<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549



                                  FORM 10-Q/A


(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, 2001

                                       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, 2001 there were 31,751,669 shares of the registrant's Common
Stock outstanding.


<PAGE>

        This 10-Q/A is filed to correct a printing error to the second column
heading of the Consolidated Balance Sheets to read "June 30, 2000" in lieu of
"June 31, 2000", and to correct a printing error to the second column of the
Consolidated Statements of Operations to read "Nine Months Ended March 31" in
lieu of "Three Months Ended March 31". Except as amended by these corrections,
no other corrections are presented in the Consolidated Balance Sheets, the
Consolidated Statements of Operations, or any other information presented in the
quarterly report filed on Form 10-Q on May 15, 2001 for the quarter ended March
31, 2001.




                               TABLE OF CONTENTS

                        PART I.   FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                    Page No.
Item 1.   Financial Statements
<S>                                                                               <C>

          Consolidated Balance Sheets
          March 31, 2001 and June 30, 2000 (Unaudited)..............................     4

          Consolidated Statements of Operations
          Three Months and Nine Months Ended March 31, 2001 and 2000 (Unaudited)....     5

          Consolidated Statements of Stockholders' Equity
          Year Ended June 30, 2000 and Nine Months Ended
          March 31, 2001 (Unaudited)................................................     6

          Consolidated Statements of Cash Flows
          Nine Months Ended March 31, 2001 and 2000 (Unaudited).....................     7

          Notes to Consolidated Financial Statements................................     8

                                 PART II.  OTHER INFORMATION

          Signatures................................................................    16
</TABLE>



                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
------------------------------


ITEM 1.   FINANCIAL STATEMENTS


     The consolidated financial statements of TransMontaigne Inc. ("the
Company") are included herein beginning on the following page.



                                       3
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Consolidated Balance Sheets
March 31, 2001 and June 30, 2000 (Unaudited)
(In thousands)
<TABLE>
<CAPTION>

                                                                                     March 31,      June 30,
Assets                                                                                 2001           2000
------                                                                              ---------     ---------
<S>                                                                                 <C>           <C>
Current assets:
     Cash and cash equivalents                                                    $    14,842         53,938
     Trade accounts receivable, net                                                   114,043        117,739
     Inventories                                                                      185,049        240,867
     Assets from price risk management activities                                      36,432         16,038
     Prepaid expenses and other                                                         6,597          6,074
                                                                                  -----------       --------
                                                                                      356,963        434,656
                                                                                  -----------       --------
Property, plant and equipment:
     Land                                                                              15,778         15,885
     Plant and equipment                                                              351,087        345,052
     Accumulated depreciation                                                         (52,423)       (38,710)
                                                                                  -----------       --------
                                                                                      314,442        322,227
                                                                                  -----------       --------
Investments and other assets:
     Investments in petroleum related assets                                           47,723         46,152
     Deferred tax assets, net                                                          17,751         19,168
     Deferred debt issuance costs, net                                                  8,132         10,274
     Other assets, net                                                                  1,024          2,095
                                                                                  -----------       --------
                                                                                       74,630         77,689
                                                                                  -----------       --------
                                                                                  $   746,035        834,572
                                                                                  ===========       ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
     Trade accounts payable                                                       $    67,935        103,685
     Inventory due under exchange agreements                                           72,575        125,258
     Liabilities from price risk management activities                                 15,551         30,376
     Excise taxes payable                                                              41,517         27,582
     Other accrued liabilities                                                         10,380          8,577
     Current portion of long-term debt                                                  2,370          4,370
                                                                                  -----------       --------
                                                                                      210,328        299,848
                                                                                  -----------       --------
Long-term debt, less current portion                                                  202,849        202,625

