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, 1999
                         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 whether the registrant (1) has filed all report 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. [ ]

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 March 23, 2000 was
$4,657,500 (based upon $1.50 per share being the average of the closing bid and
asked price on that date as reported by NASDAQ). In making this calculation the
issuer has assumed, without admitting for any purpose, that all executive
officers and directors of the registrant are affiliates.

As of March 30, 2000, 9,777,500 shares of the registrant's common stock, par
value $.01 per share, were outstanding.


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE: The information set forth under Part III,
Items 10, 11, 12, and 13 of this Report is incorporated by reference from the
registrant's definitive proxy statement for the 2000 annual meeting of
stockholders that will be filed no later than 120 days after the end of the year
to which this report relates.

                                     PART I

         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. Trailer Bridge is the only company
serving markets governed by the Jones Act that exclusively operates marine
vessels fully configured to carry 48' and 53' long, 102" wide, "high-cube"
equipment. This configuration enables the Company to achieve equipment
utilization rates and other operating efficiencies not readily available to
traditional ocean carriers that primarily use smaller capacity equipment, such
as 40' containers.

         Trailer Bridge's differentiated service quickly gained the acceptance
of U.S. to Puerto Rico shippers, leading to rapid growth and high equipment
utilization. In 1993, the Company's first full year of operation, Trailer Bridge
achieved a 93% outbound (continental U.S. to Puerto Rico) vessel utilization
rate and captured 5% of the continental U.S. to Puerto Rico marine freight
market. In response to the rapid market share gains experienced by Trailer
Bridge, 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 from 266 to 416 48' equivalent truckload units.

         Trailer Bridge increased its vessel capacity again in 1998 when it took
delivery of four 403' long container carrying barges designed specifically for
the Company's integrated truckload marine transportation system and bearing the
Company's Triplestack Box Carrier(TM) trade name. The first Triplestack Box
Carrier(TM) was delivered to the Company in January 1998. A fifth vessel was
delivered in February 1999. The Triplestack Box Carriers(TM) are versatile,
low-draft vessels that have a capacity of 213 53' containers, stacked three-high
on a single deck. The first three vessels are currently deployed in the
Company's Puerto Rico freight operation. During the first nine months of 1999
three vessels were utilized in a Newark, New Jersey - Jacksonville, Florida -
San Juan service. As two vessels can provide weekly service between
Jacksonville, Florida and San Juan, Puerto Rico, the addition of the third
vessel permits the addition of a Newark, New Jersey/Jacksonville, Florida leg.
At the beginning of the fourth quarter of 1999 this deployment was realigned
with two of the vessels providing direct service between Jacksonville, Florida
and San Juan, Puerto Rico. The third Triplestack Box Carrier was utilized to
provide a sailing on alternate weeks directly between Newark, New Jersey and San
Juan, Puerto Rico. During 1999 the fourth and fifth Triplestack Box Carriers
were not in service. In the first quarter of 2000 both the fourth and fifth
Triplestack Box Carriers were chartered for a portion of the quarter under
short-term charters.

         OPERATIONS

         At December 31, 1999, Trailer Bridge operated a fleet of 140 tractors,
1,355 high-cube trailers, 2,499 53' high cube containers and 1,998 53' chassis
which transport truckload freight between the Company's Jacksonville and Newark
port facilities and inland points in the U.S. The Company also provides full
truckload service between interior points within the continental U.S., primarily
to increase equipment utilization, minimize empty miles and maximize revenue
while repositioning equipment to carry Puerto Rico bound freight. The Company
maintains a centralized dispatch and customer service 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


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<PAGE>


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, 1999, Trailer Bridge operated two 736' triple-deck,
roll-on/roll-off (ro/ro) ocean-going barges and three 408' 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 4,000
horsepower diesel-powered tug. The tugs are time-chartered and are manned by
employees of two unaffiliated tug owners. Compared to a self-propelled vessel, a
towed barge has reduced Coast Guard manning requirements and higher fuel
efficiency. Similarly, the large number of U.S. tugs available for charter
provides the Company with a reliable source for towing services.

         MARKETING AND CUSTOMERS

         The Company's sales and marketing function is led by senior management
and sales professionals based in Jacksonville, San Juan and other key strategic
U.S. cities. These sales personnel aggressively market Trailer Bridge to
shippers as a customer-oriented provider of value-priced 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 is involved. Nonetheless, the Company also believes
that it provides enhanced service that results from its single company control
of the entire freight movement over land and water. This service frees the
customer from the operational complexities of coordinating the interface between
over-the-road and marine service. The Company's customer service philosophy has
generated increased demand from existing customers for additional equipment and
sailings and has led to ongoing relationships with customers such as
DaimlerChrysler, General Motors, K Mart, WalMart, Hanes/Sara Lee, Georgia
Pacific, Baxter Healthcare, General Electric and DuPont.

         The Company has a diversified customer base. Typical shipments to
Puerto Rico include furniture, consumer goods, toys, new and used cars and
apparel. Typical shipments from Puerto Rico include health products,
electronics, shoes and scrap aluminum. Management intends to continue the
Company's efforts both to increase business with existing customers and add new
core carrier relationships.

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

         VESSELS

         At December 31, 1999, the Company 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. Four lanes on each vessel have been
converted to carry new and used automobiles on car decks that allow
approximately 11 cars to fit in the space previously used for one 48' 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.

         At December 31, 1999 the Company operated three Triplestack Box
Carriers(TM) that are single deck barges designed to carry 53' containers. The
first of the Triplestack Box Carriers was delivered to the Company in January
1998 and the fifth and final Triplestack Box Carrier was delivered in February
1999. 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. 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


                                       3
<PAGE>


from the holds of large cargo ships and instead directly access the deck of the
vessel via simple and movable linear planks. The Company has filed for patent
protection for its unique system consisting of the vessels and their related
loading and unloading method.

         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 separate ramp
structures. The Company has the exclusive right to use a floating ramp structure
in San Juan under the charter agreement, with an affiliate, 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. In the first two quarters of 1998 the Company
utilized a floating ramp structure in Jacksonville under the charter agreement,
with an affiliate, for the two 736' by 104' triple-deck roll-on/roll-off barges.
Following the completion of the land-based ramp the Company retained the unused
floating ramp structure in Jacksonville, Florida to be used as an alternative
and to explore its use at other ports. Each of the floating ramps experienced
operational difficulties in 1998 and 1999 resulting in significant additional
operating expenses for the Company. Certain of these additional operating
expenses have been reimbursed by the affiliate that owns the ramp structures.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

         SAN JUAN

         In September 1998, Hurricane Georges struck Puerto Rico causing
extensive damage on the island. During this storm, the floating loading ramp
used by the Company was damaged. The Company contracted for the ramp to be
re-floated and repaired. The top section of the structure was partially removed.
In January 1999 the ramp was successfully re-floated. The ramp was repaired and
returned to active cargo operations for the first two decks in March 1999. The
top section was reinstalled in early April 1999 at which time full operations
resumed on all three decks. Repairs on the ramp structure continued through July
1999 leading to increased operating cost. The actual cost of re-floating the
ramp structure and its repair was insured and the Company received reimbursement
of these expenses, less a $50,000 deductible.

         JACKSONVILLE

         In May 1998, the Company ceased using the floating ramp structure in
Jacksonville when it was replaced by a land-based ramp structure built by the
Jacksonville Port Authority. The Company retained the unused floating ramp
structure in Jacksonville, Florida to be used as an alternative and to explore
its use at other ports. In December 1998 the Jacksonville floating ramp
structure suffered a casualty and became submerged in Jacksonville. The
Company's naval engineers and the representatives of the insurer insuring the
ramp structure determined that the structure had suffered irreparable damage.
The owner of the ramp structure, an affiliate of the Company, with the consent
of the Company, contracted for the removal of the ramp structure as a wreck. The
Company believes the cost of such removal is covered by the Company's liability
insurance and will be reimbursed to the owner of the ramp structure. The ramp
structure was insured for insured perils of the sea. The Company filed a claim
under this policy for the $3.7 million insured value of the ramp structure,
because the ramp structure was struck by an unidentified vessel leading to it's
sinking. The proceeds of this claim, if any, were assigned to the Company by the
owner of the ramp structure, an affiliate of the Company, in August 1999. As of
December 10, 1999, the insurer had not offered to pay the claim in a manner
acceptable to the Company. In December 1999, the Company recovered, from an
affiliate, $3.7 million of excess operating and maintenance expenses incurred
during the period that the Company had limited use of the floating ramp system.
In return, the Company waived any right to any insurance proceeds from the
casualty to the floating ramp system.  The affiliate has an additional claim
under the same policy.


                                       4
<PAGE>


         REVENUE EQUIPMENT

         Trailer Bridge's equipment strategy is to operate modern tractors and
trailers in order to (i) reduce fuel, maintenance and parts costs, (ii) increase
reliability, and (iii) help attract and retain drivers. At December 31, 1999,
the Company had 135 line haul tractors and 5 day cabs. The line haul power units
are conventional tractors that, among other amenities preferred by drivers,
include the pro sleeper package. The day cabs are used for local city work in
Jacksonville. The Company's practice is to trade or replace its tractors on a
450,000-mile cycle that generally occurs during the fourth year.

         The Company has designed and built units to transport automobiles on
its vessels. These units, designated by the Company as Vehicle Transport
Modules(TM), or VTM's(TM), can hold up to three vehicles and provide an
efficient unit for loading and unloading. The Company built 303 of these units
and has applied for patent protection on the design of the units.

         At December 31, 1999, the Company operated 1,355 dry van trailers, 991
of which were 48' x 102" models and 364 of which were 53' x 102" models. At
December 31, 1999 the Company operated 2,499 53' containers and 1,998 chassis.
At December 31, 1999 the Company operated 303 Vehicle Transport Modules.  The
Company's current practice is to trade or replace owned trailers on a seven-year
cycle and replace leased trailers with owned trailers as leases expire.

         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 differentiating it from many 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 dedicated routes and regional positions to support operations, while
providing more predictable home time for its drivers. The Company believes its
driver turnover of 35% in 1999 is well below that typically reported by other
truckload carriers despite an industry-wide driver shortage and vigorous
competition for drivers.

