UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X ]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the quarterly period ended March 31, 2000

                                       OR

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934


         Commission File Number 001-11763



                               TRANSMONTAIGNE INC.

         Delaware                                            06-1052062
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                   2750 Republic Plaza, 370 Seventeenth Street

                             Denver, Colorado 80202
          (Address, including zip code, of principal executive offices)
                                 (303) 626-8200

                     (Telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

As of April 30, 2000 there were 30,667,024 shares of the registrant's Common
Stock outstanding.


<PAGE>
<TABLE>
<CAPTION>

                               TRANSMONTAIGNE INC.

                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                                                  Page No.

Item 1.           Financial Statements

                  Condensed Consolidated Balance Sheets

                  <S>                                                                                    <C>
                  March 31, 2000 (Unaudited) and June 30, 1999...........................................4

                  Condensed Consolidated Statements of Operations

                  Three Months and Nine Months Ended March 31, 2000 and 1999 (Unaudited).................5

                  Condensed Consolidated Statements of Stockholders' Equity
                  Year Ended June 30, 1999 and

                  Nine Months Ended March 31, 2000 (Unaudited)...........................................6

                  Condensed Consolidated Statements of Cash Flows

                  Nine Months Ended March 31, 2000 and 1999 (Unaudited)..................................7

                  Notes to Condensed Consolidated Financial Statements...................................9


Item 2.           Management's Discussion and Analysis of

                  Financial Condition and Results of Operations.........................................19

Item 3.           Quantitative and Qualitative Disclosures about Market Risk............................30


                           PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K......................................................31

                  Signatures............................................................................32

</TABLE>






                                        2

<PAGE>



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The condensed consolidated financial statements of TransMontaigne Inc. are
included herein beginning on the following page.

                                       3
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

Condensed Consolidated Balance Sheets March 31, 2000 (Unaudited) and June 30,
1999 (In thousands, except share amounts)

Assets
------                                                                            March 31,              June 30,
                                                                                    2000                   1999
                                                                             -----------------      -----------------
Current assets:
<S>                                                                        <C>                                <C>
     Cash and cash equivalents                                             $           33,315                 13,927
     Trade accounts receivable                                                        128,354                174,122
     Inventories                                                                      185,213                378,207
     Prepaid expenses                                                                   5,361                  4,355
                                                                             -----------------      -----------------
                                                                                      352,243                570,611
                                                                             -----------------      -----------------
Property, plant and equipment:
     Land                                                                              15,003                 15,165
     Plant and equipment                                                              338,872                458,749
     Accumulated depreciation                                                         (34,251)               (37,572)
                                                                             -----------------      -----------------
                                                                                      319,624                436,342
                                                                             -----------------      -----------------
Investments and other assets:
     Investments in petroleum related assets                                           46,141                 46,141
     Deferred tax assets, net                                                          24,938                      -
     Deferred debt issuance costs, net                                                  9,700                 11,529
     Unrealized gains on energy related contracts                                           -                  8,996
     Other assets, net                                                                  1,764                 21,889
                                                                             -----------------      -----------------
                                                                                       82,543                 88,555
                                                                             -----------------      -----------------
                                                                           $          754,410              1,095,508
                                                                             =================      =================
Liabilities and Stockholders' Equity

Current liabilities:
     Trade accounts payable                                                $          109,948                164,162
     Inventory due under exchange agreements                                           73,478                 25,791
     Excise taxes payable                                                              28,644                 25,681
     Other accrued liabilities                                                          3,921                  5,371
     Current portion of long-term debt                                                  1,992                  2,000
                                                                             -----------------      -----------------
                                                                                      217,983                223,005
                                                                             -----------------      -----------------
Long-term debt                                                                        205,000                495,672

Deferred tax liabilities, net                                                               -                    780

Stockholders' equity:
     Preferred stock, par value $.01 per share, authorized 2,000,000 shares,
          issued and outstanding 170,115 shares Series A Convertible at March
          31, 2000 and June 30, 1999, liquidation preference of $170,115,000          170,115                170,115
     Common stock, par value $.01 per share,
          authorized  80,000,000  shares  at March  31,  2000 and June 30,
          1999, issued and outstanding 30,667,024 shares at March 31, 2000
          and 30,479,024 shares at June 30, 1999                                          307                    305
     Capital in excess of par value                                                   198,696                197,122
     Unearned compensation                                                             (1,245)                     -
     Retained earnings (accumulated deficit)                                          (36,446)                 8,509
                                                                             -----------------      -----------------
                                                                                      331,427                376,051
                                                                             -----------------      -----------------

                                                                           $          754,410              1,095,508
                                                                             =================      =================
See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

TRANSMONTAIGNE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

Three Months and Nine Months Ended March 31, 2000 and 1999 (Unaudited) (In
thousands, except per share amounts)
                                                               Three Months Ended               Nine Months Ended
                                                                   March 31,                        March 31,
                                                         -------------------------------   -----------------------------
                                                              2000             1999            2000           1999
                                                         ----------------   ------------   -------------  --------------
<S>                                                    <C>                      <C>           <C>             <C>
Revenues                                               $       1,209,470        769,369       3,681,502       1,973,790

Costs and expenses:
     Product costs                                             1,175,296        732,320       3,603,635       1,889,610
     Operating expenses                                           11,375         12,403          44,487          31,560
     Impairment of long lived assets                                   -              -          50,136               -
     General and administrative                                    5,502          5,011          17,202          13,228
     Depreciation and amortization                                 4,730          5,098          17,371          12,019
                                                         ----------------   ------------   -------------  --------------
                                                               1,196,903        754,832       3,732,831       1,946,417
                                                         ----------------   ------------   -------------  --------------
               Operating income (loss)                            12,567         14,537         (51,329)         27,373

Other income (expenses):
     Dividend income from petroleum related assets                   345            560           1,119             899
     Interest income                                                 514            144           1,696             903
     Gain (loss) on disposition of assets                         (1,566)             -          15,021               -
     Interest expense                                             (4,667)        (9,463)        (23,424)        (19,113)
     Amortization of deferred debt issuance costs                   (872)        (1,347)         (6,663)         (2,405)
     Other financing costs                                          (224)          (443)           (714)           (875)
                                                         ----------------   ------------   -------------  --------------
                                                                  (6,470)       (10,549)        (12,965)        (20,591)
                                                         ----------------   ------------   -------------  --------------
               Earnings (loss) before income taxes                 6,097          3,988         (64,294)          6,782

Income tax (expense) benefit                                      (2,442)        (1,515)         25,718          (2,577)
                                                         ----------------   ------------   -------------  --------------
               Net earnings (loss)                                 3,655          2,473         (38,576)          4,205

Preferred stock dividends                                         (2,126)          (148)         (6,379)           (148)
                                                         ----------------   ------------   -------------  --------------
               Net earnings (loss) attributable to
                    common stockholders                $           1,529          2,325         (44,955)          4,057
                                                         ================   ============   =============  ==============
Weighted average common shares outstanding:
               Basic                                              30,630         30,471          30,569          28,470
                                                         ================   ============   =============  ==============
               Diluted                                            30,947         31,189          30,569          29,197
                                                         ================   ============   =============  ==============
Earnings (loss) per common share:

               Basic                                   $            0.05           0.08           (1.47)           0.14
                                                         ================   ============   =============  ==============
               Diluted                                 $            0.05           0.07           (1.47)           0.14
                                                         ================   ============   =============  ==============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

<TABLE>
<CAPTION>

TRANSMONTAIGNE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity
Year Ended June 30, 1999 and Nine Months Ended March 31, 2000 (Unaudited)
(In thousands)

                                                                                                       Retained

                                                                      Capital in                       earnings
                                           Preferred      Common       excess of       Unearned      (accumulated
                                             stock        stock        par value     compensation      deficit)        Total
                                          ------------  -----------   ------------  ---------------  --------------  ----------

<S>                                               <C>          <C>        <C>                 <C>            <C>       <C>
Balance at June 30, 1998                $           -          260        136,780             (618)          8,844     145,266

Preferred stock issued in connection
     with stock purchase agreements           170,115            -              -                -              -      170,115
Costs related to issuance of preferred
     stock                                          -            -           (327)               -              -         (327)
Common stock issued for options
     exercised                                      -            -             84                -              -           84
Common stock issued for services                    -            -             93                -              -           93
Tax benefit arising from options
     exercised                                      -            -             63                -              -           63
Unearned compensation related to
     restricted stock awards                        -            -            162             (162)             -            -
Amortization of unearned compensation               -            -              -              780              -          780
Common stock issued in acquisition of
     Louis Dreyfus Energy Corp.                     -           45         60,390                -              -       60,435
Common stock repurchased and retired                -            -           (123)               -              -         (123)
Preferred stock dividends                           -            -              -                -          (2,274)     (2,274)
Net earnings                                        -            -              -                -           1,939       1,939
                                          ------------  -----------   ------------  ---------------  --------------  ----------
Balance at June 30, 1999                      170,115          305        197,122                -           8,509     376,051

Common stock issued for options
     exercised                                      -            -             92                -              -           92
Unearned compensation related to
     restricted stock awards                        -            2          1,482           (1,484)             -            -
Amortization of unearned compensation               -            -              -              239              -          239
Preferred stock dividends                           -            -              -                -          (6,379)     (6,379)
Net loss                                            -            -              -                -         (38,576)    (38,576)
                                          ------------  -----------   ------------  ---------------  --------------  ----------

Balance at March 31, 2000               $     170,115          307        198,696           (1,245)       (36,446)     331,427
                                          ============  ===========   ============  ===============  ==============  ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