Stockholders' equity:
     Series A Convertible Preferred stock, par value $1,000 per share,
          authorized 2,000,000 shares, issued and outstanding 172,454
          shares at March 31, 2001, and 170,115 shares at
          June 30, 2000, liquidation preference of $172,454                           172,454        170,115
     Common stock, par value $.01 per share, authorized
          80,000,000 shares, issued and outstanding 31,735,969 shares at
          March 31, 2001 and 30,730,524 shares at June 30, 2000                           317            307
     Capital in excess of par value                                                   205,014        201,076
     Unearned compensation                                                             (2,877)        (1,465)
     Accumulated deficit                                                              (42,050)       (37,934)
                                                                                  -----------       --------
                                                                                      332,858        332,099
                                                                                  -----------       --------
                                                                                  $   746,035        834,572
                                                                                  ===========       ========
</TABLE>
See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Consolidated Statements of Operations
Three Months and Nine Months Ended March 31, 2001 and 2000 (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                       Three Months Ended          Nine Months Ended
                                                                            March 31,                   March 31,
                                                                    -------------------------   -------------------------
                                                                       2001          2000          2001          2000
                                                                    -----------   -----------   -----------   -----------
<S>                                                                 <C>           <C>           <C>           <C>
Revenues:                                                           $ 1,278,387     1,209,470     3,782,830     3,681,502

Costs and expenses:
     Product costs                                                    1,245,523     1,175,296     3,696,391     3,603,635
     Direct operating expenses                                            9,944         8,147        26,842        33,202
     Impairment of long lived assets                                          -             -             -        50,136
     Selling, general and administrative                                  9,102         8,730        24,496        28,487
     Depreciation and amortization                                        4,927         4,730        14,595        17,371
                                                                    -----------   -----------   -----------   -----------
                                                                      1,269,496     1,196,903     3,762,324     3,732,831
                                                                    -----------   -----------   -----------   -----------

           Operating income (loss)                                        8,891        12,567        20,506       (51,329)

Other income (expenses):
     Dividend income from and equity in earnings of petroleum
      related investments                                                   766           345         2,505         1,119
     Interest income                                                        262           514         1,537         1,696
     Interest expense                                                    (4,376)       (4,667)      (13,647)      (23,424)
     Other financing (cost) income                                         (175)         (224)          466          (714)
     Amortization of deferred debt issuance costs                        (1,941)         (872)       (3,891)       (6,663)
     Unrealized loss on interest rate swap                               (2,679)            -        (3,491)            -
     Gain (loss) on disposition of assets                                     -        (1,566)            8        15,021
                                                                    -----------   -----------   -----------   -----------
                                                                         (8,143)       (6,470)      (16,513)      (12,965)
                                                                    -----------   -----------   -----------   -----------

           Earnings (loss) before income taxes                              748         6,097         3,993       (64,294)

Income tax (expense) benefit                                               (284)       (2,442)       (1,517)       25,718
                                                                    -----------   -----------   -----------   -----------


           Net earnings (loss)                                              464         3,655         2,476       (38,576)

Preferred stock dividends                                                (2,339)       (2,126)       (6,592)       (6,379)
                                                                    -----------   -----------   -----------   -----------


           Net earnings (loss) attributable to
             common stockholders                                    $    (1,875)        1,529        (4,116)      (44,955)
                                                                    ===========   ===========   ===========   ===========


Weighted average common
     shares outstanding - basic and diluted
           Basic                                                         31,743        30,630        31,342        30,569
                                                                    ===========   ===========   ===========   ===========
           Diluted                                                       31,743        30,947        31,342        30,569
                                                                    ===========   ===========   ===========   ===========


Earnings (loss) per common share - basic and diluted
           Basic                                                    $     (0.06)         0.05         (0.13)        (1.47)
                                                                    ===========   ===========   ===========   ===========
           Diluted                                                  $     (0.06)         0.05         (0.13)        (1.47)
                                                                    ===========   ===========   ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity
Year Ended June 30, 2000 and Nine Months Ended March 31, 2001 (Unaudited)
(In thousands)
<TABLE>
<CAPTION>

                                                                 Capital in                       Retained 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, 1999                $   170,115       305       197,123                -                  8,509     376,052

