SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Sterling/US Shipping L.P. (Last) (First) (Middle) C/O STERLING INVESTMENT PARTNERS L.P. 285 RIVERSIDE AVENUE (Street) WESTPORT 06880 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol U.S. Shipping Partners L.P. [ USS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/07/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common units representing limited partner interests	08/07/2006		P		41,174	A	$18.34	41,174	D
Class B convertible units(2)	08/07/2006		P		99,531	A	$17.12	99,531	D
Common units representing limited partner interests								899,968	I	See footnote (1)
Subordinated units								0(1)(3)(4)	I	See footnotes (1) (3) (4)
General partner interest								0(1)(4)(5)	I	See footnotes (1) (4) (5)
Incentive distribution rights								0(1)(4)	I	See footnotes (1) (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Sterling/US Shipping L.P, by virture of its right to elect a majority of the Board of Shipping Master, may be demed to beneficially own the securities of the Issuer owned by Shipping Master. Sterling/US Shipping L.P. disclaims benefifical ownership of the securities owned by Shipping Master other than the securities attributable to its membership in Shipping Master. This report shall not be deemed an admission that Sterling/US Shipping L.P. is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. The class B units are subordinate to the common units and, if approved by unitholders, will be converted into common units. The class B units vote as a single class with the common units, except that the class B units are entitled to vote as a separate class on any matters that adversely affects their rights or preferences.

3. United States Shipping Master LLC ("Shipping Master") owned a 98% limited interest in the Issuer. At the cosing of the Issuer's initial public offering of common units ("Common Units") representing limited partner interests (the "Offering") on November 3, 2004, Shipping Master's 98% limited partner interest was redeemed for $1,960.

4. At the Closing of the Offering, each of Shipping Master and Shipping GP agreed to convey certain assets and liabilities to the Issuer and in exchange therfor (a) Shipping Master received 899,968 Common Units, 5,272,341 Class A subordinated units and 1,627,627 class B subordinated units of the Issuer and (b) Shipping GP continued its 2% general partner interest and received incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions in excess of specified amounts. Shipping Master is the indirect beneficial owner of the general partner interest in the Issuer and the IDRs owned by Shipping GP.

5. Shipping Master owns 100% of US Shipping General Partner LLC ("Shipping GP), the sole general partner of the Issuer. Shipping GP owns a 2% general partner interest in the Issuer.

	By: Sterling Investment Partners Management LLC, its general partner By: M. William Macey, Jr., Member	08/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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