<TABLE>
<CAPTION>

TRANSMONTAIGNE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2000 and 1999 (Unaudited)

(In thousands)

                                                                                    2000                  1999
                                                                              ------------------    ------------------
Cash flows from operating activities:

<S>                                                                       <C>           <C>                     <C>
     Net earnings (loss)                                                  $             (38,576)                4,205
     Adjustments to reconcile net earnings (loss) to net
       cash provided (used) by operating activities:
               Depreciation and amortization                                             17,371                12,019
               Deferred tax expense (benefit)                                           (25,718)                2,212
               Loss (gain) on disposition of assets                                     (15,024)                   14
               Impairment of long lived assets                                           50,136                     -
               Amortization of unearned compensation                                        239                   780
               Amortization of deferred debt issuance costs                               6,663                 2,405
               Changes in operating assets and liabilities,
                    net of noncash activities:
                 Trade accounts receivable                                               46,099               (26,706)
                 Inventories                                                            201,990               (61,578)
                 Prepaid expenses                                                        (1,007)               (1,218)
                 Trade accounts payable                                                 (55,190)               29,774
                 Inventory due under exchange
                    agreements                                                           47,687                 3,155
                 Excise taxes payable and other
                    accrued liabilities                                                   1,513                 7,594
                                                                              ------------------    ------------------
                           Net cash provided (used)
                              by operating activities                                   236,183               (27,344)
                                                                              ------------------    ------------------
Cash flows from investing activities:

     Purchases of property, plant and equipment                                         (52,894)              (52,695)
     Proceeds from disposition of assets                                                137,325                     -
     Acquisition of Louis Dreyfus Energy Corp.                                                -              (293,057)
     Investment in West Shore Pipe Line Company                                               -               (35,961)
     Increase (decrease) in other assets, net                                               574                  (597)
                                                                              ------------------    ------------------
                           Net cash provided (used)
                              by investing activities                                    85,005              (382,310)
                                                                              ------------------    ------------------
Cash flows from financing activities:

     Borrowings (repayments) of long-term debt, net                                    (290,680)              345,508
     Deferred debt issuance costs                                                        (4,833)               (9,531)
     Preferred stock issued, net of receivable under preferred
          stock purchase agreements                                                           -                59,500
     Common stock issued                                                                     92                    35
     Common stock repurchased and retired                                                     -                  (123)
     Preferred stock dividends paid                                                      (6,379)                    -
                                                                              ------------------    ------------------
                           Net cash provided (used)
                              by financing activities                                  (301,800)              395,389
                                                                              ------------------    ------------------
                           Increase (decrease) in cash
                              and cash equivalents                                       19,388               (14,265)

Cash and cash equivalents at beginning of period                                         13,927                27,215
                                                                              ------------------    ------------------

Cash and cash equivalents at end of period                                $              33,315                12,950
                                                                              ==================    ==================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>

<TABLE>
<CAPTION>

TRANSMONTAIGNE INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)
Nine Months Ended March 31, 2000 and 1999 (Unaudited)

(In thousands)

-----------------------------------------------------------------------------------------------------------------------

                                                                                     2000                  1999
                                                                               ------------------    ------------------

Supplemental disclosures of cash flow information:

Acquisition of Louis Dreyfus Energy Corp. ("LDEC")

<S>                                                                         <C>                                <C>
Fair value of assets acquired                                               $                  -               456,990
Fair value of liabilities assumed                                                              -              (103,498)
                                                                               ------------------    ------------------
                                                                                               -               353,492

Fair value of common stock issued                                                              -               (60,435)
                                                                               ------------------    ------------------

Cash paid in acquisition                                                    $                  -               293,057
                                                                               ==================    ==================


Disposition of Bear Paw Energy Inc. ("BPEI")

Carrying basis of assets sold                                              $             114,563                   -
Net gain on disposition                                                                   16,587                   -
                                                                               ------------------    ------------------

Total consideration received                                               $             131,150                   -
                                                                               ==================    ==================
</TABLE>


See accompanying notes to consolidated financial statements.

                                       8
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(1)    Summary of Significant Accounting Policies

       Nature of Business

       TransMontaigne Inc. ("TransMontaigne") provides a broad range of
       integrated transportation, terminaling, storage, supply, distribution,
       gathering, processing and marketing services to producers, refiners,
       distributors, marketers and industrial end-users of petroleum products,
       chemicals, other bulk liquids, natural gas and crude oil in the
       downstream sector of the petroleum and chemical industries.
       TransMontaigne is a holding company which conducts its operations through
       wholly-owned subsidiaries primarily in the Mid-Continent, Gulf Coast,
       Southeast, Mid-Atlantic, Northeast and Rocky Mountain regions of the
       United States. TransMontaigne operations are divided into three
       logistical petroleum services business segments: pipelines, which
       includes transportation and delivery of refined petroleum products and
       crude oil; terminals, which includes terminaling and storage of refined
       petroleum products, crude oil, chemicals and other bulk liquids; and
       products, which includes supply, distribution and marketing of refined
       petroleum products and natural gas liquids ("NGL"); and a natural gas
       services business segment which includes gathering, treating, processing,
       fractionating and marketing NGL and natural gas, which was divested
       effective December 31, 1999. Segment information is presented in the
       notes to the condensed consolidated financial statements. TransMontaigne
       does not explore for, or produce, crude oil or natural gas; and does not
       own crude oil or natural gas reserves.

       Basis of Presentation

       The condensed consolidated financial statements included in this Form
       10-Q have been prepared by TransMontaigne without audit pursuant to the
       rules and regulations of the Securities and Exchange Commission.
       Accordingly, these statements reflect adjustments (consisting only of
       normal recurring entries) which are, in the opinion of TransMontaigne
       management, necessary for a fair statement of the financial results for
       the interim periods. Certain information and notes normally included in
       financial statements prepared in accordance with generally accepted
       accounting principles have been condensed or omitted pursuant to such
       rules and regulations, although TransMontaigne believes that the
       disclosures are adequate to make the information presented not
       misleading. These condensed consolidated financial statements should be
       read in conjunction with the financial statements and related notes,
       together with management's discussion and analysis of financial condition
       and results of operations included in TransMontaigne's Annual Report on
       Form 10-K for the year ended June 30, 1999.

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires TransMontaigne management to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities at the date of the financial statements and the reported
       amounts of revenues and expenses during the reporting period. Changes in
       these estimates and assumptions will occur as a result of the passage of
       time and the occurrence of future events, and actual results will differ
       from the estimates.

       The accounting and financial reporting policies of TransMontaigne and its
       subsidiaries conform to generally accepted accounting principles and
       prevailing industry practices. All significant intercompany accounts and
       transactions have been eliminated in consolidation.

                                       9
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(1)    Summary of Significant Accounting Policies (continued)

       Inventory Risk Management

       TransMontaigne utilizes derivative financial instruments to manage market
       risks associated with certain energy commodities.

       In connection with its products supply, distribution and marketing
       business, TransMontaigne engages in trading activities. Trading
       activities are accounted for using the mark-to-market method of
       accounting. During the fiscal year ended June 30, 1999, TransMontaigne
       adopted the provisions of Emerging Issues Task Force Issue No. 98-10,
       Accounting for Contracts Involved in Energy Trading and Risk Management
       Activities ("EITF 98-10"), which requires energy trading contracts to be
       recorded at fair value on the balance sheet, with the changes in fair
       value included in earnings.

       Trading activities are conducted through a variety of financial
       instruments, including forward contracts involving cash settlement or
       physical delivery of energy commodities; swap contracts which require
       payments to (or receipts from) counterparties based on the differential
       between a fixed and variable price for the commodities; exchange-trade
       options; over-the-counter options; and other contractual arrangements.

       Under mark-to-market accounting, commodity and energy related contracts
       are reflected at fair value with resulting gains and losses recorded in
       operating income. The net gains and losses recognized in the current
       period result primarily from transactions originating within the period
       and the impact of current period price movements on transactions
       originating in prior periods. Unrealized gains and losses from energy
       trading activities are recorded as assets and liabilities.

       The market value of these energy contracts is based upon management's
       estimate, considering various factors including closing exchange and
       over-the-counter quotations, time value and volatility factors underlying
       the commitments. The market values are adjusted to reflect the potential
       impact of liquidating TransMontaigne's position in an orderly manner over
       a reasonable period of time under present market conditions.

       TransMontaigne's Product and Risk Management Committee reviews the total
       inventory and risk position on a regular basis in order to ensure
       compliance with TransMontaigne's inventory management policies, including
       hedging and trading activities. Policy change requires the prior approval
       of the Product and Risk Management Committee and the Audit Committee of
       the Board of Directors.

       Recently Issued Accounting Pronouncement

       In 1998, the Financial Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, Accounting for
       Derivative Instruments and Hedging Activities. SFAS 133 establishes
       accounting and reporting standards requiring that every derivative
       instrument (including certain derivative instruments embedded in other
       contracts) be recorded on the balance sheet as either an asset or
       liability measured at its fair value. The statement requires that changes
       in the derivative's fair value be recognized currently in earnings unless
       specific hedge accounting criteria are met. SFAS 133 as amended by SFAS
       137 is effective for fiscal quarters of fiscal years beginning after June
       15, 2000. TransMontaigne is in the process of assessing the impact, if
       any, that SFAS 133 will have on its consolidated financial statements.

                                       10
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(1)    Summary of Significant Accounting Policies (continued)

       Reclassifications

       Certain amounts in the accompanying condensed consolidated financial
       statements for prior periods have been reclassified to conform to the
       classifications used at March 31, 2000.