Common stock issued for
     options exercised                            -         -           136                -                      -         136
Tax expense from vesting of
     restricted stock                             -         -           (68)               -                      -         (68)
Unearned compensation related
     to restricted stock awards                   -         2         1,863           (1,865)                     -           -
Amortization of unearned
     compensation                                 -         -             -              400                      -         400
Compensation expense related to
     extension of exercise period
     of options                                   -         -         2,022                -                      -       2,022
Preferred stock dividends                         -         -             -                -                 (8,506)     (8,506)
Net loss                                          -         -             -                -                (37,937)    (37,937)
                                        -----------    ------    ----------     ------------      -----------------     -------
Balance at June 30, 2000                    170,115       307       201,076           (1,465)               (37,934)    332,099
                                        -----------    ------    ----------     ------------      -----------------     -------
Common stock issued for
     options and warrants exercised               -         5         1,600                -                      -       1,605
Unearned compensation related
     to restricted stock awards                   -         5         2,338           (2,343)                     -           -
Amortization of unearned
     compensation                                 -         -             -              931                      -         931
Preferred stock dividends                     2,339         -             -                -                 (6,592)     (4,253)
Net earnings                                      -         -             -                -                  2,476       2,476
                                        -----------    ------    ----------     ------------      -----------------     -------
Balance at March 31, 2001               $   172,454       317       205,014           (2,877)               (42,050)    332,858
                                        ===========    ======    ==========     ============      =================     =======
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2001 and 2000 (Unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                           March 31,
                                                             ------------------------------------------
                                                                    2001                    2000
                                                             -------------------     ------------------
<S>                                                          <C>                     <C>
Cash flows from operating activities:
 Net earnings (loss)                                         $             2,476                (38,576)
 Adjustments to reconcile net earnings (loss) to net
  cash provided (used) by operating activities:
   Depreciation and amortization                                          14,595                 17,371
   Deferred tax expense (benefit)                                          1,417                (25,718)
   Gain on disposition of assets                                              (8)               (15,024)
   Impairment of long lived assets                                             -                 50,136
   Amortization of unearned compensation                                     931                    239
   Amortization of deferred debt issuance costs                            3,891                  6,663
   Changes in operating assets and liabilities,
    net of non-cash activities:
     Trade accounts receivable                                             3,696                 46,099
     Inventories                                                          55,818                185,312
     Prepaid expenses and other                                             (523)                (1,007)
     Trade accounts payable                                              (35,750)               (55,190)
     Assets and liabilities from price risk
      management activities                                              (35,219)                16,678
     Inventory due under exchange                                        (52,683)                47,687
      agreements
     Excise taxes payable and other
      accrued liabilities                                                 15,738                  1,513
                                                             -------------------     ------------------
       Net cash provided (used)
        by operating activities                                          (25,621)               236,183
                                                             -------------------     ------------------
Cash flows from investing activities:
 Purchases of property, plant and equipment                               (7,986)               (52,894)
 Proceeds from sale of assets                                              1,184                137,325
 Decrease (increase) in investment and other assets, net                    (500)                   574
                                                             -------------------     ------------------
       Net cash provided (used)
        by investing activities                                           (7,302)                85,005
                                                             -------------------     ------------------
Cash flows from financing activities:
 Repayments of long-term debt, net                                        (1,776)              (290,680)
 Deferred debt issuance costs                                             (1,749)                (4,833)
 Common stock issued for cash                                              1,605                     92
 Preferred stock dividends paid                                           (4,253)                (6,379)
                                                             -------------------     ------------------
       Net cash used
         by financing activities                                          (6,173)              (301,800)
                                                             -------------------     ------------------


       Increase (decrease) in
         cash and cash equivalents                                       (39,096)                19,388

Cash and cash equivalents at beginning of period                          53,938                 13,927
                                                             -------------------     ------------------
Cash and cash equivalents at end of period                   $            14,842                 33,315
                                                             ===================     ==================
</TABLE>
See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Policies

     Nature of Business and Basis of Presentation

     TransMontaigne Inc., a Delaware corporation, ("the Company") provides a
     broad range of integrated supply, distribution, marketing, terminaling,
     storage and transportation services to producers, refiners, distributors,
     marketers and industrial end-users of petroleum products, chemicals, crude
     oil and other bulk liquids in the midstream sector of the petroleum and
     chemical industries. The Company is a holding company that conducts the
     majority of its operations through wholly owned subsidiaries primarily in
     the Mid-Continent, Gulf Coast, Southeast, Mid-Atlantic and Northeast
     regions of the United States.

     The Company's commercial operations are divided into supply, distribution
     and marketing of refined petroleum products; terminals, which includes
     terminaling and storage services; and pipelines. The Company, through a
     wholly owned subsidiary, historically provided selected natural gas
     services including the gathering, processing, fractionating and marketing
     of natural gas liquids ("NGL") and natural gas. This subsidiary was
     divested as of December 31, 1999.

