Commission File No. 333-8878


                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                         For the month of November, 2004


                          ULTRAPETROL (BAHAMAS) LIMITED
                 (Translation of registrant's name into English)

                          H & J Corporate Services Ltd.
                                  Shirlaw House
                                87 Shirley Street
                               Nassau, The Bahamas
                    (Address of principal executive offices)

      Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                         Form 20-F [X]   Form 40-F [_]

      Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                                Yes [_]   No [X]




INFORMATION CONTAINED IN THIS FORM 6-K REPORT

      Attached as Exhibit 99.1 to this report on Form 6-K is a copy of the press
release dated November 29, 2004 relating to the Company's receipt of the net
proceeds from the private placement of $180 million aggregate principal amount
of its 9% First Preferred Ship Mortgage notes due 2014.






                                   SIGNATURES

      Pursuant to the requirements 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.



                          ULTRAPETROL (BAHAMAS) LIMITED
                                  (registrant)




Dated:  November 29, 2004                       By: /s/ Felipe Menendez
                                                    -------------------
                                                        Felipe Menendez
                                                        President







02351.0008 #529997