(2)    Disposition of Assets

       Effective December 31, 1999, TransMontaigne sold its natural gas
       gathering subsidiary, Bear Paw Energy Inc., ("BPEI"), to BPE Acquisition
       LLC ("BPE"), a special purpose entity formed by Bear Paw's management in
       association with Thomas J. Edelman and Chase Capital Partners. The sale
       of BPEI was for cash consideration of $107.5 million, plus $23.7 million
       of retroactive reimbursement for all of the capital expenditures made by
       TransMontaigne on BPEI's newly constructed Powder River coal seam
       gathering system from July 1, 1999 to December 31, 1999. This disposition
       generated an approximate $16.6 million net gain to TransMontaigne. The
       $131.2 million total sale proceeds were used to reduce long term debt and
       for general corporate purposes.

(3)    Acquisitions of Assets

       On June 30, 1999, TransMontaigne, through wholly-owned subsidiaries
       TransMontaigne Terminaling Inc. ("TTI") and TransMontaigne Product
       Services Inc. ("TPSI"), acquired from Amerada Hess Corporation the Hess
       Southeastern Pipeline Network ("Hess Terminals") of refined petroleum
       product facilities for approximately $66,200,000 cash, and related
       refined products inventory for $32,500,000 cash. The Hess Terminals,
       which are interconnected to the Colonial and Plantation pipeline systems,
       include approximately 5.3 million barrels of tankage at 11 storage and
       terminal facilities and 36 miles of proprietary pipelines.

       On October 30, 1998, TransMontaigne, through a wholly-owned subsidiary,
       TPSI, acquired all of the common stock of LDEC for approximately
       $161,000,000, including $100,565,000 cash and 4.5 million shares of
       TransMontaigne common stock valued at $60,435,000. In addition,
       TransMontaigne acquired LDEC's working capital for $192,492,000 cash. The
       LDEC acquisition included 24 refined petroleum products terminal and
       storage facilities, of which 7 are wholly owned and 17 are owned jointly
       with BP Amoco, together with its supply, distribution and marketing
       business. These facilities are located in 9 states in the Southern and
       Eastern regions of the United States; have approximately 4.2 million
       barrels of TransMontaigne owned storage capacity; and are supplied
       primarily by the Colonial and Plantation pipeline systems.

       TransMontaigne accounted for these acquisitions using purchase method
       accounting as of the effective date of each transaction. Accordingly, the
       purchase price of each transaction was allocated to the assets and
       liabilities acquired based upon the estimated fair value of those assets
       and liabilities as of the acquisition date. TransMontaigne received a
       third party appraisal in connection with the LDEC allocation. The cash
       used to purchase the above acquisitions was funded by advances from
       TransMontaigne's credit facility.

                                       11
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

       The following summary presents unaudited actual and pro forma results of
       operations. The pro forma information assumes that the acquisition of
       LDEC and the sale of BPEI occurred as of July 1, 1998, and combines the
       historical results of operations of TransMontaigne, excluding BPEI, for
       the three months and nine months ended March 31, 2000 and 1999, with the
       historical results of operations of LDEC for the three months and nine
       months ended March 31, 2000 and 1999. The unaudited pro forma results of
       operations are not necessarily indicative of the results of operations
       which would actually have occurred if LDEC had been acquired and BPEI had
       been sold as of the beginning of the pro forma period, or which will be
       attained in the future.

<TABLE>
<CAPTION>

                                                   Three Months Ended March 31,           Nine Months Ended March 31,
                                               -------------------------------------  -------------------------------------
                                                      2000                1999               2000                1999
                                                 ----------------    ---------------    ----------------    ---------------
                                                    (Actual)          (Pro forma)         (Pro forma)        (Pro forma)
                                                 ----------------    ---------------    ----------------    ---------------
                                                  (In thousands, except per share        (In thousands, except per share
                                                              amounts)                               amounts)

<S>                                          <C>                            <C>               <C>                <C>
     Revenues                                $         1,209,470            757,431           3,641,883          2,784,760
                                                 ================    ===============    ================    ===============

     Net earnings (loss)                     $             3,655              3,333             (39,719)             7,825
     Preferred stock dividends                            (2,126)              (148)             (6,379)              (148)
                                                 ----------------    ---------------    ----------------    ---------------
     Net earnings (loss) attributable to
          common stockholders                $             1,529              3,185             (46,098)             7,677
                                                 ================    ===============    ================    ===============

     Earnings (loss) per common share:

               Basic                         $              0.05               0.10               (1.51)              0.25
                                                 ================    ===============    ================    ===============
               Diluted                       $              0.05               0.10               (1.51)              0.25
                                                 ================    ===============    ================    ===============
</TABLE>


(4)    Inventories

       TransMontaigne manages inventory by utilizing risk and portfolio
       management disciplines including certain hedging strategies, forward
       purchases and sales, swaps and other financial instruments to manage
       market exposure. In managing inventory balances and related financial
       instruments, management evaluates the market exposure from an overall
       portfolio basis which considers both continuous movement of inventory
       balances and related open positions in commodity trading instruments.

       TransMontaigne's refined petroleum products inventory consists primarily
       of gasoline and distillates. Inventory is divided into inventory held for
       sale or exchange in the ordinary course of business and minimum inventory
       which represents working stocks (pipeline in-transit and minimum terminal
       inventory), pipeline line fill and terminal tank bottoms. Minimum
       inventory is required to be held for operating balances in the conduct of
       TransMontaigne's daily supply, distribution and marketing activities and
       is maintained both in tanks and pipelines owned by TransMontaigne and
       pipelines owned by third parties.

       Contractual commitments are subject to risks including market value
       fluctuations, as well as counterparty credit and liquidity risk.
       TransMontaigne has established procedures to continually monitor these
       contracts in order to minimize credit risk, including the establishment
       and review of credit limits, margin requirements, master netting
       arrangements, letters of credit and other guarantees.

                                       12
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(5)    Property, Plant and Equipment
<TABLE>
<CAPTION>

       Property, plant and equipment at March 31, 2000 and June 30, 1999 is as
       follows (in thousands):

                                                          March 31,            June 30,
                                                             2000                1999
                                                       -----------------   ------------------

<S>                                                  <C>                              <C>
        Land                                         $           15,003               15,165
        Pipelines, rights of way
             and equipment                                       36,402               33,661
        Terminals and equipment                                 285,292              296,544
        Natural gas gathering
             and processing                                           -              108,533
        Other plant and equipment                                17,178               20,011
                                                       -----------------   ------------------
                                                                353,875              473,914
        Less accumulated depreciation                            34,251               37,572
                                                       -----------------   ------------------

                                                     $          319,624              436,342
                                                       =================   ==================
</TABLE>

(6)    Investments

       TransMontaigne, through its 65% ownership of TransMontaigne Holding Inc.,
       effectively owns 18.04% of the common stock of Lion Oil Company ("Lion").
       Lion owns a 65,000 barrel per day refinery in El Dorado, Arkansas; a
       188-mile crude oil transportation pipeline in east Texas; a 1,100-mile
       crude oil gathering system in south Arkansas and north Louisiana; and two
       refined petroleum products terminals in Tennessee. At March 31, 2000 and
       June 30, 1999, TransMontaigne's investment in Lion, carried at cost, was
       approximately $10,111,000.

       TransMontaigne, through a wholly-owned subsidiary, TransMontaigne
       Pipeline Inc., owns 20.38% common stock interest in West Shore Pipe Line
       Company ("West Shore"). Although TransMontaigne owns 20.38%, it does not
       exercise significant influence over the operations of West Shore and
       therefore carries its $35,960,000 investment at cost. TransMontaigne
       recorded dividend income from West Shore of $1,119,000 and $899,000
       during the nine months ended March 31, 2000 and 1999, respectively.

(7)    Impairment on long lived assets

       During the three months ended December 31, 1999, TransMontaigne recorded
       non-cash impairment charges totaling $50.1 million, before income taxes.
       These charges include $31.9 million relating to certain of
       TransMontaigne's refined petroleum product terminals added in the 1998
       acquisition of LDEC and $18.2 million relating to certain intangible
       assets recorded as a result of the same acquisition. In accordance with
       generally accepted accounting principles, TransMontaigne is required to
       review the book values of long lived assets for impairment. In
       calculating this impairment charge, TransMontaigne applied SFAS 121 in
       estimating future cash flows by terminal, discounting those estimated
       future cash flows at a 10% rate, which approximates TransMontaigne's cost
       of capital, and then comparing the discounted future cash flows to the
       net book value of each terminal. The impairment charge resulted from the
       change in the planned use of certain terminals and the abandonment of a
       pipeline that supplied one terminal, thereby significantly impacting the
       economic viability of such terminals. Each of these factors reduced or
       eliminated future cash flows. The $31.9 million impairment charge for the
       terminals reduces the book value of these assets to their estimated fair
       value as determined in TransMontaigne's impairment analysis.

       The additional $18.2 million impairment charge for the intangible assets
       represents the unamortized balance of these assets. Management's review
       of the market location differentials associated with these assets showed
       that TransMontaigne received little or no value from these assets in the
       last twelve months. In addition, management does not anticipate any
       material future value utilizing these assets.

