will be granted an option under this
   Plan which would permit the Participant's rights to purchase shares of
   stock under all employee stock purchase plans of Trailer Bridge, Inc. and
   "parent corporations" and "subsidiary corporations" (within the meaning of
   Section 424 of the Code)  to accrue at a rate which exceeds $25,000 of the
   Fair Market Value of such stock (determined at the time each Option is
   "GRANTED" (within the meaning of Code Section 423(b) (8)) for each
   Calendar year during which any Option granted to such Participant is
   outstanding at any time, as provided in Sections 423 and 424(d) of the
   Code.

   3.5.  WITHDRAWAL FROM PLAN.  A Participant may withdraw from the Plan
   (thereby canceling all Options then in existence) at any time by giving
   written notice to the Participant's Employer and to the Administrator.
   The Administrator shall, as soon as practicable after receiving written
   notice of a Participant's withdrawal from the Plan, cause to be delivered
   to the Participant a check representing any funds held to the credit of
   the Participant's Payroll Deduction Account.  A Participant who has
   withdrawn from the Plan may thereafter reenter the Plan by following the
   procedure described under SECTION 3.2, but not sooner than the beginning
   of the next Offering Period after the Participant has withdrawn from
   participation.

   3.6.  TERMINATION OF PARTICIPANT's EMPLOYMENT.  Upon termination of a
   Participant's employment  from the Trailer Bridge, Inc. Companies for any
   reason, including death or disability, the Participant's Stock Account and
   Payroll Deduction Account in the Plan shall be closed, and all existing
   Options held by the Participant shall be canceled.  The Administrator
   shall, as soon as practicable after termination of a Participant's
   employment, cause to be delivered to the Participant or the Participant's
   estate or the Participant's designated beneficiary as provided below, a
   check representing any funds held to the credit of the Participant's
   Payroll Deduction Account.  In the event of a Participant's death, the
   Participant's Common Stock and Payroll Deduction Account shall be
   delivered and paid to the estate of such Participant or to a beneficiary
   designated by the Participant in writing on a form approved by the
   Administrator.

   IV.  OPTIONS TO PURCHASE STOCK; MAXIMUM SHARES AVAILABLE

   4.1. MAXIMUM SHARES.  The maximum number of shares which shall be issued
   under the Plan, subject to adjustment upon changes in Common Stock under
   ARTICLE VII, shall be 150,000 shares.

   4.2.  OFFERINGS.  Subject to ARTICLE XIII, the Company shall make
   consecutive offerings on the beginning of each Offering Period to
   Participants to purchase Common Stock as long as shares authorized remain
   available for issuance.  Each offering as of the beginning of each
   Offering Period shall be the total number of shares authorized under
   SECTION 4.1, less the number of shares issued by purchases of Common Stock
   under SECTION 5.5 in prior Offering Periods.

   V.  PURCHASE OF STOCK PURSUANT TO OPTIONS

   5.1. PAYROLL DEDUCTION ACCOUNTS.  Each Trailer Bridge, Inc. Company will
   deduct from its Participants' paychecks such amounts as have been
   authorized by the Participants and, promptly after the end of each month,
   remit to the Administrator all amounts so deducted during the month,
   together with a report showing each Participant and the amounts allocable
   to the Payroll Deduction Account of each Participant.  All payroll
   deductions made by the Participant shall be credited to his or her account
   under the Plan. All deductions in each account will be used to purchase
   Common Stock for the individual on each Purchase Date.

   5.2.  STOCK ACCOUNTS.  The Administrator will open and maintain a Stock
   Account in the name of each Participant to which will be credited all
   shares of Common Stock purchased for the Participant's benefit.
   Participant's shares will be automatically deposited into accounts as soon
   as practicable after each Purchase Date.  The Participant shall have the
   right to sell all or any part of the shares held in the Participant's
   Stock Account, pursuant to the procedures established by the
   Administrator.

