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, 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>


         Item 8.  Financial Statements and Supplementary Data

         This Amendment to the Form 10-K of Trailer Bridge, Inc. is being filed
for the purpose of correcting 3 typographical errors in the line items
Current portion of revolving line of credit, Total current liabilities and Total
Liabilities on the Balance Sheet.

         TRAILER BRIDGE, INC.

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

                                   * * * * * *


                                        2
<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                          1,943,750              -
  Current portion of capital lease obligations                            83,010         42,945
  Unearned revenue                                                       499,506        470,684
                                                                     -----------    -----------
           Total current liabilities                                  18,396,783     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                                                     58,855,130     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


                                       19
<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 5th day of April, 2000.


                                       TRAILER BRIDGE, INC.


                                       By:  /s/ Mark A. Tanner
                                          --------------------------------------
                                            Mark A. Tanner
                                            Vice President -- Administration
                                            and Chief Financial Officer


                                       20