                                       13
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(8)    Long-term Debt
<TABLE>
<CAPTION>

       Long-term debt at March 31, 2000 and June 30, 1999 is as follows (in
       thousands):

                                                                        March 31,            June 30,
                                                                          2000                 1999
                                                                    ------------------   ------------------
<S>                                                             <C>                                <C>
      Line of credit                                            $             155,000              418,690
      Senior promissory notes                                                  50,000               75,000
      123/4% senior subordinated debentures, net
           of discount                                                          1,992                3,982
                                                                    ------------------   ------------------
                                                                              206,992              497,672
      Less current maturity                                                     1,992                2,000
                                                                    ------------------   ------------------
                                                                $             205,000              495,672
                                                                    ==================   ==================
</TABLE>

       TransMontaigne amended its bank credit facility and Master Shelf
       Agreement effective December 31, 1999. The amended bank credit facility
       was reduced to a $395,000,000 credit facility consisting of a
       $300,000,000 revolving component due December 31, 2003 and a $95,000,000
       term component due June 30, 2006. The term component has quarterly
       principal payments required beginning in September 2000. Borrowings under
       this credit facility bear interest at an annual rate equal to the
       lender's Alternate Base Rate plus margins, subject to a Eurodollar Rate
       pricing option at TransMontaigne's election. The effective interest rate
       at March 31, 2000 was 8.7%.

       In April 1997, TransMontaigne entered into a Master Shelf Agreement with
       an institutional lender which provides that the lender will agree to
       quote, from time to time, an interest rate at which the lender would be
       willing to purchase, on an uncommitted basis, up to $100 million of
       TransMontaigne's senior promissory notes which will mature in no more
       than 12 years, with an average life not in excess of 10 years. On April
       17, 1997 and December 16, 1997, TransMontaigne sold $50,000,000 of 7.85%
       and $25,000,000 of 7.22% Senior Notes due April 17, 2003 and October 17,
       2004, respectively. Under the amended Master Shelf Agreement, the
       commitment was reduced to $75,000,000. On January 20, 2000,
       TransMontaigne paid down $25,000,000 of the $50,000,000 of 7.85% senior
       notes with a portion of the proceeds from the sale of BPEI.

       Each of the amended bank credit facility and amended Master Shelf
       Agreement is secured by certain current assets and fixed assets, and each
       also includes financial tests relating to fixed charge coverage, current
       ratio, maximum leverage ratio, consolidated tangible net worth, cash
       distributions and open inventory positions. As of March 31, 2000,
       TransMontaigne was in compliance with all such tests contained in the
       amended agreements.

       At March 31, 2000 TransMontaigne had an outstanding balance of $2,000,000
       of the originally issued $4,000,000 of 12.75% senior subordinated
       debentures which are guaranteed by certain subsidiaries. The outstanding
       debentures are subject to a required redemption on December 15, 2000. The
       debentures may be prepaid prior to maturity at a premium, under certain
       circumstances. In conjunction with the issuance of these debentures,
       TransMontaigne issued warrants to purchase 248,686 shares of its common
       stock at $3.60 per share.

       Cash payments for interest were approximately $22,855,000 and $17,188,000
       for the nine months ended March 31, 2000 and 1999, respectively.

                                       14
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(9)    Stockholders' Equity

       On March 25, 1999 and March 30, 1999, TransMontaigne closed a private
       placement of $170,115,000 of $1,000 Series A Convertible Preferred Stock
       Units (the "Units"). Each Unit consists of one share of 5% convertible
       preferred stock (the "Preferred Stock"), convertible into common stock at
       $15 per share, and 66.67 warrants, each warrant exercisable to purchase
       six-tenths of a share of common stock at $14 per share. Dividends are
       cumulative and payable quarterly. TransMontaigne may redeem the Preferred
       Stock on December 31, 2003 at the liquidation value of $1,000 per share
       plus any accrued but unpaid dividends. If the Preferred Stock remains
       outstanding after December 31, 2003, the dividend rate will increase to
       an annual rate of 16%. The Preferred Stock is convertible any time and
       may be called for redemption by TransMontaigne after the second year if
       the market price of the common stock is greater than 175% of the
       conversion price at the date of the call. Proceeds were used to reduce
       bank debt incurred in connection with the LDEC acquisition and for
       general corporate purposes.

(10)   Restricted Stock

       TransMontaigne has a restricted stock plan that provides for awards of
       common stock to certain key employees, subject to forfeiture if
       employment terminates prior to the vesting dates. The market value of
       shares awarded under the plan is recorded in stockholders' equity as
       unearned compensation. During the nine months ended March 31, 2000 and
       1999, the TransMontaigne Compensation Committee of the Board of Directors
       awarded 175,000 and 12,000 shares to certain key employees, respectively.
       At March 25, 1999, the vesting of all the shares not then vested was
       accelerated due to an ownership change resulting from the private
       placement of the Series A Convertible Preferred Stock and the unamortized
       balance of the unearned compensation was fully amortized. Amortization of
       unearned compensation of $239,000 and $780,000 is included in general and
       administrative expense for the nine months ended March 31, 2000 and 1999,
       respectively.

(11)   Litigation

       TransMontaigne is a party to various claims and litigation in its normal
       course of business. Although no assurances can be given, TransMontaigne
       management believes that the ultimate resolution of such claims and
       litigation, individually or in the aggregate, will not have a materially
       adverse impact on TransMontaigne's financial position or its results of
       operations.

                                       15
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(12)    Earnings Per Share ("EPS")
<TABLE>
<CAPTION>

       The following table reconciles the computation of basic EPS and diluted
       EPS for the three months and nine months ended March 31, 2000 and 1999:

                                                                Three Months Ended                  Nine Months Ended
                                                                    March 31,                           March 31,
                                                         ---------------------------------     -----------------------------
                                                             2000               1999              2000            1999
                                                         --------------    ---------------     -----------    --------------
                                                                  (In thousands,                      (In thousands,
                                                            except per share amounts)           except per share amounts)

<S>                                                   <C>                           <C>           <C>                 <C>
      Net earnings (loss)                             $          3,655              2,473         (38,576)            4,205
      Preferred stock dividends                                 (2,126)              (148)         (6,379)             (148)
                                                         --------------    ---------------     -----------    --------------
      Net earnings (loss) attributable to common
           stockholders for basic EPS                            1,529              2,325         (44,955)            4,057
      Effect of dilutive securities                                  -                  -               -                 -
                                                         --------------    ---------------     -----------    --------------
      Net earnings (loss) attributable to common
           stockholders for diluted EPS               $          1,529              2,325         (44,955)            4,057
                                                         ==============    ===============     ===========    ==============

      Basic weighted-average shares                             30,630             30,471          30,569            28,470
      Effect of dilutive securities:
                Stock options                                      228                542               -               546
                Stock warrants                                      89                176               -               181
                                                         --------------    ---------------     -----------    --------------
      Diluted weighted-average shares                           30,947             31,189          30,569            29,197
                                                         ==============    ===============     ===========    ==============
      Earnings (loss) per shares:
           Basic                                      $           0.05               0.08           (1.47)             0.14
                                                         ==============    ===============     ===========    ==============
           Diluted                                    $           0.05               0.07           (1.47)             0.14
                                                         ==============    ===============     ===========    ==============
</TABLE>


                                       16
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(13)   Business Segments

       TransMontaigne provides a broad range of integrated transportation,
       terminaling, supply, distribution, gathering, processing and marketing
       services to producers, refiners, distributors, marketers and industrial
       end-users of petroleum products, chemicals, other bulk liquids, natural
       gas and crude oil in the downstream sector of the petroleum and chemical
       industries. TransMontaigne conducts its business through five segments:

o             Products - consists of services for the supply and distribution of
              refined petroleum products through product exchanges, and bulk
              purchases and sales in the physical, futures cash and New York
              Mercantile Exchange ("NYMEX") markets, and the marketing of
              refined petroleum products and NGL to retail, wholesale and
              industrial customers at truck terminal rack locations, and
              providing related value-added fuel procurement and management
              services.

o             Terminals - consists of services provided through the ownership
              and/or operation of terminaling and storage facilities handling
              petroleum products, chemicals and other bulk liquids with receipt
              and delivery connections via pipelines, barges, tankers, rail cars
              and trucks.

o             Pipelines - consists of services provided through the ownership
              and operation of refined petroleum product pipelines, and a crude
              oil gathering pipeline system, and related delivery and storage
              facilities with interconnections to other pipelines and to
              terminaling, storage delivery facilities.

o             Natural gas - consists of services provided through the ownership
              and operation of natural gas pipeline gathering systems,
              processing plants and related facilities for the gathering,
              treating, processing, fractionating and reselling of natural gas
              and NGL. This segment was eliminated effective December 31, 1999
              (see Note 2).

o             Corporate - consists of assets and corporate income and expense
              not specifically included in other business segments.

       Eliminations represent intercompany transactions between TransMontaigne's
       business segments, primarily relating to services performed by the
       terminals and pipelines segments for and sales of NGL by the natural gas
       segment to the product segment.

       For the nine months ended March 31, 2000, revenues; depreciation and
       amortization; operating income; and capital expenditure amounts for the
       natural gas segment reflect the activities prior to the sale of this
       subsidiary effective December 31, 1999 (see Note 2). Accordingly, no
       identifiable assets are shown for this segment at March 31, 2000. Also,
       operating income for the products segment does not include the
       $18,236,000 expense and the terminals segment does not include the
       $31,900,000 expense related to the impairment of long lived assets for
       the nine months ended March 31, 2000.

