SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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

                              EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2000
                         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 30, 2001 was
$11,226,784 (based upon $2.6875 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, 2001, 9,777,500 shares of the registrant's common stock, par
value $.01 per share, were outstanding.




<PAGE>



                                     PART II

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


         RESULTS OF OPERATIONS

         Year ended December 31, 2000 Compared to Year ended December 31, 1999

         Operating revenues increased $3.2 million, or 3.6%, to $91.7 million
during 2000 from $88.6 million during 1999. This increase was due to a $2.9
million or 3.4% increase in total Puerto Rico revenue to $87.0 million through
the utilization of additional capacity in the Puerto Rico market. Non-Puerto
Rico domestic revenue increased $349,717 or 9.7% compared to 1999. Core trailer
volume to Puerto Rico increased 14.1% in 2000 compared to 1999, and total car
and other volume decreased 6.7% compared to 1999. As a result, core trailer
revenue to Puerto Rico increased 9.6% and car and other revenue decreased 12.9%
compared to 1999. Revenue from shipper owned or leased equipment moving to
Puerto Rico decreased 27.9% from 1999. Revenue from northbound shipments from
Puerto Rico decreased 7.0% from 1999.


         While overall volume to and from Puerto Rico increased 13.2% in 2000,
related revenue increased only $639,466 million or .8% compared to 1999,
implying an overall yield reduction of 11.0%. This significant yield
deterioration was the result of continuing rate pressure as the competitive
conditions in the U.S. to Puerto Rico traffic lane intensified. These intense
competitive conditions are the result of excess vessel capacity serving the
trade. The over capacity in the trade has been exacerbated by a 4.0% contraction
in volume in the overall market during 2000. Vessel capacity deployed on the
core continental U.S. to Puerto Rico traffic lane increased 20.9% during 2000
compared to 1999. Vessel capacity utilization on the core continental U.S. to
Puerto Rico traffic lane was 78.9% during 2000, compared to 83.3% during 1999.


         The market to and from Puerto Rico in 2000 was characterized by
increasing competitive activity throughout the year. The excess vessel capacity
in the market was exacerbated by market volume reductions that resulted in
overall market volume declining 4.0% in 2000. While the Company increased its
overall market share of freight moving in trailers or containers to 13.6% in
2000 from 11.6% in 1999, the highly competitive market conditions resulted in an
11.0% reduction in yield. On March 21, 2001, the largest participant in the
Puerto Rico market, NPR/Navieras, which had a 29.0% market share in 2000, in
conjunction with its parent and affiliates, filed for Chapter 11 bankruptcy
protection in the Delaware Bankruptcy Court in Wilmington, Delaware.

         At the beginning of the fourth quarter of 2000 a fourth Triplestack Box
Carrier was utilized to provide weekly service between Newark, New Jersey and
San Juan, Puerto Rico.


          Operating expenses for 2000 increased $7.4 million or 8.3% from $88.7
million in 1999 to $96.0 million. This increase was due to an increase in
expenses associated with an overall 13.2% increase in Puerto Rico volume,
including the expansion of the Company's northeast service. The increase in
overall volume leads to additional variable costs associated with handling such
volume. The expansion of the Company's northeast service required the use of an
additional tug/barge unit with a





                                       2
<PAGE>



concomitant increase in fuel and operating and maintenance expenses. The
combination of additional volume and an additional tug/barge unit in operation
resulted in a $4.3 million increase in operating and maintenance expenses and a
$4.5 million increase in fuel expense, partially offset by a $2.9 million
increase in fuel surcharges included in revenue, and a $2.4 million reduction in
other operating expenses. All operating expenses were affected by the increase
in volume and the addition of an additional tug/barge unit in service to expand
the Company's northeast service. As a result, the Company's operating ratio
increased to 104.8% during 2000 from 100.1% during 1999.


          Interest expense (net) increased to $3.4 million in 2000 from $3.3
million in 1999.

         The Company has recorded various deferred tax assets in prior years.
Realization is dependent on generating sufficient taxable income in future
years. As a result of the net losses incurred in recent years, a 100% valuation
allowance has been established based on the provisions of SFAS No. 109. The
establishment of this reserve resulted in income tax expense in 2000 of $3.1
million compared to an income tax benefit of $1.2 million in 1999.


         To provide the Company with additional liquidity, during 2000, the
Company sold an affiliate a piece of land for $750,000. A gain of $336,818 was
recognized on this transaction.