   5.3.  GRANT OF OPTIONS AND PURCHASE.  Subject to Article VIII,  each
   person who is a Participant on the first day of an Offering Period will as
   of the first day of such Offering Period be granted an Option for such
   period.  Such Option will be for the number of whole shares of Common
   Stock to be determined by dividing(a) the balance in the Participant's
   Payroll Deduction Account on the Purchase Date, by (b) the purchase price
   per share of Common Stock determined under Section 5.4 below; PROVIDED,
   HOWEVER, that the quotient in this SECTION 5.3 shall be rounded down to a
   whole number.  The number of shares of Common Stock receivable by each
   Participant upon exercise of an Option for an Offering Period shall be
   reduced, on a substantially proportionate basis, in the event that the
   number of shares then available under the Plan is otherwise insufficient.

   5.4.  PURCHASE PRICE.  The purchase price of each share of Common Stock
   sold pursuant to the exercise of an Option shall be 0.85 multiplied by the
   Fair Market Value of the Common Stock on the last day of the Offering
   Period.

   5.5.  EXERCISE OF OPTIONS. Each person who is a Participant in the Plan on
   the Purchase Date will be deemed to have exercised on the Purchase Date
   the Option granted to the Participant for that Offering Period.  Upon such
   exercise, the balance of the Participant's Payroll Deduction Account shall
   be applied to the purchase of the number of whole shares of Common Stock
   determined under SECTION 5.3, and the amount of shares of Common Stock
   purchased shall be credited to the Participant's Stock Account.  In the
   event that the balance of the Participant's Payroll Deduction Account
   following an Offering Period is in excess of the total purchase price of
   the shares of Common Stock so sold, the balance of the Payroll Deduction
   Account shall be returned to the Participant; PROVIDED,HOWEVER, that if
   the balance in the Payroll Deduction Account consists solely of an amount
   equal to the value of a fractional share it will be retained in the
   Payroll Deduction Account and carried over to the next Offering Period.
   No fractional shares shall be issued hereunder.

   Notwithstanding anything herein to the contrary, Trailer Bridge, Inc.'s
   obligation to sell and deliver shares of Common Stock under the Plan is
   subject to the approval required of any governmental authority in
   connection with the authorization, issuance, sale or transfer of such
   shares, to any requirements of the NASDAQ or any national securities
   exchange applicable thereto, and to compliance by Trailer Bridge, Inc.
   with other applicable legal requirements in effect from time to time,
   including without limitation any applicable tax withholding requirements.

   5.6. NO ASSIGNMENT OF PARTICIPANT's INTEREST IN PLAN.  A Participant may
   not assign, sell, transfer, pledge, hypothecate or alienate any Options or
   other interests in or rights under the Plan. Options Under the Plan are
   exercisable by a Participant during the Participant's lifetime only by the
   Participant.  All employees shall have the same rights and privileges
   under the Plan.

   5.7.  VESTING.  Each Participant will immediately acquire full ownership
   of all shares of Common Stock at the time such shares are credited to the
   Participants Stock Account.

   5.8.  DELIVERY OF STOCK. Participant's shares will be automatically
   deposited into accounts as soon as practicable after each Purchase Date.

   5.9  DIVIDENDS, SPLITS AND DISTRIBUTIONS.  Any stock dividends or stock
   splits in respect of shares held in the Participant's Stock Account will
   be credited to the Participant's account without charge.  Any
   distributions to holders of Common Stock or other securities or rights to
   subscribe for additional shares of Common Stock will be sold and the
   proceeds will be handled in the same manner as a cash dividend, unless the
   Participant instructs the Administrator to the contrary.

   5.10. VOTING RIGHTS.  The Administrator will deliver to each Participant
   as promptly as practicable, by mail or otherwise, all notices of meetings,
   proxy statements and other material distributed by Trailer Bridge, Inc. to
   its stockholders.  The full shares of Common Stock in each Participant's
   Stock Account will be voted in accordance with the Participant's signed
   proxy instructions duly delivered to the Administrator or pursuant to any
   other method of voting available to holders of Common Stock. There will be
   no charge to the Participant for the Administrator's retention of delivery
   of stock certificates, or in connection with notices, proxies or other
   such material.

   5.11. NO INTEREST TO BE PAID.  No interest will be paid to or credited to
   the Payroll Deduction Accounts or Stock Accounts of the Participants.