         FUEL AVAILABILITY AND COST

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

         Although the Company pays for the marine fuel used by the large tugs it
charters, the actual fuel loading is controlled by tug crew personnel employed
by the tug owner. The fuel is purchased and loaded in each of the ports served
by the Company, primarily Jacksonville, Florida, at nearby fuel facilities
during cargo loading operations. By negotiating directly with fuel vendors for
its marine fuel needs, the Company has obtained better prices than it would have
otherwise been able to attain.

         Trailer Bridge does not engage in any fuel hedging activities.

         In the fourth quarter of 1999 and the first quarter of 2000 due to the
increased cost of fuel, the Company instituted fuel surcharges to its customers,
pursuant to its tariff. The fuel surcharges for domestic truck movements are
charged on a per mile basis while the fuel surcharges on movements to and from
Puerto Rico are assessed on a per move basis.


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<PAGE>


         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 three 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 Company
headquarters, the truck operations center, the San Juan office and the marine
terminals in Jacksonville, San Juan and Newark. The system enhances the
Company's operating efficiency by providing cost effective access to detailed
information concerning available equipment, loads, shipment status and specific
customer requirements, and permits the Company to respond promptly and
accurately to customer requests.

         The Company's electronic data interchange ("EDI") capability allows
customers to tender loads, receive load confirmation, check load status and
receive billing information via computer. The Company's EDI system also is
designed to accelerate receivables collection. The Company's largest customers
require EDI service from their core carriers. Management believes that advanced
technology will be required by an increasing number of large shippers as they
reduce the number of carriers they use in favor of core carriers. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Year 2000".

         COMPETITION

         The Company currently competes with four carriers for freight moving
between the U.S. and Puerto Rico where its market share during 1999 was
approximately 11%. The current operators in the Puerto Rico trade are Navieras
de Puerto Rico ("NPR"), CSX Lines, Inc., Crowley Liner Services, Sea Star Line
and Trailer Bridge. Based on available industry data for 1999, NPR has
approximately 29% of the market and operates three container vessels configured
to carry primarily 40' marine containers. CSX Lines, Inc., a subsidiary of CSX
Corporation, has approximately 24% of the market and operates four container
vessels that also carry mainly 40' containers. Crowley Liner Services, a
subsidiary of privately held Crowley Maritime Corp., has approximately 26% of
the market and operates roll-on/roll-off barges in various services between the
U.S. and Puerto Rico. Although Crowley now uses some 48' and 53' trailers, its
main equipment size is 45' trailers. Sea Star Line, owned primarily by Matson
Navigation Company, Inc. and Saltchuk Resources, Inc., parent of Totem Ocean
Trailer Express, Inc. has approximately 10% of the market with two combination
ro/ro container vessels.

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

         The truckload segment of the trucking industry is highly competitive
and fragmented, and no carrier or group of carriers dominates the market. The
Company's non-Puerto Rico 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


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<PAGE>


service-sensitive freight. There are other trucking companies, including
diversified carriers with larger fleets and possessing substantially greater
financial resources than the Company.

         REGULATION

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

         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, owned 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.

         EMPLOYEES

         At December 31, 1999, Trailer Bridge had 282 employees, 141 of whom
were drivers.


         Item 2. Properties

         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 75 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 17.8 acres near Interstate 95, approximately 2 miles from
the Company's marine terminal on Blount Island. In addition to the office
building, the property includes an 11,400 square foot tractor maintenance shop
where oil changes and light preventative maintenance are performed, a trailer
washing facility, a drivers' lounge and parking space for tractors and trailers.
The Company also owns a contiguous parcel of undeveloped property consisting of
approximately 9.2 acres.

         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 11 Puerto
Rico administrative and sales personnel are based.

         PORT FACILITIES

         The Company utilizes port facilities in Jacksonville, San Juan and Port
Newark, New Jersey 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


                                       7
<PAGE>


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 $1.5 million per year. The Company's marine terminal in San Juan
consists of two berthing areas and 35 acres that the Company utilizes on a
preferential basis under a stevedoring services agreement with the contractor
who provides cargo-handling services. This agreement, which expires in 2006,
calls for the Company to make fixed payments as well as payments based upon
total cargo volume and the prevailing wharfage rates of the Puerto Rico Ports
Authority. The Company's marine operations in Newark, New Jersey consist of five
acres utilized pursuant to a service agreement with a third party and a berthing
agreement with the Port Authority of New York and New Jersey that expires in
2002. The Company believes its present port facilities are sufficient for its
current operations.


         Item 3. Legal Proceedings

         The Company commenced an action against one of its competitors at the
Surface Transportation Board ("STB") in July 1999. The complaint alleges that
Sea Star Line, LLC, a competitor of the Company in the Puerto Rico trade is
being operated in a manner inconsistent with a profit, constituting an unfair
practice under the ICC Termination Act, 49 U.S.C. Section 14701. Sea Star filed
a motion to dismiss the complaint in August 1999. In December 1999 the STB
denied the motion to dismiss the complaint and permitted the suit to proceed.
The Company is currently in the discovery process and will present its evidence
that Sea Star is operating in violation of the ICC Termination Act in Fall 2000.
The Company is seeking unspecified money damages and injunctive relief. There is
no counterclaim against the Company.

         The Company commenced a joint action at the Federal Maritime Commission
("FMC") against the Puerto Rico Ports Authority ("PRPA") with Crowley Liner
Services, a competitor in the Puerto Rico trade, in January 2000. The complaint
alleged that the PRPA is improperly charging the Company dockage and wharfage
charges based upon a new tonnage measurement that effectively triples the
Company's tonnage from historical amounts. The Complaint alleges that the PRPA,
in violation of the Shipping Act of 1984, 46 U.S.C. app. 1710 (the "Shipping
Act"), is engaging in unjust and unreasonable charges; engaging in unjust and
unreasonable application of a tariff schedule; and engaging in unjust and
unreasonable practices. Additionally, the complaint alleges that the PRPA has
breached a settlement agreement entered into by the parties, among others, in
1996. The complaint seeks an order of the FMC to the PRPA to cease and desist
assessment of such excessive charges; establish a just and reasonable charge and
an award of unspecified monetary damages to the Company. The Company has
continued to pay the historical dockage and wharfage charges to date.

         The Municipality of Guaynabo, Puerto Rico is asserting that Trailer
Bridge, Inc. has failed to pay tax based on the revenue that the Company
generated in such municipality. This matter has been in dispute for a number of
years but in late 1998 the municipality asserted a deficiency for approximately
$280,000 against the Company. The Company believes that this amount is incorrect
in a number of respects, including claims for certain years that have been
extinguished by the statute of limitations. Applicable case law has found that
the tax in question is violative of the Constitution of the United States since
it does not provide a mechanism for apportioning the tax among different
jurisdictions. Since that decision, the law in question has remained unchanged
and in the Company's opinion remains unconstitutional. The Company has commenced
litigation in Puerto Rico against the municipality to lift the notice of
deficiency. As part of the litigation the Company has posted a bond for the full
amount of the deficiency. While the Company believes that the tax in question is
unconstitutional, it nonetheless is pursuing a settlement to avoid undue
expense. The Company believes that the matter will be settled for substantially
less than the $280,000 deficiency.

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


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<PAGE>


         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 1999.


                                     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.

         The following table represents the high and low sales price since its
initial trading date.


                 1997                           High             Low
                 ----                           ----             ---

          Third Quarter (from July 29)          14               10 1/4
          Fourth Quarter                        13 3/4            8 3/8

                 1998
                 ----

          First Quarter                         10 7/8            6 3/4
          Second Quarter                        10 3/8            3 1/2
          Third Quarter                          5 1/8            1 25/32
          Fourth Quarter                         2 7/8            1 1/2

                 1999
                 ----

          First Quarter                          4 15/32          1 15/32
          Second Quarter                         3 3/8            1  5/8
          Third Quarter                          2 3/32           1  7/16
          Fourth Quarter                         1 15/16          1  5/32

         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 19, 2000 there were 40 stockholders of record in addition
to approximately 1,100 stockholders whose shares were held in nominee name.


                                       9
<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>
                                                                 1995           1996           1997          1998            1999
                                                                 ----           ----           ----          ----            ----
                                                                        (In thousands, except per share amounts)
<S>                                                            <C>            <C>            <C>            <C>            <C>
STATEMENT OF OPERATIONS DATA:

 Operating revenues .....................................      $ 62,531       $ 63,148       $ 66,389       $ 77,241       $ 88,552


  Operating income (loss) ...............................      $  8,778       $ 44,425      ($  1,816)     ($  3,046)     ($    120)

  Net income (loss) (pro forma for
  1995 to 1997)(1) ......................................      $  4,360       $  2,073      ($  2,416)     ($  2,516)     ($  2,136)

  Net income (loss) (pro forma for 1995
  to 1997) per common share .............................      $    .65       $    .31      ($    .30)     ($    .26)     ($    .22)

  BALANCE SHEET DATA:

  Working capital (deficit) .............................     ($  4,697)     ($  1,719)      $ 13,980       $  3,963       $    613

  Total assets ..........................................      $ 20,226       $ 24,764       $ 76,894       $ 89,229       $ 88,063


  Long-term debt, capitalized leases and
  due to affiliate(2) ...................................      $ 13,461       $ 13,879       $ 37,335       $ 44,056       $ 47,101


Stockholders' equity (deficit) ..........................      $  2,673       $  6,045       $ 33,860       $ 31,344       $ 29,208
</TABLE>


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

(1)      Until the Company's initial public offering the Company operated as an
         S Corporation under the Internal Revenue Code and the laws of the
         states that recognize S Corporation status. As a result, the Company's
         taxable earnings were taxed directly to the Company's then-existing
         stockholders. Pro forma net income assumes that the Company was subject
         to federal and state income taxes and was taxed as a C Corporation at
         the effective tax rates that would have applied for all periods. See
         Notes to the Financial Statements. Effective July 29, 1997, the Company
         became subject to federal and state income taxes.

(2)      Includes current maturities.


