THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000

              SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

                                       OF

                          ULTRAPETROL (BAHAMAS) LIMITED


1. The name of the company is ULTRAPETROL (BAHAMAS) LIMITED (the "Company").

2. The Registered Office of the Company shall be located at Ocean Centre,
Montagu Foreshore, East Bay Street, Nassau, New Providence, Bahamas, the postal
address of which is P.O. Box SS-19804, Nassau, New Providence, Bahamas.

3. The Registered Agent of the Company shall be H&J Corporate Services Ltd.,
Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence,
Bahamas, the postal address of which is P.O. Box SS-19804, Nassau, New
Providence, Bahamas.

4. (a) The purpose of the Company is to engage in any lawful act or activity for
which companies may now or hereafter be organized under the International
Business Companies Act, 2000 (the "Act") or any successor law to the Act that is
at any time in force in the Commonwealth of The Bahamas.

   (b) The Company shall have all such powers as are permitted by any law that
is then currently in force in the Commonwealth of The Bahamas, irrespective of
corporate benefit, to perform all acts and engage in all activities necessary or
conducive to the conduct, promotion or attainment of the purposes of the
Company.

   (c) The directors may by resolution of directors exercise all the powers of
the Company to borrow money and to mortgage or charge its undertakings and
property or any part thereof to issue debentures, debenture stock and other
securities whenever money is borrowed or as security for any debt, liability or
obligation of the Company or of any third party.

   (d) Any mortgage or charge of the undertaking and property of the Company
shall for the purposes of Section 80 of the Act be regarded as in the usual or
regular course of the business carried on by the Company.

5. Shares in the Company shall be issued in the currency of the United States of
America.

6. The authorized capital of the Company is U.S.$1,000,000.00 consisting of one
hundred million (100,000,000) shares of common stock with a par value of U.S.
$0.01 per share (the "Common Stock").

7. The Company may by Resolution of the Shareholders divide or combine the
Shares of the Common Stock, including issued Shares, of a class or series into a
smaller or larger number of





shares of the same class or series provided that after such division or
combination the aggregate par value of the new shares shall be equal to the
aggregate par value of the original shares.

8. The Common Stock shall confer upon their holders the following rights and
restrictions:

         (i) the right to receive notice of and attend and vote at any meeting
of the shareholders of the Company with each share of Common Stock entitling the
holder thereof to one (1) vote, except that each of Solimar Holdings Ltd.,
Inversiones Los Avellanos S.A. and Hazels (Bahamas) Investments Inc. (the "Named
Shareholders") shall be entitled to seven (7) votes for each share of Common
Stock held by it and that was initially acquired by a Named Shareholder prior to
the completion of the Company's initial public offering, which right shall be
personal and non-transferable unless to another Named Shareholder; provided,
however, that a Named Shareholder shall only be entitled to seven (7) votes for
each share of Common Stock held by it, in the case of (I) Los Avellanos and
Hazels, so long as each is (A) a wholly owned subsidiary of SIPSA S.A. or (B)
beneficially owned by a member of the Menendez Family Entities (as defined
below), and (II) Solimar, so long as it is (A) a wholly-owned subsidiary of the
AIG-GE Capital Latin American Infrastructure Fund L.P. ("LAIF") or (B) in the
event of LAIF's dissolution, wholly-owned or controlled by an entity the sole
purpose of which is to hold assets of LAIF for eventual liquidation, or (C) in
the event of a distribution of LAIF's assets, not owned more than twenty-five
percent (25%) by any one shareholder (each entity under (I) and (II) above, a
"Permitted Transferee" and collectively, the "Permitted Transferees");

         (ii) the right to such dividend as the directors shall declare for
payment; and

         (iii) in the event of any liquidation, dissolution or winding up of the
Company, the net proceeds thereof will be distributed to all of the holders of
the Common Stock of the Company pro rata to their respective percentage
ownership of such Common Stock as of such liquidation, dissolution or winding
up.

         For the purposes of this Section 8:

         "Menendez Family Entities" shall mean any Person that is directly or
indirectly Controlled or beneficially owned by any of Messrs. Felipe Menendez
Ross, Ricardo Menendez Ross and Julio Menendez Ross, or any descendant of such
individuals, or the descendants of Isabel Menendez; and

         "Control" (including, with correlative meanings, the terms "controlled"
and "under common control with"), as applied to any person or entity, means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of that person or entity whether through
ownership of voting securities or by contract or otherwise.

9. The Company may exercise any of the powers granted under the Act without any
of the limitations imposed thereby unless such limitations shall be otherwise
expressly contained or set out in this Memorandum of Association or the Articles
of Association of the Company.

10. Shares of Common Stock may only be issued as registered shares.





11. The liability of the shareholders of the Company is limited to the amount
unpaid on the shares of capital stock of the Company held by them.

12. This Memorandum of Association was duly adopted in accordance with Section
18 of the Act and was authorized by the unanimous written consents of the Board
of Directors and shareholders of the Company.