   VI.  ADMINISTRATION OF PLAN

   6.1.  THE ADMINISTRATOR AND THE COMMITTEE.  To carry out the purposes of
   the Plan, the Committee shall appoint an Administrator.  The Administrator
   may be any company or individual that the Committee deems qualified,
   including Trailer Bridge, Inc.  The Administrator shall be responsible for
   the implementation of the Plan, including allocation of funds and stock to
   the Payroll Deduction Accounts and Stock Accounts and keeping adequate and
   accurate records for the Participants.

   The Committee shall be entitled to adopt and apply guidelines and
   procedures consistent with the purposes of the Plan. In order to
   effectuate the purposes of the Plan, the Committee shall have the
   discretionary authority to construe and interpret the Plan, to supply any
   omissions therein, to reconcile and correct any errors or inconsistencies,
   to decide any questions in the administration and application of the Plan,
   and to make equitable adjustments for any mistakes or errors made in the
   administration of the Plan, and all such actions or determinations made by
   the Committee, and the application of rules and regulations to a
   particular case or issue by the Committee, in good faith, shall not be
   subject to review by anyone but shall be final, binding and conclusive on
   all persons ever interested hereunder.

   6.2. BROKER.  The Administrator may, in its discretion, with the consent
   and approval of the Committee, appoint a Broker.  The Broker may be any
   company or individual, company or companies that the Committee deems
   qualified;  PROVIDED, HOWEVER, that the Broker shall be a licensed
   security dealer, broker, or agent authorized to make purchases and sales
   of Common Stock.

   6.3  REPORTING TO PARTICIPANTS.  The Administrator will send to each
   Participant a statement at the end of each six month period (or such other
   period as determined by the Committee in its sole discretion).

   Each such statement shall contain information concerning transactions in
   the Participant's Payroll Deduction Account and Stock Account during the
   relevant period and reflect the balance in the Participants Payroll
   Deduction Account and Stock Account at the end of such period.

   VII.  ADJUSTMENT UPON CHANGES IN COMMON STOCK

   7.1.  CHANGES IN COMMON STOCK.  If any change is made in the Common Stock
   (through merger, consolidation, reorganization, recapitalization, stock
   dividend, dividend in property other than cash, stock split, liquidating
   dividend, combination of shares, exchange of shares, change in corporate
   structure or otherwise), the Administrator may make appropriate
   adjustments in the number of shares and price per share of Common Stock
   subject to the Plan or to any Option granted under the Plan.

   7.2.  DISSOLUTION; MERGER; CAPITAL REORGANIZATION; ETC.  In the event of
   (i) a dissolution or liquidation of Trailer Bridge, Inc.;  (ii) a merger
   or consolidation in which Trailer Bridge, Inc. is not the surviving
   corporation, or a reverse merger in which Trailer Bridge, Inc. is the
   surviving corporation but the shares of Common Stock by virtue of the
   merger are converted into other property, whether in the form of
   securities, cash or otherwise;  or (iii) any other capital reorganization
   in which more than 50 percent of the shares of Common Stock entitled to
   vote are exchanged, the Plan shall terminate, unless another corporation
   assumes the responsibility of continuing the operation of the Plan or the
   Committee determines in its discretion that the Plan shall nevertheless
   continue in full force and effect.  If the Committee elects to terminate
   the Plan, the Administrator shall send to each Participant a stock
   certificate representing the number of whole shares to which the
   Participant is entitled.  In addition, the Administrator shall send checks
   drawn on the Plan's account to each Participant in an amount equal to the
   funds held to the credit of such Participant's Payroll Deduction Account.

   7.3.  COMPANY's RIGHT TO RESTRUCTURE, ETC. The grant of any right to a
   Participant pursuant to the Plan shall not affect in any way the right or
   power of Trailer Bridge, Inc. to make adjustments, reclassifications,
   reorganizations or changes of its capital or business structure or to
   merge or to consolidate or to dissolve, liquidate or sell, or transfer all
   or any part of its business or assets.