                                       10
<PAGE>


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

         RESULTS OF OPERATIONS

         Year ended December 31, 1999 Compared to Year ended December 31, 1998

         Operating revenues increased $11.4 million, or 14.6%, to $88.6 million
during 1999 from $77.2 million during 1998. This increase was due to a $10.7
million or 14.8% increase in total Puerto Rico revenue to $83.5 million through
the utilization of additional capacity in the Puerto Rico market. Non-Puerto
Rico revenue increased $575,627 or 12.9% compared to 1998. Core trailer volume
to Puerto Rico increased 25.9% in 1999 compared to 1998, and total car and other
volume increased 47.5% compared to 1998. As a result, core trailer revenue to
Puerto Rico increased $9.3 million or 21.3% and car and other revenue increased
$6.3 million or 40.7% compared to 1998. Revenue from shipper owned or leased
equipment moving to Puerto Rico decreased $411,776 or 8.4% from 1998. Revenue
from northbound shipments from Puerto Rico increased $853,386 or 10.2% from
1998.

         While overall volume to and from Puerto Rico increased 16.4% in 1999,
related revenue increased only $10.7 million or 14.8% compared to 1998 implying,
an overall yield reduction of 1.4%. Vessel capacity deployed on the core
continental U.S. to Puerto Rico traffic lane increased 7.6% during 1999 compared
to 1998. Vessel capacity utilization on the core continental U.S. to Puerto Rico
traffic lane was 83.3% during 1999, compared to 77.4% during 1998.

         In September 1998, Hurricane Georges struck Puerto Rico causing
extensive damage on the island. During this storm, the Company's floating
loading ramp was damaged. The Company contracted for the ramp to be re-floated
and repaired. The top section of the structure was partially removed. In January
1999 the ramp was successfully re-floated. The ramp was repaired and returned to
active cargo operations for the first two decks in March 1999 and the third deck
in May 1999 at which time normal operations resumed. The cost of re-floating the
ramp structure and its repair was insured and the Company received reimbursement
of these expenses, less a $50,000 deductible.

         The inability to utilize the San Juan ramp necessitated alternative
methods of discharging and re-loading the two roll-on, roll-off vessels that
nearly quadrupled cargo operations time while at the same time reducing
available vessel space. The resulting schedule tightness and uncertainty
exacerbated costs beyond those directly related to San Juan cargo operations,
including trucking costs on the mainland. The Company's goal during this period
of disruption was to continue to provide a high level of service to customers
despite certain adverse cost consequences. Such additional operating cost in the
first quarter of 1999 was $2.4 million and in the second quarter of 1999
$700,000. The $3.1 million of estimated additional costs related to the
hurricane situation included $1.6 million in operating and maintenance costs
(comprised primarily of stevedoring and port related items), $1.3 million in
rent and purchased transportation (comprised primarily of terminal equipment
rental, trucking expense in San Juan and the U.S. and revenue equipment rental),
$150,852 in salaries and wages, $17,449 in insurance and claims and $61,885 in
communications and other operating expenses.

          During the third quarter of 1999 the Company had one less voyage than
scheduled of its large roll-on, roll-off vessels due to Hurricane Floyd. The
tugboat that was towing the Company's vessel the week of the storm suffered a
casualty and needed to be replaced. While neither the Company's vessel nor its
cargo was damaged by this marine casualty, the time and recovery efforts of
substituting a new tug caused a major schedule disruption that resulted in one
less roll-on, roll-off voyage.

         During the fourth quarter of 1999 the Company recognized a recovery of
certain operating and maintenance expenses from an affiliate in the amount of
$3,710,000 related to non-recurring excess costs associated with the
unavailability of the floating ramp system that the Company utilizes pursuant to
the charter of its large roll-on, roll-off vessels from that affiliate.


                                       11
<PAGE>


          During the first nine months of 1999 three of the Company's
Triplestack Box Carrier (TM) vessels were utilized in a Newark, New Jersey -
Jacksonville, Florida - San Juan service. As two vessels can provide weekly
service between Jacksonville, Florida and San Juan, Puerto Rico, the addition of
the third vessel permitted the addition of a Newark, New Jersey/Jacksonville,
Florida leg. At the beginning of the fourth quarter of 1999 this deployment was
realigned with two of the vessels providing direct service between Jacksonville,
Florida and San Juan, Puerto Rico. The third Triplestack Box Carrier(TM) was
utilized to provide a sailing on alternate weeks directly between Newark, New
Jersey and San Juan, Puerto Rico.

          Operating expenses for 1999 increased $8.4 million or 10.4% from 1998
to $88.7 million. This increase was due to an increase in expenses associated
with an overall 21.8% increase in Puerto Rico volume, and the $3.1 million in
additional costs related to the inefficiency of servicing the ro/ro vessels
while the San Juan ramp structure was out of service and/or being repaired,
partially offset by the $3.7 million non-recurring reimbursement of floating
ramp system expenses. As a result, the Company's operating ratio decreased to
100.1% during 1999 from 103.9% during 1998.

          Interest expense (net) increased $2.3 million or 222.4% in 1999 to
$3.3 million in 1998 from $1.0 million in 1998 due to increased average long-
term debt outstanding, increased amounts outstanding under the Company's revolv-
ing line of credit, a reduction of capitalized interest related to Title XI
debt, higher interest rates and less interest income earned on short-term
investments.

          As a result of the factors described above and after application of
income taxes, the Company reported a net loss of $2.1 million for 1999 compared
to net loss of $2.5 million in 1998.


         Year ended December 31, 1998 Compared to Year ended December 31, 1997

         Operating revenues increased $10.8 million, or 16.3%, to $77.2 million
during 1998 from $66.4 million during 1997. This increase was due to an $11.8
million or 19.4% increase in total Puerto Rico revenue to $72.8 million through
the utilization of additional capacity in the Puerto Rico market, offset by a
$1.0 million or 18.5% decrease in non-Puerto Rico revenue. Core trailer volume
to Puerto Rico increased 38.8% in 1998 compared to 1997, and total car and other
volume increased 20.6% compared to 1997. As a result, core trailer revenue to
Puerto Rico increased $9.5 million or 27.6% and car and other revenue increased
$1.5 million or 10.6% compared to 1997. Revenue from shipper owned or leased
equipment moving to Puerto Rico increased $796,187 or 19.3% from 1997. Revenue
from northbound shipments from Puerto Rico increased $65,591 or .8% from 1997.

         While trailer volume to and from Puerto Rico increased 30.0% in 1998,
related revenue increased only $11.8 million or 19.4% compared to 1997 implying,
an overall yield reduction of 8.1%. Vessel capacity deployed on the core
continental U.S. to Puerto Rico traffic lane increased 47.3% during 1998
compared to 1997. Vessel capacity utilization on the core continental U.S. to
Puerto Rico traffic lane was 75.1% during 1998, compared to 84.1% during 1997.

         In September 1998, Hurricane Georges struck Puerto Rico causing
extensive damage on the island. During this storm, the Company's floating
loading ramp was damaged. The Company contracted for the ramp to be re-floated
and repaired. The top section of the structure was partially removed. In January
1999 the ramp was successfully re-floated. The ramp was repaired and returned to
active cargo operations for the first two decks in March 1999 and the third deck
in May 1999 at which time normal operations resumed. The cost of re-floating the
ramp structure and its repair was insured and the Company received reimbursement
of these expenses, less a $50,000 deductible.

         The owner of the San Juan ramp structure waived $600,000 in charter
hire payments in the third quarter of 1998 to partially offset the expected
additional costs incurred by the Company due to the unavailability of the San
Juan ramp structure.

         The Company reported an operating loss of $3.0 million for 1998
compared to operating income, excluding the nonrecurring, non-cash charge for
compensation, of $6.7 million for 1997. The Company


                                       12
<PAGE>


recorded a nonrecurring, non-cash charge for compensation and a credit to paid-
in capital of $8.5 million during 1997. This charge represented the difference
between the exercise price of the option and the initial public offering price
of $10.00 per share.

         Operating income was negatively impacted by $3.4 million of additional
costs related to the disruption caused by the loss of use of the San Juan ramp
structure resulting from Hurricane Georges. The $3.4 million of estimated
additional costs included $1,622,613 in additional operating and maintenance
costs (comprised primarily of stevedoring and port related items), $1,450,427 in
additional rent and purchased transportation expense (comprised primarily of
terminal equipment rental, trucking expense in San Juan and the U.S. and revenue
equipment rental), $117,954 in salaries and wages, $102,374 in insurance and
claims and $67,715 in communications and other operating expenses.

         The inability to utilize the San Juan ramp structure necessitated
alternative methods of discharging and re-loading the two ro/ro vessels. Instead
of typical cargo operations of between 14 and 16 hours at the Company's San Juan
terminal, the two ro/ro vessels utilized other terminals where total cargo
operations required between 48 and 50 hours. While the ramp was out of service,
the middle deck of the ro/ro vessels remained inaccessible to trailers and could
be used only for vehicles, which resulted in sub-optimum utilization of
one-third of vessel space.

         The additional time required to service the ro/ro vessels in San Juan
resulted in schedule tightness that required most cargo operations to be
performed during weekends where higher overtime rates applied. This schedule
tightness and the resultant uncertainty affected costs in addition to those
directly related to San Juan cargo operations, including trucking costs on the
mainland. The Company's goal during this period of disruption, which lasted
longer than expected, was to continue to provide a high level of service to
customers despite certain adverse cost consequences. The Triplestack Box
Carriers(TM) do not utilize the floating ramp structure and were not adversely
affected by Hurricane Georges.

         Operating expenses for 1998 increased $20.6 million or 34.5% from 1997
exclusive of the charge for compensation in 1997 discussed above. This increase
was due to an increase in expenses associated with an overall 30.0% increase in
Puerto Rico volume, and the $3.4 million in additional costs related to the
inefficiency of servicing the ro/ro vessels while the San Juan ramp structure
was out of service and the impact of the commencement of the new coastwise
service. As a result, the Company's operating ratio increased to 103.9% during
1998 from 89.9% during 1997 exclusive of the charge for compensation in 1997.

