EXHIBIT 99.2

                          ULTRAPETROL (BAHAMAS) LIMITED

              OFFER TO EXCHANGE ITS OUTSTANDING 9% FIRST PREFERRED
                          SHIP MORTGAGE NOTES DUE 2014,
         FOR 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014, WHICH HAVE
                BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                                                   [________, 2005]

To Securities Brokers and Dealers, Commercial Banks, Trust Companies and Other
Nominees:

      Ultrapetrol (Bahamas) Limited (the "Company") is making an offer (the
"Exchange Offer") to exchange its 9% First Preferred Ship Mortgage Notes due
2014 (the "Exchange Notes") for any or all of its outstanding 9% First Preferred
Ship Mortgage Notes due 2014 (the "Outstanding Notes"), as described in the
enclosed prospectus dated [______, 2005] (the "Prospectus"), and the enclosed
letter of transmittal (the "Letter of Transmittal").

      We are asking you to contact your clients for whom you hold securities
positions in Outstanding Notes.

      You will be reimbursed for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients. The
Company will pay any transfer taxes applicable to the exchange of Outstanding
Notes for Exchange Notes in the Exchange Offer, except as otherwise provided in
the Instructions in the Letter of Transmittal.

      Enclosed are copies of the following documents:

      1. The Prospectus.

      2. The Letter of Transmittal for your use and for the information of your
clients.

      3. A form of letter which may be sent to your clients for whose accounts
you hold securities positions in Outstanding Notes, with Instructions With
Respect to the Exchange Offer attached thereto, for obtaining such clients'
instructions with regard to this Exchange Offer.

      4. A return envelope addressed to Manufacturers and Traders Trust Company,
as exchange agent (the "Exchange Agent"). Your prompt action is required. This
Exchange Offer will expire at 5:00 p.m., New York City time, on [ , 2005],
unless the Company extends it. You may withdraw tendered Outstanding Notes at
any time prior to 5:00 p.m., New York City time, on [ , 2005], or thereafter in
certain circumstances.

      To participate in this Exchange Offer, the Exchange Agent must receive,
prior to the expiration of the Exchange Offer, either (1) book-entry
confirmation of a valid book-entry transfer, or (2) certificates for Outstanding
Notes and a duly executed and properly completed Letter of Transmittal, together
with any other required documents described in the Letter of Transmittal and the
Prospectus.

      Holders of Outstanding Notes who are tendering by book-entry transfer to
the Exchange Agent's account at The Depository Trust Company ("DTC") can execute
their tender through the DTC Automated Tender Offer Program ("ATOP"). DTC
participants wishing to participate in the Exchange Offer must transmit their
acceptance thereof to DTC, which will verify the acceptance and execute a
book-entry delivery to the Exchange Agent for its acceptance. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of
execution and delivery of the Letter of Transmittal by the DTC participant
identified in the Agent's Message. Accordingly, the Letter of Transmittal need
not be completed by a holder tendering through ATOP. You may obtain additional
copies of the enclosed material from Manufacturers and Traders Trust Company, as
Exchange Agent; tel.: (410)-949-3167.

                                                 Very truly yours,

                                                 ULTRAPETROL (BAHAMAS) LIMITED

Nothing in the Letter of Transmittal or in the enclosed documents will make you
or any person an agent of Ultrapetrol (Bahamas) Limited or the Exchange Agent,
or authorize you or any other person to make any statements on behalf of either
of them with respect to this Exchange Offer, except for statements expressly
made in the Prospectus or the Letter of Transmittal.

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