UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Ultrapetrol (Bahamas) Limited
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               (Exact name of Issuer as specified in its charter)

            Commonwealth of the Bahamas                      N/A
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     (State of incorporation or organization)  (IRS Employer Identification No.)

         Ocean Centre, Montague Foreshore
                   East Bay St.
                  Nassau, Bahamas
                 P.O. Box SS-19084
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     (Address of principal executive offices)              (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

             Title of each class                Name of each exchange on which
             to be so registered                each class if to be registered
-------------------------------------------    ---------------------------------
          Common Stock, $0.01 par value           The NASDAQ Stock Market LLC


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c) please check the following box.   [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box.  [ ]

Securities Act registration statement file number to which this form relates:
No. 333-132856 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None


Item 1. Description of Registrants Securities to be Registered.

The class of securities to be registered hereunder is Common Stock, $0.01 par
value per share, of Ultrapetrol (Bahamas) Limited (the "Registrant"). The
description of capital stock set forth under the caption "Description of Capital
Stock" in the Prospectus included in the Registrant's Registration Statement on
Form F-1 (No. 333-132856), as filed and subsequently amended, which Registration
Statement on Form F-1 was originally filed with the Securities and Exchange
Commission on March 30, 2006, is incorporated herein by reference.


Item 2. Exhibits.

The following exhibits are filed as part of this Registration Statement:

No.    Exhibit
---    -------

3.1    Amended and Restated Memorandum of Association of the Registrant*
3.2    Fourth Amended and Restated Articles of Association of the Registrant*
4.1    Form of Share Certificate of the Registrant*


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*    Incorporated by reference to exhibit of the same number to the Registrant's
     Registration Statement, as amended, on Form F-1 (Registration No.
     333-132503).


                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


Dated:  October 6, 2006          ULTRAPETROL (BAHAMAS) LIMITED

                                         /s/ Felipe Menendez R
                                 By:     ---------------------------------
                                 Name:   Felipe Menendez R
                                 Title:  President and Chief Executive Officer

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