         Interest expense (net) increased $487,138 or 88.8% to $1.1 million in
1998 from $548,631 in 1997 due to increased average long-term debt outstanding,
increased amounts outstanding under the Company's revolving line of credit and
less interest income earned on short-term investments.

         As a result of the factors described above including the charge for
compensation in 1997 and after application of income taxes, the Company reported
a net loss of $2.5 million for 1998 compared to pro forma net loss of $2.4
million in 1997.

         LIQUIDITY AND CAPITAL RESOURCES

         Net cash used by operations was $1.0 million in 1999 compared to net
cash provided by operations of $40,447 in 1998. This represented a decrease of
$1.1 million from 1998. Net cash used in investing activities of $5.0 million in
1999 reflects $6.5 million of capital expenditures, which were primarily
attributable to payments for the purchase of containers and chassis, partially
offset by $1.0 million in proceeds from the sale of older equipment. Net cash
provided from financing activities was $2.9 million compared to $6.6 million in
1998 representing a decrease of $3.7 million. Net cash provided from financing
activities of $2.9 million consisted of $7.0 million in borrowing under a
revolving line of credit, partially offset by payments of $4.0 million of notes
payable. The Company received a waiver of certain financial ratios related to
its revolving line of credit at December 31, 1999. New financial covenants have
been established based upon the Company's 2000 business plan. The Company is
current on all payments related to all of its financial obligations and
anticipates remaining so in the future without any extension of scheduled
payments necessary. The Company will make no further draws under the revolving
line of credit.


                                       13
<PAGE>


         At December 31, 1999 cash amounted to $2.4 million, working capital was
$613,246, and stockholders' equity amounted to $29.2 million. Management
believes that cash flow generated from operations and transactions with an
affiliate will allow the Company to meet its working capital requirements,
anticipated capital expenditures and other obligations at least through calendar
2000.

         YEAR 2000

         Management recognized the potential effect Year 2000 could have on the
Company's operations and, as a result, implemented a Year 2000 Compliance
Project.

         The Company's computer hardware, operating systems, dispatch
applications, PC network and other desktop applications are Year 2000 compliant
as certified by the various vendors and application consultants. Year 2000
compliance for general accounting applications were implemented throughout the
year. Total costs incurred with the Company's Year 2000 compliance project have
been reflected in the Company's income statement throughout 1998 and 1999, and
were approximately $75,000 in 1998 and $15,000 in 1999. Additional costs of the
Company's Year 2000 are not expected to be significant.

         The Company has not experienced Year 2000 problems with any of its
information systems, or with any of its customers, suppliers or other third
parties. Business is continuing as usual, and the Company will continue to
monitor its information systems and third parties for any possible disruption.

         The Company does not anticipate any problems, although there can be no
assurance that the Company will continue to be successful in avoiding all
possible problems. In particular, there can be no assurance that the Company
will not be affected adversely by the failure of a vendor, customer, or other
third party that is affected by Year 2000 issues arising later. However, in
dealing with the remaining Year 2000 issues, the Company believes, based on the
absence of any Year 2000 problems to date, that the impact of the Year 2000
issue and its associated costs will not have a material impact on the Company's
results of operations, liquidity and financial condition.

         INFLATION

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

         SEASONALITY

         The Company's 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 fourth calendar quarter of each
year in anticipation of Christmas. This seasonality was not as pronounced in
1999 as it had been in previous years.


                                       14
<PAGE>


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


<TABLE>
<CAPTION>
                                                1998                                                    1999
                                                ----                                                    ----
By Quarter
                              First       Second       Third        Fourth       First       Second       Third         Fourth
                              -----       ------       -----        ------       -----       ------       -----         ------

<S>                          <C>          <C>          <C>          <C>          <C>         <C>          <C>           <C>
Operating revenues           $16,347      $18,408      $18,852      $23,633      $22,751     $22,686      $20,626       $22,489

Operating income (loss)          286          411         (398)      (3,345)      (2,078)        140       (2,246)        4,063(1)

Net income (loss)                 69          149         (436)      (2,299)      (1,684)       (399)      (1,955)        1,901

</TABLE>

(1)         See Notes 4 and 15 to the Financial 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 economic recessions, severe weather, changes
in demand for transportation services offered by the Company, and changes in
rate levels for transportation services offered by the Company.


         Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         The Company is exposed to market risk from changes in interest rates.
For certain debt instruments, a change in interest rates affects the amount of
interest expense incurred. The debt instruments subject to changes in interest
rates are the $15,550,000 revolving line of credit with a weighted average
interest rate of 8.3%


         Item 8.  Financial Statements and Supplementary Data

         TRAILER BRIDGE, INC.

         Financial Statements for the Three Years in the Period Ended December
31, 1999 and Independent Auditors' Report

                                   * * * * * *


                                       15
<PAGE>


TRAILER BRIDGE, INC.

Financial Statements for the Three Years
in the Period Ended December 31, 1999
and Independent Auditors' Report


<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Trailer Bridge, Inc. (the
"Company") as of December 31, 1999 and 1998, and the related statements of
operations, changes in stockholders' equity, and cash flows for the three years
in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Trailer Bridge, Inc. as of December 31, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States of America.


                             Deloitte & Touche, LLP

Certified Public Accountants
Jacksonville, Florida
March 30, 2000


<PAGE>


TRAILER BRIDGE, INC.

BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                        1999            1998
<S>                                                                 <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $  2,445,750   $  5,561,996
  Trade receivables, less allowance for doubtful
    accounts of $1,368,514 and $1,093,403                             12,535,138     13,491,451
  Other receivables                                                       76,498      1,376,576
  Due from affiliate                                                   2,750,200        552,134
  Prepaid expenses                                                     1,202,443        840,887
                                                                     -----------    -----------

           Total current assets                                       19,010,029     21,823,044

PROPERTY AND EQUIPMENT, net                                           63,086,924     62,054,638

GOODWILL, less accumulated amortization of
  $358,101 and $311,322                                                  810,841        857,620

RESTRICTED CASH AND INVESTMENTS                                          691,419      1,190,918

OTHER ASSETS                                                           4,463,425      3,302,869
                                                                     -----------    -----------

TOTAL ASSETS                                                        $ 88,062,638   $ 89,229,089
                                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                  $  7,460,770   $  7,341,141
  Accrued liabilities                                                  3,793,885      6,017,108
  Current portion of notes payable                                     4,615,862      3,988,067
  Current Portion of Revolving Line of Credit                          1,942,750              -
  Current portion of capital lease obligations                            83,010         42,945
  Unearned revenue                                                       499,506        470,684
                                                                     -----------    -----------
           Total current liabilities                                  16,453,033     17,859,945

NOTES PAYABLE, less current portion                                   26,762,440     31,399,115

REVOLVING LINE OF CREDIT, less current portion                        13,606,250      8,550,000

CAPITAL LEASE OBLIGATIONS, less current portion                           89,657         76,102
                                                                     -----------    -----------

TOTAL LIABILITIES                                                     18,396,783     57,885,162
                                                                     -----------    -----------

COMMITMENTS (Notes 4, 7 and 12)

STOCKHOLDERS' EQUITY:
 Preferred stock, $.01 par value, 1,000,000 shares
   authorized; no shares issued or outstanding
 Common stock, $.01 par value, 20,000,000 authorized
   shares; 9,777,500 shares outstanding                                   97,775         97,775
 Additional paid-in capital                                           37,982,818     37,982,818
 Accumulated deficit                                                  (8,873,085)    (6,736,666)
                                                                     -----------    -----------

          Total stockholders' equity                                  29,207,508     31,343,927
                                                                     -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 88,062,638   $ 89,229,089
                                                                     ===========    ===========
</TABLE>

See notes to financial statements.


                                       2
<PAGE>


TRAILER BRIDGE, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              1999            1998            1997

<S>                                                       <C>             <C>             <C>
OPERATING REVENUES                                        $ 88,552,088    $ 77,240,644    $ 66,388,577

OPERATING EXPENSES:
  Salaries, wages, and benefits                             16,171,939      16,284,073      14,722,568
  Compensation expense recognized
    for stock option                                                                         8,528,670
  Rent and purchased transportation:
    Related party                                            7,336,500       6,736,500       7,500,000
    Other                                                   27,449,734      20,305,185      10,019,705
  Fuel                                                       6,645,479       5,701,701       5,617,199
  Operating and maintenance (exclusive of
    depreciation shown separately below)                    18,541,337      19,849,857      12,869,034
  Taxes and licenses                                           610,669         558,866         452,275
  Insurance and claims                                       1,962,541       2,061,199       1,900,334
  Communications and utilities                                 820,735         825,309         587,655
  Depreciation and amortization                              4,731,153       3,527,662       2,597,887
  Other operating expenses                                   4,402,351       4,435,941       3,409,127
                                                           -----------     -----------     -----------
                                                            88,672,438      80,286,293      68,204,454
                                                           -----------     -----------     -----------
OPERATING LOSS                                                (120,350)     (3,045,649)     (1,815,877)

NONOPERATING INCOME (EXPENSE):
  Interest expense, net:
    Related party                                                                             (278,641)
    Other                                                   (3,339,382)     (1,035,769)       (269,990)
  Gain (loss) on sale of equipment, net                         81,499         207,255         (80,851)
                                                           -----------     -----------     ------------
                                                            (3,257,883)       (828,514)       (629,482)
                                                           -----------     -----------     ------------

LOSS BEFORE PROVISION AND PRO FORMA
  PROVISION FOR INCOME TAXES                                (3,378,233)     (3,874,163)     (2,445,359)
BENEFIT FOR INCOME TAXES                                     1,241,814       1,358,133         426,566
                                                           -----------     -----------     -----------

NET LOSS BEFORE PRO FORMA PROVISION
  FOR INCOME TAXES                                          (2,136,419)     (2,516,030)     (2,018,793)
PRO FORMA PROVISION FOR INCOME TAXES (NOTE 2)                                                 (397,329)
                                                           -----------     -----------     -----------

PRO FORMA NET LOSS (NOTE 2)                               $ (2,136,419)   $ (2,516,030)   $ (2,416,122)
                                                           ===========     ===========     ===========

PRO FORMA NET LOSS
  PER COMMON SHARE
    Basic                                                 $      (0.22)   $      (0.26)   $      (0.30)
                                                           ===========     ===========     ===========
    Diluted                                               $      (0.22)   $      (0.26)   $      (0.30)
                                                           ===========     ===========     ===========
</TABLE>


See notes to financial statements.


