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

                                    FORM 6-K

      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 2006

                        Commission File Number: 001-33068

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

                         Ocean Centre, Montagu Foreshore
                                  East Bay St.
                                 Nassau, Bahamas
                                P.O. Box SS-19084
                     (Address of principal executive office)

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

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)7: ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

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]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82-______________.



INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 1 is a copy of a press release issued by Ultrapetrol
(Bahamas) Limited on November 16, 2006.




                                   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


Dated:  November 16, 2006          By   /s/ Felipe Menendez R.
                                      ------------------------------
                                      Name:   Felipe Menendez R.
                                      Title:  President and Chief
                                                Executive Officer





                                                                   Exhibit 1
                                                                   ---------



For Immediate Release
---------------------
                              Corporate Contact:
                              Leonard J. Hoskinson
                              Chief Financial Officer, Treasurer,
                              Secretary and Director
                              Telephone: (305) 507-2000

ULTRAPETROL (BAHAMAS) LIMITED)

ULTRAPETROL (BAHAMAS) LIMITED (NASDAQ: ULTR)
ANNOUNCES UNDERWRITERS' EXERCISE OF OVER-ALLOTMENT OPTION

Nassau, Bahamas, November 16, 2006 - Ultrapetrol (Bahamas) Limited (NASDAQ:
ULTR) (the "Company") today announced that the underwriters of its initial
public offering of 12,500,000 shares of common stock priced at $11.00 per share,
on October 12, 2006, exercised on November 15, 2006, an over-allotment option
granted to the underwriters by the selling shareholders. The selling
shareholders will sell 232,712 shares as a result of the over-allotment
exercise.

About the Company

The Company, based in Argentina, owns and operates an extensive and diverse
fleet of vessels, including barges, pushboats, platform supply vessels, tankers,
oil-bulk-ore vessels and passenger ships.

Cautionary Statement Regarding Forward-Looking Statements

     Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.

     The Company desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
"believe," "except," "anticipate," "intends," "estimate," "forecast," "project,"
"plan," "potential," "will," "may," "should," "expect" "pending and similar
expressions identify forward-looking statements.

     The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections.

     In addition to these important factors, other important factors that, in
our view, could cause actual results to differ materially from those discussed
in the forward-looking statements include future operating or financial results;
pending or recent acquisitions, business strategy and expected capital spending
or operating expenses, including drydocking and insurance costs; general market
conditions and trends, including charter rates, vessel values, and factors
affecting vessel supply and demand; our ability to obtain additional financing;
our financial condition and liquidity, including our ability to obtain financing
in the future to fund capital expenditures, acquisitions and other general
corporate activities; our expectations about the availability of vessels to
purchase, the time that it may take to construct new vessels, or vessels' useful
lives; our dependence upon the abilities and efforts of our management team;
changes in governmental rules and regulations or actions taken by regulatory
authorities; adverse weather conditions that can affect production of the goods
we transport and navigability of the river system; the highly competitive nature
of the oceangoing transportation industry; the loss of one or more key
customers; fluctuations in foreign exchange rates and devaluations; potential
liability from future litigation; and other factors. Please see our filings with
the Securities and Exchange Commission for a more complete discussion of these
and other risks and uncertainties.



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