Exhibit 10.8.14


                                 TRUST INDENTURE

                              SECOND SUPPLEMENT TO

                               SPECIAL PROVISIONS


         THIS SECOND SUPPLEMENT TO TRUST INDENTURE SPECIAL PROVISIONS, dated as
of September 30, 2002 between (i) Trailer Bridge, Inc., a Delaware corporation
(herein called the "Shipowner"), and (ii) State Street Bank and Trust Company, A
Massachusetts trust company (said Bank, any successor or assign, herein called
the "Indenture Trustee").


                                    RECITALS:

         A.     The parties hereto have previously entered into a TRUST
                INDENTURE, dated as of December 4, 1997 (the "Trust Indenture")
                in connection with the Shipowner's issuance of $16,918,000
                aggregate principal amount of its bonds designated "United
                States Government Guaranteed Ship Financing Bonds, 1997 Series
                II:" (the "Original Bonds");

         B.     The terms of the Original Bonds required equal principal
                payments to be paid semi-annually on March 30 and September 30
                of each year commencing on March 30, 1998 until such principal
                sum has been paid.

         C.     The parties hereto have previously entered into a FIRST
                SUPPLEMENT TO TRUST INDENTURE, dated as of December 31, 2001
                (the "Supplemented Trust Indenture") in connection with the
                Shipowner's issuance of $16,918,000 aggregate principal amount
                of its bonds designated "United States Government Guaranteed
                Ship Financing Bonds, 1997 Series II Amended and Restated
                December 31, 2001:" (the "Restated Bonds"):" of which
                $14,887,840 principal amount is currently outstanding, such
                Obligations to bear interest at 6.52% per annum maturing on
                March 30, 2023;

         D.     The terms of the Restated Bonds required principal payments to
                be paid semi-annually on March 30 and September 30 of each year
                until such principal sum has been paid.

         E.     The Shipowner and holder of the Original Bonds, with the consent
                of United States, represented by the Secretary, have agreed to
                amend and restate the Restated Bonds to provide that there be no
                semi-annual principal payment due September 30, 2002 and
                commencing March 30, 2003 and on each March 30 and September 30
                of each year until paid all remaining semi-annual principal
                payments shall be $363,118.

         NOW THEREFORE, in consideration of the premises, of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and adequacy of which the parties hereby acknowledge, and for the equal
and proportionate benefit of all the present and future Holders of the
Obligations, the parties hereby agree as follows:


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                                 ARTICLE SECOND

                                    THE BONDS

         Subparagraph (a) is deleted in its entirety and replaced with:

         (a)    the Bonds issued hereunder shall be designated "United States
Government Guaranteed Ship Financing Bonds, 1997 Series II Amended and Restated
September 30 , 2002," and shall be in the form of Exhibit 2-1 to this Indenture;
and, the aggregate principal amount of Bonds which may be issued under this
Indenture shall not exceed $16,918,000, of which $14,887,840 principal amount is
currently outstanding, except as provided in Sections 2.09, 2.10, 2.12 and
3.10(b) of Exhibit 1 hereto.

                                  ARTICLE THIRD

                               CERTAIN REDEMPTIONS

         Subparagraph (a) Mandatory Sinking Fund Redemptions is amended by the
addition of the following sentence at the end of the first paragraph:

Provided, however, there be no semi-annual principal payment due September 30,
2002 and commencing March 30, 2003 and on each March 30 and September 30 of each
year until paid all remaining semi-annual principal payments shall be $363,118.

         Except as otherwise expressly provided herein, terms not defined herein
which are defined in Schedule A to the Trust Indenture dated December 4, 1997
between Trailer Bridge, Inc. and State Street Bank and Trust Company, or by
reference therein to other instruments shall have the meaning ascribed to them
in said Schedule A or other instruments.

         IN WITNESS WHEREOF, This Second Amendment To Trust Indenture Special
Provisions has been duly executed by the parties hereto as of the day and year
first above written.


                                         TRAILER BRIDGE, INC.
                                         Shipowner

[SEAL]
                                         By: /s/ John D. McCown
                                            ------------------------------------
                                         Chairman and Chief
                                         Executive Officer

                                         STATE STREET BANK AND TRUST COMPANY
                                         Indenture Trustee


[SEAL]                                   By:____________________________________
                                                Vice President


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CONSENTED TO                             UNITED STATES OF AMERICA
                                         SECRETARY OF TRANSPORTATION
                                         MARITIME ADMINISTRATOR


                                         By: ___________________________________
                                                  Secretary
                                                  Maritime Administration















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                                   Exhibit 2-1

                                  Form of Bond


























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