                                       3
<PAGE>
TRAILER BRIDGE, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                         Retained
                                              Common Stock            Additional         Earnings
                                       ----------------------------     Paid-in        (Accumulated
                                          Shares         Amount         Capital          Deficit)            Total
                                       -------------- ------------- ---------------- ----------------- ----------------

<S>                                      <C>            <C>           <C>               <C>              <C>
BALANCE, JANUARY 1, 1997                 6,672,500      $ 66,725      $    (66,300)     $  6,044,119     $  6,044,544
  Compensation expense recognized
    for stock options                                                    8,528,670                          8,528,670
  Distributions to stockholders                                          1,060,212        (8,245,962)      (7,185,750)
  Net proceeds from initial public
    offering of common stock             3,105,000        31,050        28,460,236                         28,491,286
  Net loss                                                                                (2,018,793)      (2,018,793)
                                        ----------       -------       -----------       -----------      -----------

BALANCE, DECEMBER 31, 1997               9,777,500        97,775        37,982,818        (4,220,636)      33,859,957
  Net loss                                                                                (2,516,030)      (2,516,030)
                                        ----------       -------       -----------       -----------      -----------

BALANCE, DECEMBER 31, 1998               9,777,500        97,775        37,982,818        (6,736,666)      31,343,927
  Net loss                                                                                (2,136,419)      (2,136,419)
                                        ----------       -------       -----------       -----------      -----------

BALANCE, DECEMBER 31, 1999               9,777,500      $ 97,775      $ 37,982,818      $ (8,873,085)    $ 29,207,508
                                        ==========       =======       ===========       ===========      ===========
</TABLE>


See notes to financial statements.


                                       4
<PAGE>
TRAILER BRIDGE, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         1999                1998              1997

<S>                                                                 <C>                <C>                <C>
OPERATING ACTIVITIES:
  Net loss                                                          $  (2,136,419)     $  (2,516,030)     $  (2,018,793)
  Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
      Depreciation and amortization                                     4,731,153          3,574,132          2,597,887
      Provision for uncollectible accounts                              2,001,439          1,040,721            381,691
      (Gain) loss on sale of equipment                                    (81,499)          (207,255)            80,851
      Compensation expense recognized for stock options                                                       8,528,670
      Deferred income taxes                                            (1,241,814)        (1,332,642)          (652,876)
      Change in assets and liabilities:
      (Increase) decrease in:
        Trade receivables                                              (1,045,126)        (6,784,572)           176,581
        Other receivables                                               1,300,078         (1,235,237)          (141,339)
        Due from affiliate                                             (2,198,066)          (612,434)
        Prepaid expenses                                                 (361,556)           (75,912)           199,996
        Other assets                                                       81,258             59,936             67,014
      Increase (decrease) in:
        Accounts payable                                                  119,629          5,203,890            155,830
        Accrued liabilities                                            (2,223,223)         2,618,250            763,759
        Unearned revenue                                                   28,822            307,600            (60,543)
                                                                     ------------       ------------       ------------

           Net cash (used in) provided by operating activities         (1,025,324)            40,447         10,078,728
                                                                     ------------       ------------       ------------

INVESTING ACTIVITIES:
  Due to affiliate                                                                                           (4,592,892)
  Purchases and construction of property and equipment                 (6,548,900)       (36,172,044        (20,434,204)
  Proceeds from the sale of equipment                                   1,039,370          1,126,390             31,764
  Decrease (increase) in restricted cash and investments                  499,499         19,718,986        (20,909,904)
                                                                     ------------       ------------       ------------

           Net cash used in investing activities                       (5,010,031)       (15,326,668)       (45,905,236)
                                                                     ------------       ------------       ------------

FINANCING ACTIVITIES:
  Proceeds from borrowings on notes payables                                               1,746,591         31,740,797
  Proceeds from borrowings on revolving line of credit                  7,000,000          8,550,000
  Proceeds from sale of common stock                                                                         28,491,286
  Payments on notes payable                                            (4,008,880)        (3,476,069)        (3,650,278)
  Payments of dividends                                                                   (7,185,750)
  Debt issue costs                                                                          (210,450)          (909,729)
  Payments on capital lease obligations                                   (72,011)           (39,300)           (41,294)
                                                                     ------------       ------------       ------------

           Net cash provided by financing activities                    2,919,109          6,570,772         48,445,032
                                                                     ------------       ------------       ------------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                                     (3,116,246)        (8,715,449)        12,618,524

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            5,561,996         14,277,445          1,658,921
                                                                     ------------       ------------       ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                              $   2,445,750      $   5,561,996      $  14,277,445
                                                                     ============       ============       ============

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH
INVESTING AND FINANCING ACTIVITIES:
Cash paid for state income taxes                                    $      25,673      $     134,127      $      46,145
                                                                     ============       ============       ============

Cash paid for interest, net of amount capitalized:
  Related party                                                                                           $     283,653
  Other                                                             $   2,982,349      $   2,249,445            419,739
                                                                     ------------       ------------       ------------
                                                                    $   2,982,349      $   2,249,445      $     703,392
                                                                     ============       ============       ============

Book value of like kind assets exchanged                                               $     610,041
                                                                                        ============
Equipment acquired under capital lease agreements                   $     125,631
                                                                     ============
</TABLE>

See notes to financial statements.

                                       5
<PAGE>


TRAILER BRIDGE, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND
1997
--------------------------------------------------------------------------------


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 primarily between
     Newark, New Jersey, 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.

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

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

     Property and Equipment - Property and equipment are stated at cost and the
     capitalized interest costs associated with significant capital additions
     less accumulated depreciation. Property and equipment are depreciated on a
     straight-line method based on the following estimated useful lives:


                                                       Years

               Buildings and structures                  40
               Office furniture and equipment           6-10
               Freight equipment                        4-25
               Leasehold improvements                   2-5
               Equipment under capital leases            5

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 which do not materially extend useful life and minor replacements are
charged to earnings as incurred.

The Company periodically reviews property and equipment for potential impair-
ment. If this review indicates that the carrying amount of these assets may not
be recoverable, the Company estimates the future cash flows expected with
regards to the asset and its eventual disposition. If the sum of these future
cash flows (undiscounted and without interest charges) is less than the carrying
amounts of the assets, the Company records an impairment loss based on the fair
value of the asset.

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


                                       6
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     Restricted Cash and Investments Restricted cash and investments consist of
     cash and investments held in trust and committed for the construction of
     the Company's Triplestack Box Carrier(TM) vessels and investments held by a
     letter of credit for the continued use of a land-based ramp. These funds
     have been invested in highly liquid interest bearing deposits, U.S.
     Treasury bills and money market accounts and are carried at cost which
     approximates market.

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

     Revenue Recognition - Common carrier operations revenue is recorded on the
     percentage-of-completion basis and direct costs are expensed as incurred.

     Income Taxes - Deferred income taxes are provided for the temporary
     differences between the financial reporting basis and the tax basis of the
     Company's assets and liabilities.

     The Company was organized under Subchapter S of the Internal Revenue Code
     until this election was terminated effective with the Company's initial
     public offering in July 1997. Under Subchapter S, the Company was not
     subject to federal income taxes.

     Earnings Per Share - Basic earnings per share ("EPS") is computed by
     dividing earnings available 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 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.

     New Accounting Standards - In June 1998, the Financial Accounting Standards
     Board (the "FASB") issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" ("SFAS No. 133"). This statement
     establishes accounting and reporting standards for derivative instruments
     and hedging activities. In June 1999, the FASB issued SFAS No. 137, which
     deferred the effective date of adoption of SFAS No. 133 for one year. SFAS
     No. 133 will be effective for the first quarter of the year ending December
     31, 2001. Retroactive application to financial statements of prior periods
     is not required. The Company has determined that the implementation of this
     statement will not have a material impact on the financial statements.


                                       7
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


2.   PRO FORMA INCOME TAXES

     For informational purposes, the statement of operations for year ended
December 31, 1997 contains a pro forma adjustment for income tax expense which
would have been recorded if the Company had not been an S Corporation and had
been subject to corporate income taxes based on the tax laws in effect during
the period.

3.   PROPERTY AND EQUIPMENT


     Property and equipment at December 31, 1999 and 1998 consist of the
following:

<TABLE>
<CAPTION>
                                                                         1999                1998

       <S>                                                          <C>                <C>
       Land                                                         $    917,885       $    917,885
       Construction in progress                                          182,993          6,739,792
       Buildings and structures                                        2,575,070          2,542,581
       Office furniture and equipment                                  2,842,401          2,396,311
       Freight equipment                                              65,515,215         54,677,780
       Leasehold improvements                                          1,939,969          1,355,871
       Equipment under capital leases                                    388,736            263,105
       Less accumulated depreciation and amortization                (11,275,345)        (6,838,687)
                                                                     -----------        -----------

       Fixed assets, net                                            $ 63,086,924       $ 62,054,638
                                                                     ===========        ===========
</TABLE>




     Depreciation and amortization expense on property and equipment and
equipment under capital leases was $4,684,374, $3,480,882 and $2,551,108 in
1999, 1998 and 1997, respectively. Interest cost of $108,866 and $918,838 was
capitalized during 1999 and 1998, respectively.

4.   TRANSACTIONS WITH AFFILIATED COMPANY

     The Company leases two roll-on/roll-off barge vessels and the use of a ramp
     system from an affiliate under operating lease agreements. The lease
     payments are $10,050 per day for each vessel. The leases expire at the
     later of September 1, 2010 or the repayment of all obligations under an
     affiliate's construction loan related to the vessel renovations. Such
     construction loan is scheduled to be repaid in quarterly installments with
     a final maturity of April 1, 2001.  The leases provide the Company the
     option to extend the leases through September 1, 2018 for total payments of
     $11,000 per vessel per day or, alternatively, the Company may purchase the
     vessels at their then fair market values. Total lease expense under these
     leases from affiliate totaled $7,336,500, $6,736,500 and $7,500,000 in
     1999, 1998 and 1997, respectively. In the third quarter of 1998, the lease
     payments to affiliate were reduced by a $600,000 non-recurring forgiveness
     in recognition of the impact of Hurricane Georges and in consideration of
     the efforts of the Company to recover and repair the San Juan triple-deck
     ramp structure utilized by the two triple-deck barges.