                                       17
<PAGE>


TRANSMONTAIGNE INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2000

(13)   Business Segments (continued)

       Information about TransMontaigne's business segments for the three months
       and nine months ended March 31, 2000 and 1999 is summarized below (in
       thousands):
<TABLE>
<CAPTION>
                                                                Three Months Ended                  Nine Months Ended
                                                                    March 31,                           March 31,
                                                         ---------------------------------     -----------------------------
                                                              2000              1999               2000            1999
                                                         ---------------    --------------     -------------    ------------
      Revenues:
<S>                                                   <C>                         <C>             <C>             <C>
           Products                                   $       1,199,919           751,344         3,634,246       1,931,159
           Terminals                                             15,440            11,877            47,268          27,256
           Pipelines                                              3,483             3,288            11,509          11,154
           Natural gas                                                -            11,938            39,620          39,162
           Corporate                                                 89               418               953           1,227
           Eliminations                                          (9,461)           (9,496)          (52,094)        (36,168)
                                                         ---------------    --------------     -------------    ------------
           Total consolidated                         $       1,209,470           769,369         3,681,502       1,973,790
                                                         ===============    ==============     =============    ============
      Depreciation and amortization:
           Products                                   $              12                 4               503              14
           Terminals                                              3,726             2,968            10,701           5,934
           Pipelines                                                375               295             1,068             807
           Natural gas                                                -             1,490             3,141           4,420
           Corporate                                                617               341             1,958             844
                                                         ---------------    --------------     -------------    ------------
           Total consolidated                         $           4,730             5,098            17,371          12,019
                                                         ===============    ==============     =============    ============
      Operating income (loss):
           Products                                   $          10,139            12,107           (15,596)         18,520
           Terminals                                              3,538             3,282             9,640           8,512
           Pipelines                                                262              (128)            2,006           2,117
           Natural gas                                                -              (274)            5,262           1,074
           Corporate                                             (1,372)             (450)           (2,505)         (2,850)
                                                         ---------------    --------------     -------------    ------------
           Total consolidated                         $          12,567            14,537            (1,193)         27,373
                                                         ===============    ==============     =============    ============
      Identifiable assets:
           Products                                   $         309,085           478,902           309,085         478,902
           Terminals                                            283,735           250,695           283,735         250,695
           Pipelines                                             66,435            64,996            66,435          64,996
           Natural gas                                                -            95,672                 -          95,672
           Corporate                                            100,630            51,745           100,630          51,745
           Eliminations                                          (5,475)           (7,701)           (5,475)         (7,701)
                                                         ---------------    --------------     -------------    ------------
           Total consolidated                         $         754,410           934,309           754,410         934,309
                                                         ===============    ==============     =============    ============
      Capital expenditures:
           Products                                   $               -                 -                 -               -
           Terminals                                              6,314             7,397            22,568          36,991
           Pipelines                                                379             2,360             2,384           8,171
           Natural gas                                                -             1,980            24,265           4,506
           Corporate                                                281               734             3,677           3,027
                                                         ---------------    --------------     -------------    ------------
           Total consolidated                         $           6,974            12,471            52,894          52,695
                                                         ===============    ==============     =============    ============
</TABLE>


                                       18
<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

TransMontaigne provides a broad range of integrated transportation, terminaling,
storage, supply, distribution, gathering, processing and marketing services to
producers, refiners, distributors, marketers and industrial end-users of
petroleum products, chemicals, other bulk liquids, natural gas and crude oil in
the downstream sector of the petroleum and chemical industries. TransMontaigne
is a holding company which conducts its operations through wholly-owned
subsidiaries primarily in the Mid-Continent, Gulf Coast, Southeast,
Mid-Atlantic, Northeast and Rocky Mountain regions of the United States.
TransMontaigne operations are divided into three business segments: pipelines,
which includes transportation and delivery of refined petroleum products and
crude oil; terminals, which includes terminaling and storage of refined
petroleum products, crude oil, chemicals and other bulk liquids; and products,
which includes supply, distribution and marketing of refined petroleum products
and natural gas liquids; and a natural gas services business segment which
includes gathering, treating, processing, fractionating and marketing natural
gas liquids ("NGL") and natural gas, which was divested effective December 31,
1999. Segment information is presented in the notes to the condensed
consolidated financial statements. TransMontaigne does not explore for, or
produce, crude oil or natural gas; and does not own crude oil or natural gas
reserves.

TransMontaigne owns and operates refined petroleum products, chemicals, other
bulk liquids, crude oil and natural gas assets. TransMontaigne's refined
petroleum products, chemicals, other bulk liquids and crude oil assets consist
primarily of 3 pipeline systems with approximately 850 miles of petroleum
products and crude oil pipeline and 73 terminal, storage and delivery facilities
located in 19 states with a combined tank storage capacity of approximately
21,000,000 barrels. TransMontaigne also extensively utilizes refined petroleum
products common carrier pipelines and terminals owned by third parties in order
to increase product volumes shipped, marketed and sold to and exchanged with
customers in other locations. Effective December 31, 1999, TransMontaigne sold
its natural gas gathering and processing assets which consisted of 6 gathering
and processing systems in 4 states and 1 Canadian province with combined
throughput capacity of 115 million cubic feet per day and over 2,900 miles of
pipelines.

DISPOSITIONS

Effective December 31, 1999, TransMontaigne sold its natural gas gathering
subsidiary, Bear Paw Energy Inc., ("BPEI"), to BPE Acquisition LLC ("BPE"), a
special purpose entity formed by BPEI's management in association with
Thomas J. Edelman and Chase Capital Partners. The sale of BPEI was for cash
consideration of $107.5 million, plus $23.7 million of retroactive reimbursement
for all of the capital expenditures made by TransMontaigne on BPEI's newly
constructed Powder River coal seam gathering system from July 1, 1999 to
December 31, 1999. This disposition generated an approximate $16.6 million net
gain to TransMontaigne. The $131.2 million total sale proceeds were used to
reduce long term debt and for general corporate purposes.

ACQUISITIONS

On June 30, 1999, TransMontaigne acquired from Amerada Hess Corporation the Hess
Terminals for approximately $66,200,000 cash and related refined products
inventory for approximately $32,500,000 cash. The Hess Terminals, which are
interconnected to the Colonial and Plantation pipeline systems, include
approximately 5.3 million barrels of tankage at 11 storage and terminal
facilities and 36 miles of proprietary pipelines.

On October 30, 1998, TransMontaigne acquired all of the common stock of LDEC for
approximately $161,000,000, including $100,565,000 cash and 4.5 million shares
of TransMontaigne common stock valued at $60,435,000. In addition,
TransMontaigne acquired LDEC's working capital for $192,492,000 cash. The LDEC
acquisition included 24 refined petroleum products terminal and storage
facilities, of which 7 are wholly owned and 17 are owned jointly with BP Amoco,
together with its supply, distribution and marketing business. These facilities
are located in 9 states in the Southern and Eastern regions of the United
States; have approximately 4.2 million barrels of TransMontaigne owned storage
capacity; and are supplied primarily by the Colonial and Plantation pipeline
systems.

                                       19
<PAGE>


INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Important factors which could cause actual
results to differ materially from those in the forward looking statements herein
include but are not limited to the following: TransMontaigne's success in
expanding its business by capitalizing on the trend by other companies in the
oil and gas industry to divest assets and outsource certain services,
TransMontaigne will generate net operating margins affected by price volatility
of products purchased and sold, TransMontaigne will enter into transactions with
counterparties having the ability to meet their financial commitments to
TransMontaigne, TransMontaigne will not incur unanticipated costs in complying
with current and future environmental regulations, TransMontaigne will generate
working capital internally, or have the ability to access debt and equity
resources, to meet its capital requirements, operating and financial risk
related to managing rapid growth. Although TransMontaigne believes that its
expectations are based on reasonable assumptions, it can give no assurance that
its goals will be achieved.

RESULTS OF OPERATIONS

TransMontaigne reported net earnings of $3,655,000 for the three months ended
March 31, 2000, compared to net earnings of $2,473,000 for the three months
ended March 31, 1999, an increase of $1,182,000. After preferred stock
dividends, net earnings attributable to common stockholders were $1,529,000 and
$2,325,000 for the three months ended March 31, 2000 and 1999, respectively.
Earnings per common share for the three months ended March 31, 2000 was $0.05
basic and diluted based on 30,630,000 weighted average basic and 30,947,000
weighted average diluted shares outstanding compared to $.08 basic and $.07
diluted for the three months ended March 31, 1999.

TransMontaigne reported a net loss of $38,576,000 for the nine months ended
March 31, 2000, compared to net earnings of $4,205,000 for the nine months ended
March 31, 1999, a decrease of $42,781,000. After preferred stock dividends, net
earnings (loss) attributable to common stockholders were $(44,955,000) and
$4,057,000 for the nine months ended March 31, 2000 and 1999, respectively. Loss
per common share for the nine months ended March 31, 2000 was $1.47 basic and
diluted based on 30,569,000 weighted average basic and diluted shares
outstanding compared to earnings per share of $.14 basic and diluted for the
nine months ended March 31, 1999.

Included in TransMontaigne's net loss for the nine months ended March 31, 2000
is an impairment charge on long lived assets of approximately $50.1 million ($30
million after tax) which was offset by a gain on the sale of BPEI of
approximately $16.6 million ($10 million after tax).