     Principles of Consolidation and Use of Estimates

     The consolidated financial statements included in this Form 10-Q have been
     prepared by the Company 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 the Company's 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 the
     Company believes that the disclosures are adequate to make the information
     presented not misleading. These 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 the Company's Annual Report on Form
     10-K for the year ended June 30, 2000.

     The accounting and financial reporting policies of the Company and its
     subsidiaries conform to generally accepted accounting principles and
     prevailing industry practices. The consolidated financial statements
     include all the majority owned subsidiaries of the Company. All significant
     intercompany accounts and transactions have been eliminated in
     consolidation.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires the Company 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.

     "TransMontaigne" and "the Company" are used as collective references to
     TransMontaigne Inc. and its subsidiaries and affiliates.

     Cash and Cash Equivalents

     The Company considers all short-term investments with an original maturity
     of three months or less to be cash equivalents.


                                       8
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)


(1)  Summary of Significant Accounting Policies (continued)

     Inventories

     Inventories consist primarily of refined products stated at market.

     Refined products due from third parties under exchange agreements are
     included in inventory and recorded at current replacement cost. Refined
     products due to third parties under exchange agreements are recorded at
     current replacement cost. Adjustments resulting from changes in current
     replacement cost for refined products due to or from third parties under
     exchange agreements are reflected in product costs. The exchange agreements
     are typically for a term of 30 days and are generally settled by delivering
     product to or receiving product from the party to the exchange.

     The Company's Risk Management Committee reviews the total inventory and
     risk position on a regular basis in order to ensure compliance with the
     Company's inventory management policies, including hedging and trading
     activities. The Company has adopted policies under which changes to its net
     inventory position subject to price risk requires the prior approval of the
     Audit Committee.

     Accounting for Price Risk Management

     In connection with its products supply, distribution and marketing
     commercial operations, the Company engages in price risk management
     activities. The Company's price risk management activities are energy-
     trading activities as defined by Emerging Issues Task Force Consensus 98-10
     (EITF 98-10), Accounting for Contracts Involved in Energy Trading and Risk
     Management Activities. As such, the financial instruments utilized are
     marked to market in accordance with the guidance set forth in EITF 98-10.
     Under the mark-to-market method of accounting, forwards, swaps, options and
     other financial instruments with third parties are reflected at market
     value, net of future physical delivery related costs, and are shown as
     "Assets and Liabilities from Price Risk Management Activities" in the
     Consolidated Balance Sheet. Unrealized gains and losses from newly
     originated contracts, contract restructurings and the impact of price
     movements are included in operating income. Changes in the assets and
     liabilities from price risk management activities result primarily from
     changes in the valuation of the portfolio of contracts, newly initiated
     transactions and the timing of settlement relative to the receipt of cash
     for certain contracts. The market prices used to value these transactions
     reflect management's best estimate considering various factors including
     closing exchange and over-the-counter quotations, time value and volatility
     factors underlying the commitments. The values are adjusted to reflect the
     potential impact of liquidating the Company's position in an orderly manner
     over a reasonable period of time under present market conditions.

     Contractual commitments are subject to risks including market value
     fluctuations as well as counter party credit and liquidity risk. The
     Company 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.

     The cash flow impact of financial instruments and these risk management
     activities are reflected in cash flows from operating activities in the
     Consolidated Statement of Cash Flows.


                                       9
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)


(1)  Summary of Significant Accounting Policies (continued)

     Property, Plant and Equipment

     Depreciation is computed using the straight-line and double-declining
     balance methods. Estimated useful lives are 20 to 25 years for plant, which
     includes buildings, storage tanks, and pipelines and 3 to 20 years for
     equipment. All items of property, plant and equipment are carried at cost.
     Expenditures that increase values, change capacities, or extend useful
     lives are capitalized. Routine repairs and maintenance are expensed.
     Computer software costs are capitalized and amortized over their useful
     lives, generally not to exceed 5 years. The costs of installing certain
     enterprise wide information systems are amortized over periods not
     exceeding 10 years. The Company capitalizes interest on major projects
     during construction.

     Deferred Debt Issuance Costs

     Deferred debt issuance costs related to the long-term credit agreements and
     senior subordinated debentures are amortized on the interest method over
     the term of the underlying debt instrument.