     In December 1999, the Company recovered from the affiliate $3,710,000 of
     excess operating and maintenance expenses incurred during the period that
     the Company had limited use of the floating ramp system.  In return, the
     Company waived any right to any insurance proceeds from the casualty to the
     floating ramp system.  The Company received $1,000,000 in December 1999 and
     the balance was received in February and March 2000. Additional


                                       8
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     amounts included in due from affiliate in 1999 and 1998 include prepaid
     barge charter hire lease rent and reimbursable miscellaneous repair
     payments made by the Company related to assets of the affiliate.

5.   CAPITALIZED LEASE OBLIGATIONS


     Future minimum lease payments under capitalized computer equipment leases
     as of December 31, 1999 are as follows:

          2000                                                  $  96,540
          2001                                                     94,496
                                                                 --------
          Total minimum lease payments                            191,036
          Interest portion                                        (18,369)
                                                                 --------
          Present value of minimum lease payments                 172,667
          Less current portion                                    (83,010)
                                                                 --------
                                                                $  89,657
                                                                 ========

6.   NOTES PAYABLE


     Following is a summary of notes payable at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                   1999               1998

<S>                                                                             <C>                <C>
       Ship-financing bonds and notes (Title XI) totaling
       $16,918,000 maturing on March 30, 2023; payable in
       50 semi-annual installments of principal and interest;
       interest is fixed at 6.52%; collateralized by vessels
       with a carrying value of $19,197,049 at December 31, 1999;
       amount is guaranteed by The United States of America
       under the Title XI Federal Ship Financing Program                        $ 15,902,920       $ 16,579,640

       Ship-financing bonds and notes (Title XI) totaling
       $10,515,000 maturing on September 30, 2022; payable
       in 50 semi-annual installments of principal and interest;
       interest is fixed at 7.07%; collateralized by vessels with
       a carrying value of $12,475,601 at December 31, 1999;
       amount is guaranteed by The United States of America
       under the Title XI Federal Ship Financing Program                           9,673,800         10,094,400

       Borrowings under a $25 million revolving credit and term
       loan agreement maturing between April 1, 2000 and April 1,
       2001; payable in monthly installments of principal and
       interest; interest at fixed rates ranging from 7.38% to
       8.08%; collateralized by tractors with a carrying value of
       $4,765,791 at December 31, 1999                                             2,757,975          4,292,729
</TABLE>


                                       9
<PAGE>

TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     <S>                                                                        <C>                <C>
       Notes payable to finance company totaling $4,957,569
       maturing from June to October 2001; payable in 60
       monthly installments of principal and interest;
       interest at fixed rates ranging from 8.867% to 9.290%;
       collateralized by trailers with a carrying value of
       $3,456,843 at December 31, 1999                                             1,810,383          2,814,648

       Note payable to bank totaling $1,680,000 maturing
       October 2006; payable in 120 monthly installments
       of principal and interest; interest is fixed at 7.95%;
       collateralized by land and buildings and structures
       with a carrying value of $2,272,049 at
       December 31, 1999                                                           1,148,000          1,316,000

       Notes payable to finance company totaling
       $1,032,500 maturing June 2000; payable in 60
       monthly installments of principal and interest;
       interest at a rate of 3.5% above LIBOR
       (9.32% at December 31, 1999); collateralized
       by trailers with a carrying value of $353,675 at
       December 31, 1999                                                              85,224            289,765
                                                                                 -----------        -----------

                                                                                  31,378,302         35,387,182
       Less current portion                                                       (4,615,862)        (3,988,067)
                                                                                 -----------        -----------

                                                                                $ 26,762,440       $ 31,399,115
                                                                                 ===========        ===========
</TABLE>

     The revolving line of credit requires principal payments of $971,875
     quarterly beginning in September 2000 and matures on April 1, 2001.  In
     August 1998, the Company entered into a revolving credit and term loan
     agreement. At the election of the Company, interest on each borrowing under
     the line of credit will accrue at (a) a variable interest rate of the
     financial institution's Base Rate plus the Applicable Margin then
     applicable to Base Rate Loans, or (b) the Eurodollar Rate determined for
     such Interest Period plus the Applicable Margin then applicable to
     Eurodollar Rate Loans. The following is a summary of borrowings outstanding
     under the agreement at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                   1999               1998

       <S>                                                                      <C>                <C>
       Revolving credit                                                         $ 15,550,000       $  8,550,000
       Term loan                                                                   2,757,975          4,292,729
                                                                                 -----------        -----------
                                                                                $ 18,307,975       $ 12,842,729
                                                                                 ===========        ===========
</TABLE>

     The debt agreements contain certain restrictive covenants, including
     requirements to maintain tangible net worth (as defined), a debt ratio,
     interest coverage and debt service coverage at certain levels.

     At December 31, 1999, the Company was in non-compliance with certain
     restrictive financial covenants related to the revolving credit and term
     loan agreement.  Effective March 30, 2000, the Company entered into a
     limited waiver and amendment to the revolving credit and term loan
     agreement (the "Amendment").  The Amendment provides for a waiver of
     compliance with such covenants for the December 31, 1999 and earlier
     measurement periods and revises each of the financial covenants for
     future periods.  The Amendment removes any additional borrowing capacity
     under the revolving credit and term loan agreement, increases the interest
     rate by .50% on June 30, 2000 and an additional .50% on September 30, 2000,
     converts the oustanding revolving line of credit to a term loan on
     August 31, 2000 and resets the maturity date of the agreement to April 1,
     2001.  The Company expects to be in compliance with the restrictive
     covenants for 2000.

                                       10
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


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

          2000                                       $  6,559,612
          2001                                         16,164,435
          2002                                          1,265,320
          2003                                          1,265,320
          2004                                          1,265,320
          Thereafter                                   20,408,295
                                                      -----------
                                                     $ 46,928,302
                                                      ===========


7.    OPERATING LEASES

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

     Future minimum rental payments required under operating leases that have
     initial or remaining noncancellable lease terms in excess of one year as of
     December 31, 1999 are as follows:

          2000                                       $  25,485,000
          2001                                          25,829,000
          2002                                          25,287,000
          2003                                          36,249,000
          2004                                          14,363,000
          Thereafter                                    60,049,000
                                                      ------------
          Total minimum payments required            $ 187,262,000
                                                      ------------

     Lease expense for all operating leases, including leases with terms of less
than one year, was $23,484,809, $19,027,272 and $16,879,647 for 1999, 1998 and
1997.

8.   ACCRUED LIABILITIES

                                                      1999              1998

          Fringe benefits                        $   903,661       $   901,573
          Marine expense                             689,293         3,149,861
          Salaries and wages                         324,372           336,510
          Other                                    1,876,559         1,629,164
                                                  ----------        ----------
                                                 $ 3,793,885       $ 6,017,108
                                                  ----------        ----------


                                       11
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


9.   INCOME TAXES

     The components of the benefit (expense) for income taxes is comprised of
     the following as of December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                       1999                1998              1997

          <S>                                                        <C>               <C>                <C>
          Current:
            Federal                                                                    $    22,808       $ (201,164)
            State                                                                            2,683          (25,146)
                                                                                        ----------        ----------
                                                                                            25,491         (226,310)
                                                                                        ----------        ----------

          Deferred:
            Federal                                                  $ 1,111,051         1,192,364          580,334
            State                                                        130,763           140,278           72,542
                                                                      ----------        ----------        ----------

                                                                       1,241,814         1,332,642          652,876
                                                                      ----------        ----------        ----------

                                                                     $ 1,241,814       $ 1,358,133       $  426,566
                                                                      ==========        ==========        ==========
</TABLE>

     Income taxes for the year ended December 31, 1999, 1998 and 1997 differ
from the amount computed by applying the statutory Federal corporate rate to
income before income taxes. The differences are reconciled as follows:

<TABLE>
<CAPTION>
                                                                        1999              1998              1997

          <S>                                                        <C>               <C>               <C>
          Tax benefit at statutory Federal rate                      $ 1,148,599       $ 1,317,216       $  831,422
          Valuation allowance                                                                              (900,000)
          Nondeductible expenses                                         (41,914)          (51,136)         (68,693)
          State income taxes, net of federal benefit                     135,129           154,966           39,334
          Pro rata income allocated to S Corporation year                                                  (428,382)
          Recognition of deferred tax liability                                                             994,060
          Other                                                                            (62,913)         (41,175)
                                                                      ----------        ----------        ----------

          Total income tax benefit                                   $ 1,241,814       $ 1,358,133       $  426,566
                                                                      ==========        ==========        ==========
</TABLE>


                                       12
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     The components of the Company's net deferred tax asset at December 31, 1999
     and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                         1999              1998
          <S>                                                       <C>                <C>
          Deferred tax assets:
            Employee stock option                                   $  3,240,895       $ 3,240,895
            Net operating loss                                         8,347,920         4,297,455
            Accrued expense                                              165,091           189,475
            Allowance for bad debts                                      520,035           415,493
                                                                     -----------        ----------

          Gross deferred assets                                       12,273,941         8,143,318

          Deferred tax liabilities:
            Fixed asset basis                                          8,055,753         5,178,795
            Other                                                         90,856            79,005
                                                                     -----------        ----------

          Gross deferred tax liabilities                               8,146,609         5,257,800

          Deferred tax asset valuation allowance                         900,000           900,000
                                                                     -----------        ----------

          Net deferred tax asset                                    $  3,227,332       $ 1,985,518
                                                                     ===========        ==========
</TABLE>

     Prior to July 23, 1997, the Company was organized under Subchapter S of the
     Internal Revenue Code for income tax purposes and therefore, all Federal
     and certain state income taxes were the responsibility of the Company's
     stockholders.  The Company was subject to state income taxes in those
     states that do not recognize Subchapter S elections. State income tax
     expense for 1999, 1998 and 1997 was not significant.