                                       20
<PAGE>


RESULTS OF OPERATIONS (continued)

Selected financial data from TransMontaigne's business segments are summarized
below (in thousands):
<TABLE>
<CAPTION>

                                                                           Three Months Ended             Nine Months Ended
                                                                                March 31,                     March 31,
                                                                        --------------------------     -------------------------
                                                                           2000           1999            2000          1999
                                                                        -----------    -----------     -----------    ----------
Net operating margins (1):
     Product operations:
<S>                                                                  <C>                   <C>              <C>          <C>
          Sales, exchanges and product arbitrage                     $      15,133         14,312           5,676        23,089
          Costs related to minimum inventory (2)                            (2,429)             -         (12,855)            -
                                                                        -----------    -----------     -----------    ----------
                                                                            12,704         14,312          (7,179)       23,089
     Terminal operations                                                     8,788          6,686          24,965        15,519
     Pipeline operations                                                     1,307          1,280           5,104         5,660
     Natural gas services operations                                             -          2,368          10,490         8,352
                                                                        -----------    -----------     -----------    ----------
          Total net operating margins                                       22,799         24,646          33,380        52,620

Impairment to long lived assets                                                  -              -          50,136             -
General and administrative expenses                                          5,502          5,011          17,202        13,228
Depreciation and amortization expenses                                       4,730          5,098          17,371        12,019
                                                                        -----------    -----------     -----------    ----------
          Operating income (loss)                                           12,567         14,537         (51,329)       27,373

Interest expense and related financing costs                                (5,763)       (11,253)        (30,801)      (22,393)
Dividend and interest income                                                   859            704           2,815         1,802
Gain (loss) on disposition of assets                                        (1,566)             -          15,021             -
Income tax (expense) benefit                                                (2,442)        (1,515)         25,718        (2,577)
                                                                        -----------    -----------     -----------    ----------
          Net earnings (loss)                                                3,655          2,473         (38,576)        4,205

Preferred stock dividends                                                   (2,126)          (148)         (6,379)         (148)
                                                                        -----------    -----------     -----------    ----------
          Net earnings (loss) attributable to common stockholders    $       1,529          2,325         (44,955)        4,057
                                                                        ===========    ===========     ===========    ==========
</TABLE>


(1)  Net operating margins represent revenues less product costs and operating
     expenses for the product and natural gas services segments and revenues
     less operating expenses for terminal and pipeline operations.

(2)  TransMontaigne did not measure the costs related to its minimum inventory
     separately in the prior periods since it was not on mark to market
     accounting for its inventories. Therefore, there is not a comparable amount
     for the prior period.

Selected volumetric data for TransMontaigne's business segments are summarized
below:
<TABLE>

<CAPTION>

                                                                           Three Months Ended        Nine Months Ended March
                                                                               March 31,                       31,
                                                                        -------------------------    -------------------------
                                                                           2000          1999          2000           1999
                                                                        -----------    ----------    ----------     ----------
<S>                                                                        <C>           <C>           <C>            <C>
  Products volumes - barrels per day                                       421,112       407,719       619,590        372,504
  Terminal volumes - barrels per day                                       420,358       386,615       478,069        276,721
  Pipeline volumes - barrels per day                                        58,480        54,288        73,036         62,955

     Note:   1 barrel equals 42 gallons
</TABLE>

                                       21
<PAGE>


THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1999

Product Operations

Product revenues and fees are generated from bulk sales and exchanges of refined
petroleum products to major energy companies and large independent energy
companies; wholesale distribution and sales of refined petroleum products to
jobbers and retailers; regional and national industrial end-user and commercial
wholesale storage and forward sales marketing contracts of refined petroleum
products; and tailored short and long-term fuel margin and risk management
arrangements to wholesale, retail and industrial end-users. Refined petroleum
products storage and forward sales transactions enable TransMontaigne to
purchase refined petroleum products inventory; utilize proprietary and leased
tankage, as well as line space controlled by TransMontaigne in major common
carrier pipelines; arbitrage location product prices differentials and
transportation costs; store the inventory; and, depending upon market
conditions, realize margins through sales in the futures cash market or NYMEX
contracts. All energy related contracts are marked to market with changes being
recognized in operations. Margin and risk management provide both
TransMontaigne's large and small volume customers an assured, ratable and cost
effective short or long-term delivered source of refined petroleum product
supply through proprietary pipelines and terminals, as well as through
non-proprietary pipeline, terminal, truck, rail and barge distribution channels.

TransMontaigne's refined petroleum products inventory consists primarily of
gasoline and distillates. Inventory is divided into inventory held for sale or
exchange in the ordinary course of business and minimum inventory which
represents working stocks (pipeline in-transit and minimum terminal inventory),
pipeline line fill and terminal tank bottoms. Minimum inventory is required to
be held for operating balances in the conduct of TransMontaigne's daily supply,
distribution and marketing activities and is maintained both in tanks and
pipelines owned by TransMontaigne and pipelines owned by third parties.

Product costs of product operations consist primarily of the cost of products
purchased, but also include transportation, storage, terminaling and sales
commission costs. In addition, product costs include the market valuation change
of the refined petroleum products minimum inventory.

Operating expenses of product operations primarily include wages and employee
benefits, property taxes, travel and entertainment expenses.

The net operating margin from product operations for the three months ended
March 31, 2000 was $12,704,000, which includes $2,429,000 costs related to
minimum inventory. This net operating margin compares to a net operating margin
of $14,312,000 for the three months ended March 31, 1999. Revenues were
$1,199,919,000 for the three months ended March 31, 2000 compared to
$751,344,000 for the three months ended March 31, 1999, an increase of
$448,575,000. Revenue increases were due to an increase in barrels sold, which
included the reduction of minimum inventory barrels required to be held, and an
increase in the price per barrel of refined petroleum products over the prior
year quarter.

TransMontaigne continued its strategy of hedging both its discretionary and
minimum inventory during the three months ended March 31, 2000. TransMontaigne
strategically reduced its minimum inventory levels while maximizing margins and
reducing costs related to the remaining 2 million minimum inventory barrels. For
the three months ended March 31, 2000, the petroleum market pricing structure,
as indicated by the NYMEX futures market, was in an inverse for gasoline of
approximately $.023 per gallon, i.e., nearby futures prices were higher than the
succeeding periods. This compares to a $.032 per gallon carry, i.e., nearby
futures prices were lower than succeeding periods, for the same period in 1999.
For the quarter ended March 31, 2000, the distillate market was in an inverse of
approximately $.088 per gallon. This compares to $.007 average per gallon carry
for the same period in 1999. TransMontaigne obtains maximum margin by utilizing
its storage space and inventory positions when the market structure is in a
carry.

                                       22
<PAGE>


Terminal Operations

Terminal revenues are based on the volume of refined petroleum products handled
at TransMontaigne terminal loading racks, generally at a standard per gallon
rate. Storage fees are generally based on a per barrel rate or tankage capacity
committed and will vary with the duration of the arrangement, the product stored
and special handling requirements, particularly when certain types of chemicals
and other bulk liquids are involved.

Operating expenses of terminal operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from terminal operations for the three months ended
March 31, 2000 was $8,788,000 compared to $6,686,000 for the three months ended
March 31, 1999, an increase of $2,102,000. The margin per barrel for the three
months ended March 31, 2000 of $.23 increased $.04 compared to the three months
ended March 31, 1999. The increases in net operating margin and margin per
barrel resulted from a $3,563,000 increase in revenues which was partially
offset by a $1,461,000 increase in operating costs. These increases were the
result of terminal acquisitions during the past year and the related additional
3,457,000 barrels handled.

Pipeline Operations

Pipeline revenues are based on the volume of refined petroleum products or crude
oil transported and the distance from the origin point to the delivery point.
TransMontaigne's interstate pipeline systems transport refined petroleum
products and their tariffs are regulated by the Federal Energy Regulatory
Commission ("FERC"). TransMontaigne's intrastate pipeline transports crude oil
and its tariffs are not regulated by the FERC, but are regulated by the Texas
Railroad Commission.

Operating expenses of pipeline operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from pipeline operations for the three months ended
March 31, 2000 was $1,307,000 compared to $1,280,000 for the three months ended
March 31, 1999, an increase of $27,000. The margin per barrel for the three
months ended March 31, 2000 of $.24 decreased $.02 compared to the three months
ended March 31, 1999. Pipeline volumes per day increased 4,192 barrels,
primarily due to increased short haul movements in the East Chicago area. The
decreases in the net operating margin and the margin per barrel resulted from a
decrease in higher tariff movements, a minimal increase in operating costs and
the transfer of non-carrier assets and their associated margins to terminal
operations.

Natural Gas Services Operations

This segment was eliminated effective December 31, 1999 (see Note 2).

                                       23
<PAGE>


Corporate and Other

General and administrative expenses for the three months ended March 31, 2000
were $5,502,000 compared to $5,011,000 for the three months ended March 31,
1999, an increase of $491,000. The increase was due primarily to lease contract
cancellation costs accrued of approximately $1,000,000.

Depreciation and amortization expenses for the three months ended March 31, 2000
were $4,730,000 compared to $5,098,000 for the three months ended March 31,
1999, a decrease of $368,000. The decrease was due primarily to the disposition
of the natural gas services assets of Bear Paw Energy Inc. as of December 31,
1999, partially offset by the acquisition of the Hess Terminals.

Dividend income for the three months ended March 31, 2000 was $345,000 compared
to $560,000 for the three months ended March 31, 1999, a decrease of $215,000.
The dividend income is solely from West Shore. Increased operating expenses at
West Shore resulted in the decreased dividends. Interest income for the three
months ended March 31, 2000 was $514,000 compared to $144,000 for the three
months ended March 31, 1999, an increase of $370,000. The increase in interest
income was due primarily to the increase in interest bearing cash balances.