         During the year ended December 31, 2000, the Company changed its method
of accounting for periodic vessel dry-docking. Prior to the change, the Company
accrued estimates of future vessel dry-docking costs. The Company now will
expense these costs as incurred. This change resulted in a gain of $127,100, net
of income taxes of $77,900 for the year ended December 31, 2000. In future
periods the Company will expense the full cost of vessel dry-docking costs in
the period incurred. The Company expects to have such expensed dry-docking costs
for two vessels in the first half of 2001.


          As a result of the factors described above the Company reported a net
loss of $10.3 million for 2000 compared to net loss of $2.1 million in 1999.


         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




                                       3
<PAGE>


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.

          During the first nine months of 1999 three of the Company's
Triplestack Box Carrier vessels were utilized in a Newark, New Jersey -
Jacksonville, Florida - San Juan, Puerto Rico 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 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
revolving 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.




                                       4
<PAGE>


          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.

          LIQUIDITY AND CAPITAL RESOURCES

         Net cash used by operations was $3.4 million in 2000 compared to net
cash used by operations of $1.0 million in 1999. This represented a
deterioration of $2.4 million from 1999. Net cash used in investing activities
of $3.1 million in 2000 reflects $5.6 million of capital expenditures, which
were primarily attributable to payments for the purchase of containers and
chassis, partially offset by $1.8 million in proceeds from the sale of older
equipment. Net cash provided from financing activities was $5.0 million compared
to $2.9 million in 1999 representing an increase of $2.1 million. Net cash
provided from financing activities of $5.0 million consisted of $12.0 million in
borrowing on notes payable under the Company's borrowing facility; $5.3 million
under the revolving line of credit portion of that facility; $9.0 million in
notes payable to an affiliate, partially offset by payments of $15.6 million
under a previous revolving line of credit and $5.3 million of notes payable.

         At December 31, 2000 cash amounted to $865,167, working capital was
$3.2 million, and stockholders' equity amounted to $18.9 million. The Company's
projected cash flows from operations indicate that there is sufficient available
liquidity to maintain its current level of operations through calendar 2001.
Such projections include certain agreements with by an affiliate to assist the
Company in meeting its 2001 cash flow requirements.

         The Company has also identified additional sources of liquidity. The
Company has contracted to sell excess 48' trailer equipment and expects to
realize proceeds of approximately $650,000 in April 2001. The Company owns
additional equipment, with a carrying value of approximately $6.0 million at
December 31, 2000, that is lien free and potentially available for additional
asset based financing. In addition, the Company is exploring the possible
sale/leaseback of its Jacksonville office building/truck terminal.

         Management believes that, as a result of cash flow from operations, the
Company will meet all of its working capital requirements, anticipated capital
expenditures and other obligations at least through calendar 2001.


         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.




                                       5
<PAGE>


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 and 2000 as it had been in previous years.


         At the beginning of the fourth quarter of 2000 a fourth Triplestack Box
Carrier was utilized to provide weekly service between Newark, New Jersey and
San Juan, Puerto Rico. The addition of a tug/barge unit significantly increased
the Company's operating expenses, including fuel during the fourth quarter,
while the expected seasonal increase in volume did not materialize due to a
general downturn in shipments to Puerto Rico resulting in an estimated loss on
the northeast service of $1.6 million in the fourth quarter. Similarly, the
seasonal increase in volume in the Company's core market between Jacksonville,
Florida and San Juan did not materialize resulting in decreased vessel
utilization. During the fourth quarter of 2000 the Company operated a regional
driver program whereby tractor units were dedicated to geographic areas. This
program negatively affected the Company's inland trucking costs and resulted in
a significant increase in the percentage of empty miles logged by the Company's
trucks. This regional driver program has been discontinued. Additionally, the
Company took a 100% valuation allowance for its deferred tax asset totaling $5.9
million.



         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>
                                                    1999                                         2000
                                                    ----                                         ----
                                                                       By Quarter
                                  First     Second      Third      Fourth      First     Second      Third      Fourth
                                  -----     ------      -----      ------      -----     ------      -----      ------
<S>                              <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Operating revenues...........    $22,751    $22,686    $20,626     $22,489    $21,333    $23,765    $23,152     $23,456
Operating (loss) income......     (2,078)       140     (2,246)      4,063(1)    (903)     1,303        340      (5,132)
Net  (loss) income...........     (1,684)      (399)    (1,955)      1,901     (1,151)       628       (210)     (9,608)(1)
</TABLE>
________________________
(1)      See Note 14 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 its debt instruments, a change in interest rates affects the amount of
interest expense incurred.