     At December 31, 1999, the Company had available net operating loss ("NOL")
     carryforwards for federal income tax purposes of approximately $21,968,000,
     of which $489,000 will expire beginning in the year 2004. Under Internal
     Revenue code Section 382, the $489,000 of NOL's become available in equal
     amounts through the year of expiration. The remaining NOL's expire
     beginning in 2018.

10.  COMMON STOCKHOLDERS' EQUITY

     Common Stock:

     In July 1997, the Company completed an underwritten initial public offering
     ("IPO") of 3,105,000 shares of its common stock at an initial offering
     price of $10.00 per share, yielding gross proceeds of $31,050,000. Net
     proceeds to the Company as a result of the IPO were $28,491,286 after
     deduction of underwriting, legal, accounting and other offering related
     expenses totaling $2,558,714.

     Also in July 1997, the Company's Board of Directors and stockholders
     authorized the following which became effective in connection with the
     Company's initial public offering: (i) a 15,700-for-1 stock split, (ii) an
     increase in the authorized number of common shares from 2,000 to
     20,000,000, (iii) a change in the par value of common stock from $1.00 to
     $.01 and (iv) 1,000,000 shares of preferred stock with a par value of $.01
     per share. Stockholder's equity has been restated to give retroactive
     recognition to the stock split and change in par value in prior periods. In
     addition, all references in the financial statements to the number of
     shares and per share amounts have been restated.


                                       13
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     Earnings Per Share:

     For the years ended December 31, 1999, 1998 and 1997, outstanding options
     to purchase shares of common stock at an exercise price of $2.25, $10.00
     and $10.00 per share, respectively, were not included in the computation to
     arrive at diluted EPS because the options' exercise price exceeded the
     average market price of the common shares.

     Stock Options:

     In May 1997, the majority stockholder of the Company granted to the
     Company's Chairman and Chief Executive Officer, an option to purchase up to
     942,000 shares of common stock (adjusted for the 15,700-for-1 stock split)
     owned by him at an exercise price of $.95 per share. The option was
     immediately exercisable with a term of 10 years. In connection with this
     option, the Company recorded a non-recurring, non-cash charge to
     compensation expense of $8,528,670 during the year ended December 31, 1997.
     This option does not involve the issuance of additional shares of common
     stock by the Company and therefore, any purchase of shares under the option
     will not have a dilutive effect on the Company's book value or earnings
     per share amounts.

     The Company'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 has reserved 785,000 shares of common stock for issuance pursuant
     to the Plan to eligible employees 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.

     A summary of the status of options under the Company's stock-based
     compensation plans as of December 31, 1999, 1998 and 1997 is presented
     below:

<TABLE>
<CAPTION>
                                                            1999                        1998                         1997
                                                  --------------------------  --------------------------  --------------------------
                                                                 Exercise                    Exercise                     Exercise
                                                    Options       Price         Options       Price         Options        Price

          <S>                                      <C>           <C>           <C>           <C>           <C>            <C>
          Outstanding at beginning of year          521,182      $ 10.00        468,126      $ 10.00

            Granted                                 212,600         2.25        130,000        10.00        471,000       $ 10.00
            Forfeited                               (22,524)        9.60        (76,944)       10.00         (2,874)        10.00

          Outstanding at end of year                711,258         7.70        521,182        10.00        468,126         10.00

          Grants exercisable at year-end            178,923                      93,262

          Weighted-average fair value of
            options granted during the year        $   1.87                    $   7.36                    $   7.13
</TABLE>


                                       14
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     The following table summarizes information about the outstanding grants at
     December 31, 1999:

<TABLE>
<CAPTION>
                                                              Weighted-Average
       Exercise                  Options                          Remaining                  Options
        Price                  Outstanding                    Contractual Life              Exercisable
       --------                -----------                    ----------------              ------------

       <S>                       <C>                              <C>                          <C>
       $ 10.00                   499,808                          7.8 years                    178,923
          2.25                   211,450                          9.2 years
</TABLE>



     Remaining non-exercisable options as of December 31, 1999 become
     exercisable as follows:

          2000                                         142,252
          2001                                         142,252
          2002                                         142,252
          2003                                          63,290
          2004                                          42,289
                                                       -------
                                                       532,335
                                                       =======




     Had compensation expense for stock options been determined based upon the
     fair value at the grant date, consistent with the methodology prescribed
     under SFAS No. 123, the Company's net earnings and net earnings per share
     would have changed to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                                    1999               1998               1997
          <S>                                                   <C>                 <C>                 <C>
          As reported
            Pro forma net loss                                  $ (2,136,419)       $ (2,516,030)       $ (2,416,122)
            Net loss per share - basic and diluted                     (0.22)              (0.26)              (0.30)

          Pro forma for SFAS No. 123
            Net loss                                            $ (2,649,307)       $ (2,930,148)       $ (2,588,671)
            Net loss per share - basic and diluted                     (0.27)              (0.30)              (0.32)
</TABLE>

     The Company used the Black-Scholes option-pricing model to determine the
     fair value of grants made. The following assumptions were applied in
     determining the pro forma compensation cost:

<TABLE>
<CAPTION>
          Years ended December 31                                      1999              1998             1997

          <S>                                                         <C>               <C>              <C>
          Risk-free interest rate                                       5.34%             5.76%            6.16%
          Expected dividend yield                                          0%                0%               0%
          Expected option life                                        7 years           7 years          7 years
          Expected stock price volatility                              96.17%            81.93%           69.32%
</TABLE>


                                       15
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


11.  EMPLOYEE BENEFIT PLANS

     The Company has a 401(k) Plan which covers substantially all employees in
     he United States. Participants are allowed to make contributions of up to
     15% of their compensation not to exceed certain limits. The Company makes
     matching contributions to the Plan at a rate not in excess of 3.0% of
     compensation. The Company contributed approximately $175,000, $214,000 and
     $176,000 to the Plan during 1999, 1998 and 1997. The Company made an
     optional contribution of $0, $0 and $39,000 in December 1999, 1998 and
     1997.

     In addition, the Company has a 165(e) Plan that covers substantially all
     employees in Puerto Rico. The Company made contributions of approximately
     $18,000, $15,000 and $13,000 to the Plan during 1999, 1998, and 1997.

     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
     $15,000 and $6,000 to the Plan during 1999 and 1998.

     The Company has a Profit Sharing Plan in which they contributed
     approximately $0, $24,000 and $688,000 to the Plan during 1999, 1998, and
     1997.

12.  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 materially
     adverse effect on the Company's financial statements.

13.  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.

     Restricted Cash and Investments - For those interest bearing deposits and
     short-term investments, the carrying amount is a reasonable estimate of
     fair value.

     Notes Payable - 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. The Company believes the
     carrying amount is a reasonable estimate of such fair value.


                                       16
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Continued)
--------------------------------------------------------------------------------


     In the normal course of business, the Company uses an interest rate collar
     agreement, to manage its interest rate risk for purposes other than
     trading. The Company does not use derivative financial instruments for
     speculative purposes. As is customary for these types of instruments, the
     Company does not require collateral or other security from other parties to
     these instruments. By their nature all such instruments involve risk,
     including the credit risk of nonperformance by counterparties. However, at
     December 31, 1999, in management's opinion there was no significant risk of
     loss in the event of nonperformance of the counterparties to these
     financial instruments.

     Interest Rate Collar Agreement - The Company enters into an interest rate
     contract to manage its exposure to changes in interest rates and to fix the
     overall cost of one of its variable rate financings. The contract has no
     carrying value with gains and losses recognized as a component of interest
     expense.

     The contract/notional amount and estimated fair value of the Company's off-
     balance-sheet financial instrument are as follows:

<TABLE>
<CAPTION>
                                                            1999                                  1998
                                           ------------------------------------  -------------------------------------
                                             Contact/Notional         Fair         Contact/Notional         Fair
                                                  Amount             Value              Amount              Value
                                           -------------------  ---------------  -------------------  ----------------

          <S>                                  <C>                  <C>               <C>                  <C>
          Interest rate collar agreement       $ 1,148,000          $ 26,737          $ 1,316,000          $(38,760)
</TABLE>

14.  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.
     The Company would not employ either system separately; therefore segment
     reporting was not necessary.

15.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                    March 31,           June 30,         September 30,      December 31,
             Quarter Ended                             1999                1999               1999               1999
                                               ------------------  ------------------ ------------------ ------------------

          <S>                                    <C>                  <C>                 <C>                  <C>
          Operating revenues                     $ 22,750,604         $ 22,686,417        $ 20,625,799         $ 22,489,268
          Operating (loss) income                  (2,078,435)             140,417          (2,245,826)           4,063,494 (1)
          Net (loss) income before
            income tax                             (2,700,811)            (627,412)         (3,131,241)           3,081,231
          Net (loss) income                        (1,683,679)            (399,377)         (1,954,583)           1,901,220
          Net (loss) income
            per share - basic                           (0.17)               (0.04)              (0.20)                0.19
</TABLE>


                                       17
<PAGE>


TRAILER BRIDGE, INC.


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(Concluded)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                    March 31,           June 30,          September 30,       December 31,
             Quarter Ended                             1998                1998               1998               1998
                                               ------------------   ------------------  ------------------  ------------------

          <S>                                    <C>                  <C>                 <C>                  <C>
          Operating revenues                     $ 16,347,403         $ 18,408,322        $ 18,851,977         $ 23,632,942
          Operating income (loss)                     286,042              410,872            (397,792)          (3,344,771)(2)
          Net income (loss) before
            income tax                                128,995              308,227            (641,217)          (3,670,168)
          Net income (loss)                            69,156              149,098            (435,605)          (2,298,679)
          Net income
            (loss) per share - basic                     0.01                 0.02               (0.04)               (0.24)
</TABLE>

(1)       Operating income was favorably impacted by a $3.71 million recovery
          from an affiliate of excess operating and maintenance costs incurred
          and expensed during the period that the Company had limited use of the
          floating ramp system.