Interest expense, amortization of deferred debt issuance costs, and other
financing costs during the three months ended March 31, 2000 were $5,763,000
compared to $11,253,000 during the three months ended March 31, 1999, a decrease
of $5,490,000. The decrease in interest expense of $4,796,000 was due to a
decrease in average outstanding debt of $307,045,000 with proceeds from the
reduction of financed inventory and sale of BPEI assets, partially offset by an
increased average interest rates from 7.0% to 8.0%. Amortization of deferred
debt issuance costs decreased $475,000, primarily due to the reduction of
deferred debt costs associated with the pay down of debt facilities which were
expensed.

Income tax expense was $2,442,000 for the three months ended March 31, 2000,
which represents an effective combined federal and state income tax rate of 40%.
Income tax expense was $1,515,000 for the three months ended March 31, 1999,
which represents an effective combined federal and state income tax rate of 38%.

The net earnings for the three months ended March 31, 2000 was $3,655,000
compared to $2,473,000 for the three months ended March 31, 1999, an increase of
$1,182,000. The increase was due to increased net operating margin contribution
from terminal operations and a reduction in interest expense and related
financing costs, primarily attributable to a reduction in average outstanding
debt. These increases were partially offset by reduced net operating margin
contributions from product operations, elimination of net operating margin from
natural gas services, increased general and administrative expenses, the loss on
disposition of assets and increased deferred tax expense.

Preferred stock dividends on the Series A Convertible Preferred Stock were
$2,126,000 and $148,000 for the three months ended March 31, 2000 and 1999,
respectively. The preferred stock dividends for the three months ended March 31,
2000 were paid March 30, 2000.

                                       24
<PAGE>


NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO
NINE MONTHS ENDED MARCH 31, 1999

Product Operations

Product revenues and fees are generated from bulk sales and exchanges of refined
petroleum products to major energy companies and large independent energy
companies; wholesale distribution and sales of refined petroleum products to
jobbers and retailers; regional and national industrial end-user and commercial
wholesale storage and forward sales marketing contracts of refined petroleum
products; and tailored short and long-term fuel margin and risk management
arrangements to wholesale, retail and industrial end-users. Refined petroleum
products storage and forward sales transactions enable TransMontaigne to
purchase refined petroleum products inventory; utilize proprietary and leased
tankage, as well as line space controlled by TransMontaigne in major common
carrier pipelines; arbitrage location product prices differentials and
transportation costs; store the inventory; and, depending upon market
conditions, realize margins through sales in the futures cash market or NYMEX
contracts. All energy related contracts are marked to market with changes being
recognized in operations. Margin and risk management provide both
TransMontaigne's large and small volume customers an assured, ratable and cost
effective short or long-term delivered source of refined petroleum product
supply through proprietary pipelines and terminals, as well as through
non-proprietary pipeline, terminal, truck, rail and barge distribution channels.

TransMontaigne's refined petroleum products inventory consists primarily of
gasoline and distillates. Inventory is divided into inventory held for sale or
exchange in the ordinary course of business and minimum inventory which
represents working stocks (pipeline in-transit and minimum terminal inventory),
pipeline line fill and terminal tank bottoms. Minimum inventory is required to
be held for operating balances in the conduct of TransMontaigne's daily supply,
distribution and marketing activities and is maintained both in tanks and
pipelines owned by TransMontaigne and pipelines owned by third parties.

Product costs of product operations consist primarily of the cost of products
purchased, but also include transportation, storage, terminaling and sales
commission costs. In addition, product costs include the market valuation change
of the refined petroleum products minimum inventory.

Operating expenses of product operations primarily include wages and employee
benefits, property taxes, travel and entertainment expenses.

The net operating loss from product operations for the nine months ended March
31, 2000 was $7,179,000, which includes $12,855,000 costs related to minimum
inventory and an increase of $1,750,000 in the reserve for doubtful accounts.
This net operating loss compares to a net operating margin of $23,089,000 for
the nine months ended March 31, 1999. Revenues were $3,634,246,000 for the nine
months ended March 31, 2000 compared to $1,931,159,000 for the nine months ended
March 31, 1999, an increase of $1,703,087,000. Revenue increases were due to an
increase in barrels sold, which included the liquidation of discretionary
barrels held and the reduction of minimum inventory barrels held; an increase in
the price per barrel of refined petroleum products over the prior year; and the
inclusion of nine months of LDEC operations, whereas the prior year had only
five months of operations.

TransMontaigne's strategy of hedging both its discretionary and minimum
inventory resulted in no benefit from the significant price increase of crude
oil and refined petroleum products during the nine months ended March 31, 2000.
For the nine months ended March 31, 2000, the petroleum market pricing
structure, as indicated by the NYMEX futures market, was in an inverse for
gasoline of approximately $.027 per gallon, i.e., nearby futures prices were
higher than the succeeding periods. This compares to a $.017 carry, i.e., nearby
futures prices were lower than succeeding periods, for the same period in 1999.
For the nine months ended March 31, 2000, the distillate market began in a carry
of approximately $.014 per gallon and then moved to a $.066 per gallon inverse
at March 31, 2000. This compares to average carry of approximately $.018 per
gallon for the same period in 1999. TransMontaigne obtains maximum margin by
utilizing its storage space and inventory positions when the market structure is
in a carry.

                                       25
<PAGE>


Terminal Operations

Terminal revenues are based on the volume of refined petroleum products handled
at TransMontaigne terminal loading racks, generally at a standard per gallon
rate. Storage fees are generally based on a per barrel rate or tankage capacity
committed and will vary with the duration of the arrangement, the product stored
and special handling requirements, particularly when certain types of chemicals
and other bulk liquids are involved.

Operating expenses of terminal operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from terminal operations for the nine months ended
March 31, 2000 was $24,965,000 compared to $15,519,000 for the nine months ended
March 31, 1999, an increase of $9,446,000. The margin per barrel for the nine
months ended March 31, 2000 of $.19 decreased $.01 compared to the nine months
ended March 31, 1999. The increase in net operating margin resulted from a
$20,012,000 increase in revenues which was partially offset by a $10,566,000
increase in operating costs. These increases were primarily the result of
terminal acquisitions during the past year and the related additional 55,647,000
barrels handled.

Pipeline Operations

Pipeline revenues are based on the volume of refined petroleum products or crude
oil transported and the distance from the origin point to the delivery point.
TransMontaigne's interstate pipeline systems transport refined petroleum
products and their tariffs are regulated by the FERC. TransMontaigne's
intrastate pipeline transports crude oil and its tariffs are not regulated by
the FERC, but are regulated by the Texas Railroad Commission.

Operating expenses of pipeline operations include wages and employee benefits,
utilities, communications, maintenance and repairs, property taxes, rent,
insurance, vehicle expenses, environmental compliance costs, materials and
supplies.

The net operating margin from pipeline operations for the nine months ended
March 31, 2000 was $5,104,000 compared to $5,660,000 for the nine months ended
March 31, 1999, a decrease of $556,000. The margin per barrel for the nine
months ended March 31, 2000 of $.25 decreased $.07 compared to the nine months
ended March 31, 1999. Pipeline volumes per day increased 10,081 barrels,
primarily due to increased short haul movements in the East Chicago area. The
decreases in the net operating margin and the margin per barrel resulted from a
decrease in higher tariff movements, an increase in operating costs, and the
transfer of non-carrier assets and their associated margins to terminal
operations.

Natural Gas Services Operations

This segment was eliminated effective December 31, 1999 (see Note 2).

                                       26
<PAGE>


Corporate and Other

General and administrative expenses for the nine months ended March 31, 2000
were $17,202,000 compared to $13,228,000 for the nine months ended March 31,
1999, an increase of $3,974,000. The increase was due primarily to additional
personnel costs, related employee benefits, increased office lease rentals,
increased communication expenses directly attributable to the continued
expansion of TransMontaigne's integrated logistical petroleum services and to
the acquisition and operation of LDEC and the Hess Terminals, lease contract
cancellation costs accrued and additional personnel costs related to separation
and release agreements.

Depreciation and amortization expenses for the nine months ended March 31, 2000
were $17,371,000 compared to $12,019,000 for the nine months ended March 31,
1999, an increase of $5,352,000. The increase was due primarily to terminal
related assets being acquired and constructed during the past year partially
offset by the disposition of natural gas services assets of BPEI and impairment
charge recorded at December 31, 1999.

Dividend income for the nine months ended March 31, 2000 was $1,119,000 compared
to $899,000 for the nine months ended March 31, 1999, an increase of $220,000.
Dividend income is solely from West Shore, and includes only six months of
activity for the prior nine month period. Interest income for the nine months
ended March 31, 2000 was $1,696,000 compared to $903,000 for the nine months
ended March 31, 1999, an increase of $793,000. The increase in interest income
was due primarily to the increase in interest bearing cash balances.

Interest expense, amortization of deferred debt issuance costs, and other
financing costs during the nine months ended March 31, 2000 were $30,801,000
compared to $22,393,000 during the nine months ended March 31, 1999, an increase
of $8,408,000. The increase in interest expense of $4,311,000 was primarily due
to increased average interest rates from 7.1% to 8.7% with a minimal decrease in
the average outstanding debt and $875,000 in expense related to prepayment of
outstanding long-term debt. Amortization of deferred debt issuance costs
increased $4,258,000 primarily due to the write off of approximately $3,845,000
in connection with amended debt agreements.

Income tax benefit was $25,718,000 for the nine months ended March 31, 2000,
which represents an effective combined federal and state income tax rate of 40%.
Income tax expense was $2,577,000 for the nine months ended March 31, 1999,
which represents an effective combined federal and state income tax rate of 38%.

