As filed with the Securities and Exchange Commission on May 16, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              TRAILER BRIDGE, INC.
             (Exact Name of registrant as specified in its charter)

                 Delaware                              13-3617986
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of incorporation)

              10405 New Berlin Road E., Jacksonville, Florida 32226
               (Address of principal executive offices) (zip code)

                              TRAILER BRIDGE, INC.
                              STOCK INCENTIVE PLAN
                                       and
                              TRAILER BRIDGE, INC.
                              NON-EMPLOYEE DIRECTOR
                              STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                 John D. McCown
                      Chairman and Chief Executive Officer
                              Trailer Bridge, Inc.
                            10405 New Berlin Road E.
                           Jacksonville, Florida 32226
                     (Name and address of agent for service)

                                 (904) 751-7100
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Linda Y. Kelso, Esq.
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                                 (904) 359-2000


<TABLE>
<CAPTION>
                         Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------------
        Title of each                                     Proposed             Proposed
          class of                                        Maximum               maximum
      securities to be            Amount to be         offering price          aggregate            Amount of
         registered               registered(1)         per share(2)       offering price(2)   registration fee(2)
-------------------------------------------------------------------------------------------------------------------
       <S>                      <C>                        <C>                <C>                    <C>
        Common Stock,           1,350,000 shares           10.00              $7,253,208             $667.30
       $0.01 par value
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

(1)      Plus an indeterminate number of shares which may be issued as a result
         of anti-dilution provisions contained in the Plan.

(2)      Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended, the amounts shown are based on 490,500 shares subject to
         outstanding options having an exercise price of $10.00 per share,
         179,900 shares subject to outstanding options having an exercise price
         of $2.25 per share, 368,410 shares subject to outstanding options
         having an exercise price of $2.843 per share, 302,000 shares subject to
         outstanding options having an exercise price of $2.88 per share and
         9,190 shares reserved for future grants under the plans, the
         registration fee for which has been calculated on the basis of the
         average of the bid and asked prices of the registrant's Common Stock as
         reported on the Nasdaq National Market on May 10, 2002.




                                       2
<PAGE>



                                     PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------


Item 1.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference (Commission File
No. 0-22837):

         (a)    The registrant's Annual Report on Form 10-K for the year ended
December 31, 2001;

         (b)    The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002;

         (c)    The registrant's Current Report on Form 8-K filed April 8, 2002;

         (d)    The description of the registrant's Common Stock, par value
$0.01 per share, set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
filed under the Securities Exchange Act of 1934; and

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock being offered hereby have been sold or which deregisters all shares of
Common Stock then remaining unsold shall be deemed incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.

Item 2.  Description of Securities.

         Not Applicable.

Item 3.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 4.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law (the "Delaware Act") permits a
Delaware corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to



                                       3
<PAGE>

which such director or officer shall have been adjudged liable, except in
certain limited circumstances.

         The registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the registrant may indemnify directors
and officers to the fullest extent now or hereafter permitted by the Delaware
Act. In addition, the registrant has entered into Indemnification Agreements
with its directors and executive officers in which the registrant has agreed to
indemnify such persons to the fullest extent now or hereafter permitted by the
Delaware Act.

         The indemnification provided by the Delaware Act and the registrant's
Amended and Restated Bylaws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances in which an officer or director
may be required to bear the economic burden of the foregoing liabilities and
expense.

         The registrant may obtain a liability insurance policy for its
directors and officers as permitted by the Delaware Act which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 5.  Exemption from Registration Claimed.

         Not Applicable.

Item 6.  Exhibits.

      * 4A.       Trailer Bridge, Inc. Stock Incentive Plan

      * 4B.       Form of Option Award Agreement

      **4C.       Amendment No. 1 Trailer Bridge, Inc. Stock Incentive Plan

      **4D.       Trailer Bridge, Inc. Non-Employee Director Stock Incentive
                  Plan

        5.        Opinion of Foley & Lardner as to the legality of the
                  securities to be issued

       23A.       Consent of Foley & Lardner (included in Opinion filed as
                  Exhibit 5)

       23B.       Consent of Deloitte & Touche, LLP

       *          Filed as an exhibit to the registrant's Form S-1 (Registration
                  No. 333-28221) and incorporated herein by reference.

       **         Filed as an exhibit to the registrant's Form 10-K for the year
                  ended December 31, 2000 and incorporated herein by reference.



                                       4
<PAGE>

Item 7.  Undertakings

         The undersigned hereby undertakes:

         (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)    That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Articles of Incorporation or Bylaws of the registrant
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by the director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.




                                       5
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on May 16, 2002.

                                       TRAILER BRIDGE, INC.