   VII.  AMENDMENT;  TERMINATION OF PLAN

   8.1.  AMENDMENT AND TERMINATION.  Trailer Bridge, Inc., acting through the
   Committee, reserves the right to amend or terminate the Plan at any time
   or times; PROVIDED, HOWEVER, any amendment that would require the consent
   of stockholders under applicable law, rule or regulation (including,
   without limitation, the Code, the Exchange Act or any self regulatory
   organization such as a national securities exchange), will not be made
   unless such stockholders' consent is obtained.

   In addition, the Plan shall terminate automatically on the fifth
   anniversary of the Plan Start Date, or on any Purchase Date when
   Participants become entitled to purchase a number of shares greater than
   the number of reserved shares remaining available for purchase, subject to
   the allocation of remaining shares pursuant to the last sentence of
   SECTION 5.3.  Upon termination of the Plan, all amounts held in the
   Payroll Deduction Accounts shall, to the extent not used to purchase
   shares of Common Stock, be refunded to the Participants entitled thereto.

   IX.  MISCELLANEOUS

   9.1.  EXPENSES OF PLAN.  The Broker's brokerage commissions, if any,
   incurred in connection with purchases of Common Stock under the Plan, and
   the Administrator's administrative charges for maintaining Participants'
   accounts relating to purchases of securities and all other expenses of
   administering or maintaining the Plan will be paid by the Company.  If the
   Company is acting as Administrator, no expenses will be charged to the
   Participants.

   9.2.  INDEMNIFICATION.  In the event and to the extent not insured against
   under any contract of insurance with an insurance company, Trailer Bridge,
   Inc. shall indemnify and hold harmless each "INDEMNIFIED PERSON," as
   defined below, against any and all claims, demands, suits, proceedings,
   losses, damages, interest, penalties, expenses (specifically including,
   but not limited to, counsel fees to the extent approved by the Board or
   otherwise provided by law, court costs and other reasonable expenses of
   litigation), and liability of every kind, including amounts paid in
   settlement, with the approval of the Board, arising from any action or
   course of action related to the Indemnified Person's act or acts or
   failure to act.  Such Indemnity shall apply regardless of whether such
   claims, demands, suits, proceedings, losses, damages, interest, penalties,
   expenses and liability arise in whole or in part from (a) the negligence
   or other fault of the Indemnified Person, or (b) from the imposition on
   such Indemnified Person of any civil penalties or excise taxes pursuant to
   the Code or any other applicable laws;  except when the same is judicially
   determined to be due to gross negligence, fraud, recklessness, or willful
   or intentional misconduct of such Indemnified Person.  "INDEMNIFIED
   PERSON" shall mean each member of the Board, the Administrator, each
   member of the Committee and each other employee of any Trailer Bridge,
   Inc. Company who is allocated fiduciary responsibility hereunder.

   9.3.  NO CONTRACT OF EMPLOYMENT INTENDED.  The granting of any rights to
   and Eligible Employee under this Plan shall not constitute an agreement or
   understanding, express or implied, on the part of any Trailer Bridge, Inc.
   Company, to employ such Eligible Employee for any specified period.

   9.4.  GOVERNING LAW.  The construction, validity and operation of this
   Plan shall be governed by the laws of the State of Florida.

   9.5.  SEVERABILITY OF PROVISIONS.  If any provision of this Plan is
   determined to be invalid, illegal or unenforceable, such invalidity,
   illegality or unenforceability shall not affect the remaining provisions
   of this Plan, but such invalid, illegal or unenforceable provisions shall
   be fully severable, and the Plan shall be construed and enforced as if
   such provision had never been inserted herein.

   9.6.  NO LIABILITY OF TRAILER BRIDGE, INC.  Neither Trailer Bridge, Inc.,
   its directors, officers or employees of the Committee, nor any Related
   Corporation which is in existence or hereafter comes into existence, shall
   be liable to any Participant or other person if it is determined for any
   reason by the Internal Revenue Service or any Court having jurisdiction
   that the Plan does not qualify under Section 423 of the Code.

   IN WITNESS WHEREOF, the Company has caused this Plan to be adopted
   effective as of the Plan Start Date.


                                  Trailer Bridge, Inc.


                                  By:________________________________
                                  Name: _____________________________
                                  Title:_____________________________