     Income Taxes

     The Company utilizes the asset and liability method of accounting for
     income taxes. Under this method, deferred tax assets and liabilities are
     recognized for the future tax consequences attributable to differences
     between the financial statement carrying amounts of existing assets and
     liabilities and their respective tax bases. Deferred tax assets and
     liabilities are measured using enacted tax rates expected to apply in the
     years in which these temporary differences are expected to be recovered or
     settled. Changes in tax rates are recognized in income in the period that
     includes the enactment date.

     Environmental Expenditures

     Expenditures that relate to an existing condition caused by past
     operations, and which do not contribute to current or future revenue
     generation are expensed. Expenditures relating to current or future
     revenues are expensed or capitalized as appropriate. Liabilities are
     recorded when environmental assessment and/or clean-ups are probable and
     the costs can be reasonably estimated.

     Earnings Per Common Share

     Basic earnings per common share has been calculated based on the weighted
     average number of common shares outstanding during the period. Diluted
     earnings per share assumes conversion of dilutive convertible preferred
     stocks and exercise of all stock options and warrants having exercise
     prices less than the average market price of the common stock, using the
     treasury stock method.

     Reclassifications

     Certain amounts in the accompanying consolidated financial statements for
     prior periods have been reclassified to conform to the classifications used
     in fiscal year 2001.


                                       10
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)



(2)  Disposition

     Effective December 31, 1999, the Company sold its natural gas gathering
     subsidiary, Bear Paw Energy Inc., ("BPEI") for cash consideration of $107.5
     million, plus $23.7 million of retroactive reimbursement for all of the
     capital expenditures made by the Company 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 the
     Company. The $131.2 million total sale proceeds were used to reduce long-
     term debt and for general corporate purposes.

(3)  Acquisitions

     On May 31, 2000, the Company acquired from Chevron U.S.A. Inc. two
     petroleum products terminals located in Richmond and Montvale, Virginia for
     approximately $3.2 million cash. These facilities are interconnected to the
     Colonial pipeline system and include approximately 0.5 million barrels of
     tankage.

     The Company accounted for this acquisition using purchase method accounting
     as of the effective date of the transaction. Accordingly, the purchase
     price of the transaction was allocated to the assets and liabilities
     acquired based upon the estimated fair value of the assets and liabilities
     as of the acquisition date. The cash used for this acquisition was funded
     by advances from the Company's bank credit facility.



                                       11
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)

(4)  Inventories

     Inventories at March 31, 2001 and June 30, 2000 are as follows:

<TABLE>
<CAPTION>
                                                                        March 31, 2001                   June 30, 2000
                                                                  -----------------------         -------------------------
                                                                       (in thousands)                   (in thousands)
<S>                                                            <C>                               <C>
     Refined petroleum products                                   $               112,474                           115,609
     Refined petroleum products due
       under exchange agreements, net                                              72,575                           125,258
                                                                  -----------------------         -------------------------
                                                                  $               185,049                           240,867
                                                                  =======================         =========================
</TABLE>

     The Company manages inventory to maximize value and minimize risk 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 that considers both continuous movement of
     inventory balances and related open positions in commodity trading
     instruments.

     The Company's refined petroleum products inventory consists primarily of
     gasoline and distillates, the majority of which is held for sale or
     exchange in the ordinary course of business. A portion of this inventory,
     including line fill and tank bottoms, is required to be held for operating
     balances in the conduct of the Company's daily supply, distribution and
     marketing activities, and is maintained both in tanks and pipelines owned
     by the Company and pipelines owned by third parties. As of March 31, 2001,
     this portion of the Company's inventory (the minimum inventory) was
     determined to be 2.0 million barrels. It is the Company's policy not to
     hedge the price risk associated with its minimum inventory. As a result,
     changes in the market value of the minimum inventory are marked to market
     and are reflected as an increase or decrease in the carrying value of the
     minimum inventory, with the corresponding unrealized gain or loss in
     operating income. The unrealized loss on minimum inventory was $1.9 million
     for the three months ended March 31, 2001 and $8.8 million for the nine
     months ended March 31, 2001 (none in 2000).