                                       By    /s/ John D. McCown
                                         ---------------------------------------
                                           John D. McCown, Chairman of the
                                           Board and Chief Executive Officer


                            SPECIAL POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this Registration Statement constitutes and
appoints John D. McCown, Ralph W. Heim and William G. Gotimer, Jr., and each or
any of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, including
any amendment or registration statement filed pursuant to Rule 462, and to file
the same, with all exhibits hereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and grants unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


Date:  May 16, 2002                    /s/ John D. McCown
                                       -----------------------------------------
                                       John D. McCown, Chairman of the Board and
                                       Chief Executive Officer
                                       (Principal Executive Officer)


Date:  May 16, 2002                    /s/ Mark A. Tanner
                                       -----------------------------------------
                                       Mark A. Tanner, Vice President-
                                       Administration and Chief Financial
                                       Officer
                                       (Principal Financial and Accounting
                                       Officer)




                                       6
<PAGE>



Date:  May 16, 2002                    /s/ William G. Gotimer, Jr.
                                       -----------------------------------------
                                       William G. Gotimer, Jr., Director


Date:  May 16, 2002                    /s/ Nickel van Reesema
                                       -----------------------------------------
                                       Nickel van Reesema, Director


Date:  ___________, 2002
                                       -----------------------------------------
                                       Artis E. James, Director


Date:  May 16, 2002                    /s/ Peter S. Shaerf
                                       -----------------------------------------
                                       Peter S. Shaerf, Director







                                       7
<PAGE>



                                  EXHIBIT INDEX


      * 4A.       Trailer Bridge, Inc. Stock Incentive Plan

      * 4B.       Form of Option Award Agreement

      **4C.       Amendment No. 1 Trailer Bridge, Inc. Stock Incentive Plan

      **4D.       Trailer Bridge, Inc. Non-Employee Director Stock Incentive
                  Plan

        5.        Opinion of Foley & Lardner as to the legality of the
                  securities to be issued

       23A.       Consent of Foley & Lardner (included in Opinion filed as
                  Exhibit 5)

       23B.       Consent of Deloitte & Touche, LLP

       *          Filed as an exhibit to the registrant's Form S-1 (Registration
                  No. 333-28221) and incorporated herein by reference.

       **         Filed as an exhibit to the registrant's Form 10-K for the year
                  ended December 31, 2000 and incorporated herein by reference.





                                       8
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{"company-data": {"conformed-name": "TRAILER BRIDGE INC", "cik": "0001039184", "assigned-sic": "4213", "irs-number": "133617986", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88502", "film-number": "02655527"}, "business-address": {"street1": "9550 REGENCY SQUARE BLVD", "street2": "STE 500", "city": "JACKSONVILLE", "state": "FL", "zip": "32225", "phone": "9047244400"}, "mail-address": {"street1": "9550 REGENCY SQUARE BLVD", "street2": "STE 500", "city": "JACKSONVILLE", "state": "FL", "zip": "32225"}}
As filed with the Securities and Exchange Commission on May 16, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              TRAILER BRIDGE, INC.
             (Exact Name of registrant as specified in its charter)

                 Delaware                              13-3617986
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of incorporation)

              10405 New Berlin Road E., Jacksonville, Florida 32226
               (Address of principal executive offices) (zip code)

                              TRAILER BRIDGE, INC.
                              STOCK INCENTIVE PLAN
                                       and
                              TRAILER BRIDGE, INC.
                              NON-EMPLOYEE DIRECTOR
                              STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                 John D. McCown
                      Chairman and Chief Executive Officer
                              Trailer Bridge, Inc.
                            10405 New Berlin Road E.
                           Jacksonville, Florida 32226
                     (Name and address of agent for service)

                                 (904) 751-7100
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Linda Y. Kelso, Esq.
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                                 (904) 359-2000
Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------------
        Title of each                                     Proposed             Proposed
          class of                                        Maximum               maximum
      securities to be            Amount to be         offering price          aggregate            Amount of
         registered               registered(1)         per share(2)       offering price(2)   registration fee(2)
-------------------------------------------------------------------------------------------------------------------
Common Stock,           1,350,000 shares           10.00              $7,253,208             $667.30
       $0.01 par value
-------------------------------------------------------------------------------------------------------------------
(1)      Plus an indeterminate number of shares which may be issued as a result
         of anti-dilution provisions contained in the Plan.

(2)      Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended, the amounts shown are based on 490,500 shares subject to
         outstanding options having an exercise price of $10.00 per share,
         179,900 shares subject to outstanding options having an exercise price
         of $2.25 per share, 368,410 shares subject to outstanding options
         having an exercise price of $2.843 per share, 302,000 shares subject to
         outstanding options having an exercise price of $2.88 per share and
         9,190 shares reserved for future grants under the plans, the
         registration fee for which has been calculated on the basis of the
         average of the bid and asked prices of the registrant's Common Stock as
         reported on the Nasdaq National Market on May 10, 2002.