(2)       Operating income was negatively impacted by $3.4 million of
          additional costs related to the disruption caused by the loss of use
          of the San Juan ramp structure resulting from Hurricane Georges. The
          $3.4 million of estimated additional costs included $1,622,613 in
          additional operating and maintenance costs (comprised primarily of
          stevedoring and port related items), $1,450,427 in additional rent
          and purchased transportation expense (comprised primarily of terminal
          equipment rental, trucking expense in San Juan and the U.S. and
          revenue equipment rental), $117,954 in salaries and wages, $102,374
          in insurance and claims and $67,715 in communications and other
          operating expenses.



                                  * * * * * *


                                       18
<PAGE>


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                       THREE YEARS ENDED DECEMBER 31, 1999

                  BALANCE AT                        CHARGED TO
                  BEGINNING       COSTS AND         DEDUCTIONS       BALANCE AT
       YEAR        OF YEAR        EXPENSES         (CHARGEOFFS)      END OF YEAR
       ----       ----------      ---------        ------------      -----------

       Allowance for Doubtful Accounts
       -------------------------------

       1997         905,581         381,691          (121,398)        1,165,874
       1998       1,165,874       1,040,721        (1,113,192)        1,093,403
       1999       1,093,403       2,001,439        (1,726,328)        1,368,514


         Item 9. Changes in and Disagreements With Accountants on Accounting and
                 Financial Disclosure

         Not Applicable

                                    PART III

         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" and Item 13 --
"Certain Relationships and Related Transactions" 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 2000, 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.

                                     PART IV

         Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K

         (a)      Documents Filed as Part of this Report

                                                                            Page
                                                                            ----

         1.      Financial Statements:

                 Independent Auditors' Report ...............................15
                 Balance Sheets .............................................16
                 Statements of Operation.....................................17
                 Statements of Changes in Stockholders' Equity ..............18
                 Statements of Cash Flows ...................................19
                 Notes to Financial Statements ..............................20

         2.      Financial Statement Schedules:

                 II - Valuation And Qualifying Accounts
                 Three Years Ended December 31, 1999

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


                                       19
<PAGE>


         3.      Exhibits.


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

*3.1              --          Form of Amended and Restated Certificate of
                              Incorporation of the Registrant

*3.2              --          Form of Amended and Restated Bylaws of the
                              Registrant

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

#*10.1            --          Form of Indemnification Agreement with Directors
                              and Executive Officers

*10.2             --          Bareboat Charter Party dated February 1992

*10.2.1           --          Amendment to Bareboat Charter Party dated December
                              31, 1994

*10.2.2           --          Second Amendment to Bareboat Charter Party dated
                              October 1995

*10.2.3           --          Third Amendment to Bareboat Charter Party dated
                              March 1, 1997

*10.2.4           --          Form of Fourth Amendment to Bareboat Charter Party

**10.2.5          --          Fourth Amendment to Bareboat Charter Party dated
                              June 30, 1997

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

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

*10.4.1           --          First Amendment to Construction and Term Loan
                              Agreement dated as of May 9, 1996

*10.4.2           --          Second Amendment to Construction and Term Loan
                              Agreement dated as of July 10, 1996

*10.4.3           --          Third Amendment to Construction and Term Loan
                              Agreement and Consent and Limited Waiver dated as
                              of January 1, 1997

*10.5             --          Chattel Mortgage Line of Credit Agreement dated as
                              of February 28, 1997


                                       20
<PAGE>


*10.6             --          Vessel Construction Contract dated as of December
                              30, 1996 between Coastal Ship, Inc. and Halter
                              Marine, Inc.

*10.6.1           --          Assignment of Vessel Construction Contract dated
                              March 24, 1997 between Coastal Ship, Inc. and the
                              Registrant

*10.6.2           --          Amendment No. 1 to Vessel Construction Contract
                              dated as of April 1997

*10.7             --          Real Estate Promissory Note dated April 18, 1996
                              between the Registrant and First Union National
                              Bank of Florida

*10.8             --          Commitment to Guarantee Obligations

*10.8.1           --          Trust Indenture

*10.8.2           --          United States Government Ship Financing Bond, 1997
                              Series in the amount of $10,515,000

*10.8.3           --          Title XI Reserve Fund and Financial Agreement

****10.8.4        --          Commitment to Guarantee Obligations

****10.8.5        --          Trust Indenture

****10.8.6        --          United States Government Ship Financing Bond, 1997
                              Series in the amount of $16,918,000

****10.8.7        --          Title XI Reserve Fund and Financial Agreement

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

*10.9.1           --          Amendment #5 to Exhibit B, Schedule of Fees and
                              Charges

#*10.11           --          Incentive Stock Plan

#*10.11.1         --          Form of Stock Option Award Agreement

***10.12          --          Trailer Bridge, Inc. Employee Stock Purchase Plan

****10.13         --          Revolving Credit and Term Loan Agreement dated as
                              of August 28, 1998 among Trailer Bridge, Inc.,
                              BankBoston, N.A. and BankBoston, N.A. as agent

*****10.13.1      --          First Amendment and Limited Waiver to Revolving
                              Credit and Term Loan Agreement dated as of August
                              28, 1998 among Trailer Bridge, Inc., BankBoston,
                              N.A. and BankBoston, N.A. as agent dated as of
                              March 30, 1999


                                       21
<PAGE>


*****10.13.2      --          Second Amendment and Limited Waiver to Revolving
                              Credit and Term Loan Agreement dated as of August
                              28, 1998 among Trailer Bridge, Inc., BankBoston,
                              N.A. and BankBoston, N.A. as agent dated as of
                              March 29, 2000

*****10.14        --          Agreement with Kadampanattu Corp. re ramp expenses

*****27.1         --          Financial Data Schedule


*        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.

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

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

****     Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 1998.

*****    Filed herewith

#        Management contract or compensatory plan or arrangement.

         (b)     Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the last
quarter of the fiscal year covered by this report.


                                       22
<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 30th day of March 2000.


                                       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
John D. McCown                    and Director (Principal
                                  Executive Officer)                            March 30, 2000

/s/ Mark A. Tanner                Vice President --
------------------------          Administration and Chief
Mark A. Tanner                    Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)                           March 30, 2000

/s/ Malcom P. McLean              Director
------------------------
Malcom P. McLean                                                                March 30, 2000


________________________          Director                                      March 30, 2000
Kenneth G. Younger


/s/ Artis E. James                Director
------------------------
Artis E. James                                                                  March 30, 2000


________________________          Director                                      March 30, 2000
Charles R. Cushing
</TABLE>


                                       23
<PAGE>


                                  EXHIBIT INDEX

                   (Exhibits being filed with this Form 10-K)


*3.1              --          Form of Amended and Restated Certificate of
                              Incorporation of the Registrant

*3.2              --          Form of Amended and Restated Bylaws of the
                              Registrant

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

#*10.1            --          Form of Indemnification Agreement with Directors
                              and Executive Officers

*10.2             --          Bareboat Charter Party dated February 1992

*10.2.1           --          Amendment to Bareboat Charter Party dated December
                              31, 1994

*10.2.2           --          Second Amendment to Bareboat Charter Party dated
                              October 1995

*10.2.3           --          Third Amendment to Bareboat Charter Party dated
                              March 1, 1997

*10.2.4           --          Form of Fourth Amendment to Bareboat Charter Party

**10.2.5          --          Fourth Amendment to Bareboat Charter Party dated
                              June 30, 1997

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

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

*10.4.1           --          First Amendment to Construction and Term Loan
                              Agreement dated as of May 9, 1996

*10.4.2           --          Second Amendment to Construction and Term Loan
                              Agreement dated as of July 10, 1996

*10.4.3           --          Third Amendment to Construction and Term Loan
                              Agreement and Consent and Limited Waiver dated as
                              of January 1, 1997

*10.5             --          Chattel Mortgage Line of Credit Agreement dated as
                              of February 28, 1997


                                       24
<PAGE>


*10.6             --          Vessel Construction Contract dated as of December
                              30, 1996 between Coastal Ship, Inc. and Halter
                              Marine, Inc.

*10.6.1           --          Assignment of Vessel Construction Contract dated
                              March 24, 1997 between Coastal Ship, Inc. and the
                              Registrant

*10.6.2           --          Amendment No. 1 to Vessel Construction Contract
                              dated as of April 1997

*10.7             --          Real Estate Promissory Note dated April 18, 1996
                              between the Registrant and First Union National
                              Bank of Florida

*10.8             --          Commitment to Guarantee Obligations

*10.8.1           --          Trust Indenture

*10.8.2           --          United States Government Ship Financing Bond, 1997
                              Series in the amount of $10,515,000

*10.8.3           --          Title XI Reserve Fund and Financial Agreement

****10.8.4        --          Commitment to Guarantee Obligations

****10.8.5        --          Trust Indenture

****10.8.6        --          United States Government Ship Financing Bond, 1997
                              Series in the amount of $16,918,000

****10.8.7        --          Title XI Reserve Fund and Financial Agreement

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

*10.9.1           --          Amendment #5 to Exhibit B, Schedule of Fees and
                              Charges

#*10.11           --          Incentive Stock Plan

#*10.11.1         --          Form of Stock Option Award Agreement

***10.12          --          Trailer Bridge, Inc. Employee Stock Purchase Plan

****10.13         --          Revolving Credit and Term Loan Agreement dated as
                              of August 28, 1998 among Trailer Bridge, Inc.,
                              BankBoston, N.A. and BankBoston, N.A. as agent

*****10.13.1      --          First Amendment and Limited Waiver to Revolving
                              Credit and Term Loan Agreement dated as of August
                              28, 1998 among Trailer Bridge, Inc., BankBoston,
                              N.A. and BankBoston, N.A. as agent dated as of
                              March 30, 1999


                                       25
<PAGE>


*****10.13.2      --          Second Amendment and Limited Waiver to Revolving
                              Credit and Term Loan Agreement dated as of August
                              28, 1998 among Trailer Bridge, Inc., BankBoston,
                              N.A. and BankBoston, N.A. as agent dated as of
                              March 29, 2000

*****10.14        --          Agreement with Kadampanattu Corp. re ramp expenses

*****27.1         --          Financial Data Schedule


*        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.

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

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

****     Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 1998.

*****    Filed herewith

#        Management contract or compensatory plan or arrangement.