         The Company entered into an interest rate contract to manage its
exposure to changes in interest rates and to convert one of its variable rate
financings to fixed rate in order to hedge against possible increases in
interest rates. The contract has no carrying value with gains and losses
recognized as a component of interest expense.





                                       6
<PAGE>



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

<TABLE>
<CAPTION>
                                                        2000                                1999
                                        ----------------------------------  ------------------------------------
                                        Contact/Notional        Fair        Contact/Notional          Fair
                                             Amount            Value             Amount              Value
                                        -----------------  ---------------  ------------------   ---------------

<S>                                        <C>                <C>              <C>                  <C>
Interest rate swap agreement               $ 980,000          $ (5,127)        $ 1,148,000          $ 26,737
</TABLE>


         This contract expires in October 2006.

         The following tables summarize the Company's debt obligations at
December 31, 2000 and 1999, presenting principal cash flows and related interest
rates by expected fiscal year of maturity. Variable interest rates represent the
weighted-average rates of the portfolio at December 31, 2000 and 1999. The
Company estimates that the carrying value of its debt instruments is not
materially different from its fair value.


<TABLE>
Expected Fiscal Year of Maturity at December 31, 2000
(Dollars in thousands)

<CAPTION>
                              2001        2002       2003       2004       2005       Thereafter
                         ---------------------------------------------------------------------------


<S>                        <C>           <C>         <C>        <C>          <C>      <C>
Fixed Rate                 $   1,723      1,097      1,097       1,097     1,097      $   18,993

Average Interest Rate           8.0%       6.8%       6.8%        6.8%      6.8%            6.8%


Variable Rate              $   1,454      1,882      1,882      12,715       168      $      140

Average Interest Rate           9.1%       9.1%       9.1%        9.3%      8.0%            8.0%


Expected Fiscal year of Maturity at December 31, 1999
(Dollars in thousands)

                              2000        2001       2002       2003       2004       Thereafter
                         ---------------------------------------------------------------------------


Fixed Rate                 $   4,458      2,390      1,097       1,097     1,097      $   20,090

Average Interest Rate           8.5%       8.4%       6.8%        6.8%      6.8%            6.8%


Variable Rate              $   2,112     13,774        168         168       168      $      308

Average Interest Rate           9.5%       9.5%       8.0%        8.0%      8.0%            8.0%
</TABLE>








<PAGE>





                                     PART IV

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

         (a)      Documents Filed as Part of this Report




                                       7
<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




                                       8
<PAGE>


*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

*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




                                       9
<PAGE>


*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

#^10.11.2         --          Amendment No. 1 to Trailer Bridge, Inc. Stock
                              Incentive Plan

#^10.11.3         --          Trailer Bridge, Inc. Non-Employee Director Stock
                              Incentive Plan

#^10.11.4         --          Form of Non-Employee Director 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, 2000

*****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

^10.15            --          Loan and Security Agreement dated as of December
                              27, 2000 Between General Electric Capital
                              Corporation as Lender and Trailer Bridge, Inc. as
                              Borrower


^^ 18             --          Letter re Change in Accounting principles


*        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.




                                       10
<PAGE>


**       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.

*****    Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 1999.


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

^ ^      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.




                                       11
<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 14th day of December 2001.


                                       TRAILER BRIDGE, INC.


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






                                       12
<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




                                       13
<PAGE>


*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

*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




                                       14
<PAGE>


*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

#^10.11.2         --          Amendment No. 1 to Trailer Bridge, Inc. Stock
                              Incentive Plan

#^10.11.3         --          Trailer Bridge, Inc. Non-Employee Director Stock
                              Incentive Plan

#^10.11.4         --          Form of Non- Employee Director 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, 2000

*****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

^10.15            --          Loan and Security Agreement dated as of December
                              27, 2000 Between General Electric Capital
                              Corporation as Lender and Trailer Bridge, Inc. as
                              Borrower


^^ 18             --          Letter re Change in Accounting principles


*        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.




                                       15
<PAGE>


***      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.

*****    Incorporated by reference to the indicated exhibit to the Company's
         Form 10-K for the year ended December 31, 1999.


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

^ ^      Filed herewith


#        Management contract or compensatory plan or arrangement.








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