USS US Shipping Partners

CUSIP No. 903417103

1.Names of Reporting Persons.

GPS Partners LLC

I.R.S. Identification Nos. of above persons (entities only).

73-1735371

2.Check the Appropriate Box if a Member of a Group

(a) [ ]
(b) [ ]

3.SEC Use Only

4.Citizenship or Place of Incorporaion

California, United States


Number of 5.Sole Voting Power 0
Shares
Beneficially 6.Shared Voting Power None
Owned by
Each 7.Sole Dispositive Power 0
Reporting
Person With 8.Shared Dispositive Power None

9.Aggregate Amount Beneficially Owned by Each Reporting Person 0

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11.Percent of Class Represented by Amount in Row (9) 0.00%

12.Type of Reporting Person: IA


CUSIP No. 903417103

1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Brett S. Messing

2.Check the Appropriate Box if a Member of a Group

(a) [ ]
(b) [ ]

3.SEC Use Only

4.Citizenship or Place of Incorporaion

United States


Number of 5.Sole Voting Power 0
Shares
Beneficially 6.Shared Voting Power None
Owned by
Each 7.Sole Dispositive Power 0
Reporting
Person With 8.Shared Dispositive Power None

9.Aggregate Amount Beneficially Owned by Each Reporting Person 0

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11.Percent of Class Represented by Amount in Row (9) 0.00%

12.Type of Reporting Person: HC


Item 1(a). Name of Issuer:

 U.S. Shipping Partners L.P.


Item 1(b). Address of Issuer's Principal Executive Offices:

 399 THORNALL STREET, 8TH FLOOR
 EDISON NJ 08837


Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship

 GPS Partners LLC
 100 Wilshire Blvd. Suite 900
 Santa Monica, CA 90401
 California, United States

 Brett S. Messing
 100 Wilshire Blvd. Suite 900
 Santa Monica, CA 90401
 California, United States
 United States

Item 2(d). Title of Class of Securities:

 Common Stock

Item 2(e). CUSIP Number:

 903417103

Item 3. GPS Partners LLC is an investment advisor in
accordance with ss.240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control
person in accordance with ss.240.13d-1(b)(1)(ii)(G).

Item 4. Ownership:

 a. Amount beneficially owned: 0

 b. Percent of Class: 0.00%

 c. Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote 0

 (ii) Shared power to vote or to direct the vote None

 (iii)Sole power to dispose or to direct the disposition of
 0

 (iv) Shared power to dispose or to direct the disposition None

Item 5. Ownership of Five Percent or Less of a Class:

 [X]

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on By the Parent Holding Company of Control
 Person:

 Not applicable.

Item 8. Identification and Classification of Members of the Group:

 Not applicable.

Item 9. Notice of Dissolution of Group:

 Not applicable.

Item 10.Certification:

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.


 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date February 12, 2008

 GPS Partners LLC

 By:/s/ Steven A. Sugarman

 Steven A. Sugarman
 Title: Partner

 By: /s/ Brett S. Messing
 ----------------------------
 Name: Brett S. Messing
 Title: Managing Partner


 JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on this Schedule 13G/A,
dated February 12, 2008, (the "Schedule 13G/A"), with respect to the Common
Stock of U.S. Shipping Partners L.P. is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities and Exchange Act of 1934, as amended, and that this Agreement
shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G/A, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.

 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 12th day of February 2008.


 GPS Partners LLC

 By: /s/ Steven A. Sugarman
 ---------------------------
 Name: Steven A. Sugarman
 Title: Partner


 By: /s/ Brett S. Messing
 ----------------------------
 Name: Brett S. Messing
 Title: Managing Partner


 Statement of Control Person


The Statement on this Schedule 13G/A dated February 12, 2008 with respect
to the common stock of U.S. Shipping Partners L.P. is filed by
Brett S. Messing in accordance with the provisions of Rule 13d-1(c) and Rule
13d-1(k),respectively, as control person (HC) of GPS Partners LLC.

GPS Partners LLC files this statement on Schedule 13G/A
in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k),
respectively, as investment advisors (IA).