The net loss for the nine months ended March 31, 2000 was $38,576,000 compared
to net earnings of $4,205,000 for the nine months ended March 31, 1999, a
decrease of $42,781,000. The net loss resulted primarily from the negative $7.18
million net operating margin from products operations which includes $12.9
million costs related to minimum inventory; the $50.1 million impairment charge;
increased general and administrative expenses; additional depreciation and
amortization expenses attributable to the acquisitions and facilities expansion
projects; increased interest expense, primarily attributable to the increase in
average interest rates; and an approximate $3.8 million charge to amortization
of deferred debt issuance costs due to the amended debt agreements. The net loss
was partially offset by increased net operating margin contributions from
terminal operations and natural gas services operations, the approximately $16.6
million gain on the sale of BPEI, and the $25.7 million net deferred tax
benefit.

Preferred stock dividends on the Series A Convertible Preferred Stock were
$6,379,000 and $148,000 for the nine months ended March 31, 2000 and 1999,
respectively.

                                       27
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

TransMontaigne believes that its current working capital position; future cash
provided by operating activities; proceeds from the private placement or public
offering of debt and common stock; available borrowing capacity under the bank
credit facility and the Master Shelf Agreement; additional borrowing allowed
under those agreements; and its relationship with institutional lenders and
equity investors should enable TransMontaigne to meet its current capital
requirements.

Net cash provided by operating activities was $236,183,000 for the nine months
ended March 31, 2000, which was attributable primarily to decreased inventories
and trade accounts receivable, increased inventory due under exchange
agreements, and reduced by decreased trade accounts payable and the net loss.
Net cash used by operating activities was $27,344,000 for the nine months ended
March 31, 1999, which was attributable primarily to increased inventories and
trade accounts receivable, and reduced by increased trade accounts payable.

Net cash provided by investing activities was $85,005,000 during the nine months
ended March 31, 2000 as a result of the sale of BPEI and was reduced as
TransMontaigne continued its growth through construction and improvements to
existing operating facilities. Net cash used by investing activities was
$382,310,000 during the nine months ended March 31, 1999, which included the
acquisitions of LDEC, the Southwest Terminal, a 20.38% common stock interest in
West Shore, and enhancements to the pipeline and terminal facilities.

Net cash used by financing activities for the nine months ended March 31, 2000
was $301,800,000, which primarily represented net repayments of $290,680,000
under TransMontaigne's bank credit facility and Master Shelf Agreement. Net cash
provided by financing activities for the nine months ended March 31, 1999 of
$395,389,000 represented borrowings under TransMontaigne's bank credit facility
and the issuance of preferred stock and was primarily used to finance the
acquisition of LDEC, other capital expenditures and operations.

TransMontaigne amended its bank credit facility, effective as of December 31,
1999. The amended bank credit facility includes a $300,000,000 revolving
component due December 31, 2003 and a $95,000,000 term component due June 30,
2006. The term component has quarterly principal payments required beginning in
September 2000. Borrowings under this credit facility bear interest at an annual
rate equal to the lender's Alternate Base Rate plus margins subject to a
Eurodollar Rate pricing option. The bank credit facility includes a $20,000,000
same day revolving swing line under which advances may be drawn at an interest
rate comparable to the Eurodollar Rate.

At March 31, 2000, TransMontaigne had advances of $155,000,000 outstanding under
the bank credit facility utilizing the Eurodollar Rate loan pricing option. The
effective interest rate at March 31, 2000 was 8.7%. On January 20, 2000,
TransMontaigne paid down $105,000,000 of the $200,000,000 term loan with a
portion of the proceeds from the sale of BPEI.

At March 31, 2000, TransMontaigne had outstanding under the Master Shelf
Agreement, $25,000,000 of 7.85% Senior Notes due April 17, 2003 and $25,000,000
of 7.22% Senior Notes due October 17, 2004. On January 20, 2000, TransMontaigne
paid down $25,000,000 of its $50,000,000 7.85% Senior Notes with a portion of
the proceeds from the sale of BPEI.

Each of the amended bank credit facility and amended Master Shelf Agreement is
secured by certain current assets and fixed assets, and each also includes
financial tests relating to fixed charge coverage, current ratio, maximum
leverage ratio, consolidated tangible net worth, distributions and inventory
positions. As of March 31, 2000, TransMontaigne was in compliance with all such
tests contained in the amended agreements.

Additional capital expenditures anticipated through June 30, 2000 are estimated
to be $8,000,000 for pipeline and terminal facilities, and assets to support
these facilities and could exceed that amount if additional facilities
enhancement projects and possible acquisitions being considered by
TransMontaigne materialize. Future capital expenditures will depend on numerous
factors, including the availability, economics and cost of appropriate
acquisitions which TransMontaigne identifies and evaluates; the economics, cost
and required regulatory approvals with respect to the expansion and enhancement
of existing systems and facilities; the customer demand for the services
TransMontaigne provides; local, state and federal governmental regulations;
environmental compliance requirements; and the availability of debt financing
and equity capital on acceptable terms.

                                       28
<PAGE>


YEAR 2000 MATTERS

Historically, certain computer software and computer based management
information systems ("Information Technology"), as well as certain hardware
containing embedded microcontrollers and microprocessors ("Embedded
Technology"), were designed to utilize a two-digit rather than a four-digit date
field and consequently may cause computers, computer controlled systems and
equipment with embedded technology to malfunction or incorrectly process data in
the Year 2000, resulting in significant system failures. TransMontaigne relies
on Information Technology, as well as Embedded Technology, to operate
instruments and equipment in conducting its normal business activities. Certain
of the Information Technology and Embedded Technology may not have been designed
to function properly with respect to the application of dating systems relating
to the Year 2000.

In response, TransMontaigne developed a "Year 2000" Plan. While achieving Year
2000 readiness does not mean correcting every Year 2000 limitation, critical
systems, as well as relationships with third-party customers, vendors and local,
state and federal government agencies have been, and continue to be, evaluated
and are expected to be suitable for continued use into and beyond the Year 2000.

Through March 31, 2000, TransMontaigne had incurred third party costs of
approximately $1,375,000 related to Year 2000 compliance matters. These costs
have been funded through operating cash flows and do not include internal costs.
TransMontaigne does not presently separately record internal costs incurred with
respect to implementation of the Year 2000 Plan. Such costs are principally the
related payroll costs for the information systems and field operations
personnel, including senior management, involved in carrying out the Year 2000
Plan, as well as related travel and other out-of-pocket expenses. TransMontaigne
has had minimal business disruptions as the result of Year 2000 issues during
the three months ended March 2000.

While TransMontaigne does not anticipate that Year 2000 issues will have a
material adverse effect on the business, results of operations or financial
condition of TransMontaigne, if TransMontaigne Information Technology or
Embedded Technology, or those of business partners, fail to maintain Year 2000
readiness it could have a material adverse impact on the business, results of
operations or financial condition of TransMontaigne.

NEW ACCOUNTING STANDARDS

Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), was issued in June 1998 by the
Financial Accounting Standards Board. SFAS 133 establishes new accounting and
reporting standards for derivative instruments and for hedging activities. This
statement requires an entity to establish at the inception of a hedge, the
method it will use for assessing the effectiveness of the hedging derivative and
the measurement approach for determining the ineffective aspect of the hedge.
Those methods must be consistent with the entity's approach to managing risk.
SFAS 133, as amended, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. TransMontaigne is in the process of assessing the
impact, if any, that SFAS 133 will have on its consolidated financial
statements.

                                       29
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in Item 3 updates, and should be read in conjunction
with information set forth in Part II, Item 7A in TransMontaigne's Annual Report
on Form 10-K for the year ended June 30, 1999, in addition to the interim
condensed consolidated financial statements and accompanying notes presented in
Items 1 and 2 of this Form 10-Q.

There are no material changes in market risks faced by TransMontaigne from those
reported in its Annual Report on Form 10-K for the year ended June 30, 1999.

                                       30
<PAGE>


PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         10.1  Fourth Amended and Restated Credit Agreement between
               TransMontaigne Inc. and BankBoston, N.A., as Agent, dated as of
               February 11, 2000. FILED HEREWITH.

         10.2  Amended and Restated Master Shelf Agreement among TransMontaigne
               Inc., The Prudential Insurance Company of America and U.S.
               Private Placement Fund dated as of February 14, 2000. FILED
               HEREWITH.

         27    Financial Data Schedule.  FILED HEREWITH.

(b)      Reports on Form 8-K

         A Form 8-K dated December 27, 1999 reporting Item 5 of Form 8-K,
         announcing the signing of a definitive agreement with BPE Acquisition
         LLC; and Item 7 of Form 8-K, providing the December 27, 1999 press
         release as the exhibit, was filed on January 6, 2000.

         A Form 8-K dated December 31, 1999 reporting Item 2, the sale of all
         the issued and outstanding capital stock of its wholly-owned natural
         gas gathering subsidiary, Bear Paw Energy Inc., to BPE Acquisition LLC;
         and Item 7, deferring filing of the pro forma financial statements
         reflecting the sale, was filed on January 18, 2000.

         A Form 8-K/A dated December 31, 1999 was filed on March 17, 2000,
         amending the Current Report on Form 8-K filed on January 18, 2000,
         solely to add the pro forma financial statements required by Item 7(b)
         of Form 8-K.

                                       31
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: May 12, 2000                            TRANSMONTAIGNE INC.
                                               (Registrant)

                                               /s/ RODNEY S. PLESS
                                               -------------------
                                               Rodney S. Pless
                                               Vice President, Controller and
                                               Chief Accounting Officer

                                       32