                                       2
PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

Item 1.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities and
Exchange Commission are hereby incorporated herein by reference (Commission File
No. 0-22837):

         (a)    The registrant's Annual Report on Form 10-K for the year ended
December 31, 2001;

         (b)    The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002;

         (c)    The registrant's Current Report on Form 8-K filed April 8, 2002;

         (d)    The description of the registrant's Common Stock, par value
$0.01 per share, set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
filed under the Securities Exchange Act of 1934; and

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock being offered hereby have been sold or which deregisters all shares of
Common Stock then remaining unsold shall be deemed incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.

Item 2.  Description of Securities.

         Not Applicable.

Item 3.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 4.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law (the "Delaware Act") permits a
Delaware corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to

                                       3
which such director or officer shall have been adjudged liable, except in
certain limited circumstances.

         The registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the registrant may indemnify directors
and officers to the fullest extent now or hereafter permitted by the Delaware
Act. In addition, the registrant has entered into Indemnification Agreements
with its directors and executive officers in which the registrant has agreed to
indemnify such persons to the fullest extent now or hereafter permitted by the
Delaware Act.

         The indemnification provided by the Delaware Act and the registrant's
Amended and Restated Bylaws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances in which an officer or director
may be required to bear the economic burden of the foregoing liabilities and
expense.

         The registrant may obtain a liability insurance policy for its
directors and officers as permitted by the Delaware Act which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 5.  Exemption from Registration Claimed.

         Not Applicable.

Item 6.  Exhibits.

      * 4A.       Trailer Bridge, Inc. Stock Incentive Plan

      * 4B.       Form of Option Award Agreement

      **4C.       Amendment No. 1 Trailer Bridge, Inc. Stock Incentive Plan

      **4D.       Trailer Bridge, Inc. Non-Employee Director Stock Incentive
                  Plan

        5.        Opinion of Foley & Lardner as to the legality of the
                  securities to be issued

       23A.       Consent of Foley & Lardner (included in Opinion filed as
                  Exhibit 5)

       23B.       Consent of Deloitte & Touche, LLP

       *          Filed as an exhibit to the registrant's Form S-1 (Registration
                  No. 333-28221) and incorporated herein by reference.

       **         Filed as an exhibit to the registrant's Form 10-K for the year
                  ended December 31, 2000 and incorporated herein by reference.

                                       4
Item 7.  Undertakings

         The undersigned hereby undertakes:

         (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)    That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Articles of Incorporation or Bylaws of the registrant
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by the director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on May 16, 2002.

                                       TRAILER BRIDGE, INC.

                                       By    /s/ John D. McCown
                                         ---------------------------------------
                                           John D. McCown, Chairman of the
                                           Board and Chief Executive Officer

                            SPECIAL POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this Registration Statement constitutes and
appoints John D. McCown, Ralph W. Heim and William G. Gotimer, Jr., and each or
any of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, including
any amendment or registration statement filed pursuant to Rule 462, and to file
the same, with all exhibits hereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and grants unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Date:  May 16, 2002                    /s/ John D. McCown
                                       -----------------------------------------
                                       John D. McCown, Chairman of the Board and
                                       Chief Executive Officer
                                       (Principal Executive Officer)

Date:  May 16, 2002                    /s/ Mark A. Tanner
                                       -----------------------------------------
                                       Mark A. Tanner, Vice President-
                                       Administration and Chief Financial
                                       Officer
                                       (Principal Financial and Accounting
                                       Officer)

                                       6
Date:  May 16, 2002                    /s/ William G. Gotimer, Jr.
                                       -----------------------------------------
                                       William G. Gotimer, Jr., Director

Date:  May 16, 2002                    /s/ Nickel van Reesema
                                       -----------------------------------------
                                       Nickel van Reesema, Director

Date:  ___________, 2002
                                       -----------------------------------------
                                       Artis E. James, Director

Date:  May 16, 2002                    /s/ Peter S. Shaerf
                                       -----------------------------------------
                                       Peter S. Shaerf, Director

                                       7
EXHIBIT INDEX

      * 4A.       Trailer Bridge, Inc. Stock Incentive Plan

      * 4B.       Form of Option Award Agreement

      **4C.       Amendment No. 1 Trailer Bridge, Inc. Stock Incentive Plan

      **4D.       Trailer Bridge, Inc. Non-Employee Director Stock Incentive
                  Plan

        5.        Opinion of Foley & Lardner as to the legality of the
                  securities to be issued

       23A.       Consent of Foley & Lardner (included in Opinion filed as
                  Exhibit 5)

       23B.       Consent of Deloitte & Touche, LLP

       *          Filed as an exhibit to the registrant's Form S-1 (Registration
                  No. 333-28221) and incorporated herein by reference.

       **         Filed as an exhibit to the registrant's Form 10-K for the year
                  ended December 31, 2000 and incorporated herein by reference.

                                       8