(5)  Property, Plant and Equipment

     Property, plant and equipment at March 31, 2001 and June 30, 2000 is as
     follows:

<TABLE>
<CAPTION>
                                                           March 31, 2001                June 30, 2000
                                                     ------------------------     ------------------------
                                                           (in thousands)               (in thousands)
<S>                                               <C>                            <C>
     Land                                            $                 15,778                       15,885
     Pipelines, rights of way
       and equipment                                                   36,859                       36,369
     Terminals and equipment                                          297,887                      291,896
     Other plant and equipment                                         16,341                       16,787
                                                     ------------------------     ------------------------
                                                                      366,865                      360,937
     Less accumulated depreciation                                    (52,423)                     (38,710)
                                                     ------------------------     ------------------------

                                                     $                314,442                      322,227
                                                     ========================     ========================
</TABLE>


                                       12
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)


(6)  Investments in Petroleum related Assets

     The Company, through its 65% ownership of TransMontaigne Holding Inc.,
     effectively owns 18.04% of the common stock of Lion Oil Company ("Lion").
     At March 31, 2001 and June 30, 2000, the Company's investment in Lion,
     carried at cost, was approximately $10.1 million. The Company recorded
     dividend income of approximately $0.7 million from Lion during the nine
     months ended March 31, 2001 and none during the nine months ended March 31,
     2000.

     The Company, through its wholly owned subsidiary, TransMontaigne Pipeline
     Inc., owns 20.38% of the common stock of West Shore Pipeline Company ("West
     Shore") at March 31, 2001. Although the Company owns 20.38%, it does not
     maintain effective management control and therefore carries its $35.9
     million investment at cost. The Company recorded dividend income from West
     Shore of approximately $1.7 million during the nine months ended March 31,
     2001 and $1.1 million during the nine months ended March 31, 2000.

     In August 2000, the Company converted its notes receivable and accrued
     interest from ST Oil Company into an equity ownership position. At March
     31, 2001, the Company's investment in ST Oil Company was approximately $1.7
     million, representing a 30.02% equity ownership in ST Oil Company. There
     was $0.1 million in equity income recorded during the nine months ended
     March 31, 2001 and none during the nine months ended March 31, 2000.

(7)  Long-term Debt

     Long-term debt at March 31, 2001 and June 30, 2000 is as follows:

<TABLE>
<CAPTION>
                                               March 31, 2001                June 30, 2000
                                         ------------------------     ------------------------
                                               (in thousands)               (in thousands)
<S>                                     <C>                           <C>
     Bank Credit Facility                $                155,219                      155,000
     Senior promissory notes                               50,000                       50,000
     12  3/4% senior subordinated
       debentures, net of discount                              -                        1,995
                                         ------------------------     ------------------------
                                                          205,219                      206,995
     Less current maturity                                  2,370                        4,370
                                         ------------------------     ------------------------
                                         $                202,849                      202,625
                                         ========================     ========================
</TABLE>

     At March 31, 2001, the Company's bank credit facility consisted of a $395
     million credit facility that included a $300 million revolving component
     due December 31, 2003 and a $95 million term component due June 30, 2006.
     The term component has quarterly principal payments, which began 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 the Company's election. The average
     interest rate under the bank credit facility was 8.4% and 9.8% at March 31,
     2001 and June 30, 2000, respectively. Effective March 30, 2001, the bank
     credit facility was amended to adjust certain covenants and reduce the $300
     million revolving component to $240 million on July 1, 2001. As a result of
     the amendment, $1.0 million of deferred debt issuance costs were expensed
     in the three months ended March 31, 2001, and $0.7 million in deferred debt
     issuance costs were recorded related to the amendment.



                                       13
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)


(7)  Long-term Debt (continued)

     In August 1999, the Company entered into two "periodic knock-out" swap
     agreements with money center banks to offset the exposure of an increase in
     interest rates. Each swap was for a notional value of $150 million and
     contained an expiration date of August 2003. The swaps contained a knockout
     level at 6.75%, and they had a fixed interest rate of 5.48%. Prior to June
     30, 2000, proceeds from the swap agreements were recorded as a reduction in
     interest expense. Effective July 1, 2000, the estimated fair value of the
     remaining interest rate swap was recorded as an asset/liability with a
     corresponding debit/credit to other financing (cost) income upon the
     adoption of the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
     Instruments and Hedging Activities, as the swaps were not designated as a
     hedge as of that date. In August 2000, the Company terminated one of the
     swap agreements, which did not have a material impact upon the financial
     statements. As of March 31, 2001, the fair value of the remaining swap
     agreement is a liability of $3.0 million, which is recorded in other
     liabilities on the balance sheet. For the nine months ended March 31, 2001,
     the Company recorded an unrealized loss on the interest rate swap of $3.5
     million.

     In April 1997, the Company entered into a Master Shelf Agreement with an
     institutional lender. On April 17, 1997 and December 16, 1997, the Company
     sold $50 million of 7.85% and $25 million of 7.22% Senior Notes due April
     17, 2003 and October 17, 2004, respectively. On January 20, 2000, the
     Company paid down $25 million of the $50 million of 7.85% senior notes with
     a portion of the proceeds from the sale of BPEI.

     Each of the bank credit facility and 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, 2001, the Company was in compliance
     with all such tests contained in the amended agreements.

     As of March 31, 2001, the Company had redeemed all of the originally issued
     $4 million of 12.75% senior subordinated debentures that were guaranteed by
     certain subsidiaries. This debt was redeemed through the lender's exercise
     of common stock warrants and cash. The first payment was made on December
     15, 1999 for $2.0 million in cash and the final $2.0 million was redeemed
     on December 15, 2000 for $1.1 million in cash and $0.9 million in warrants
     exercised.

     Cash payments for interest were approximately $14.5 million and $22.9
     million for the nine months ended March 31, 2001 and 2000, respectively.



                                       14
<PAGE>

TRANSMONTAIGNE INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2001 (Unaudited)



(8)  Stockholders' Equity

     On March 25, 1999 and March 30, 1999, the Company closed a private
     placement of $170.1 million 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. The dividends are payable in either cash
     or additional preferred shares. If the dividends are paid-in-kind with
     additional preferred shares, the number of additional preferred shares
     issued in lieu of a cash payment is determined by multiplying the cash
     dividend that would have been paid by 110%. These new shares are used in
     calculating all future dividends. During the three month period ended March
     31, 2001, the Company elected to pay-in-kind the preferred dividend,
     resulting in a non-cash dividend expense of $2.3 million for the quarter.
     For the nine month period ended March 31, 2001, the cash dividend payment
     was $4.3 million and non-cash payment was $2.3 million. For the nine month
     period ended March 31, 2000, the cash dividend payment was $6.4 million and
     the non-cash payment was $0.0. The Company may redeem all, but not less
     than all, of the then outstanding shares of the Preferred Stock on December
     31, 2003 at the liquidation value of $1,000 per share plus any accrued but
     unpaid dividends thereon through the redemption date (the "Mandatory
     Redemption Price"). The Mandatory Redemption Price shall be paid, at the
     Company's election, in cash or shares of common stock, or any combination
     thereof, subject to limitations on the total number of common shares
     permitted to be used in the exchange, and issued to any shareholder. For
     purposes of calculating the number of shares of common stock to be
     received, each such share of common stock shall be valued at 90 percent of
     the average market price for the common stock for the 20 consecutive
     business days prior to the redemption date. 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 the Company 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 acquisitions and for general corporate purposes.

(9)  Restricted Stock

     The Company 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, 2001, the Company's
     Board of Directors awarded 505,180 shares of restricted stock. Of the
     amount issued, 261,280 shares were issued to employees in exchange for the
     cancellation of 1,681,300 stock options with exercise prices ranging from
     $11.00 to $17.25 per share that had been issued to the employees in prior
     years. Amortization of unearned compensation of approximately $0.9 million
     is included in selling, general and administrative expense for the nine
     months ended March 31, 2001 and $0.2 million is included in the selling,
     general and administrative expense for the nine months ended March 31,
     2000.

(10) Litigation

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






                                       15
<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 17, 2001        TRANSMONTAIGNE INC.
                                    (Registrant)



                                    /s/ DONALD H. ANDERSON
                                    ----------------------
                                    Donald H. Anderson
                                    President, Chief Executive and Chief
                                    Operating Officer



                                    /s/ RODNEY R. HILT
                                    -------------------
                                    Rodney R. Hilt
                                    Vice President, Controller
                                    and Chief Accounting Officer



                                       16