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                                                                   Exhibit 10(c)

                              AMENDMENT NUMBER ONE
                                     TO THE
                         TIDEWATER 401(K) SAVINGS PLAN

     WHEREAS, Tidewater, Inc. (the "Company") is the sponsor of the Tidewater
401(k) Savings Plan (the "Plan");

     WHEREAS, the Plan has been amended from time to time and most recently
restated effective January 1, 1997 and executed December 21, 1999;

     WHEREAS, Section 13.01 of the Plan authorizes the Company to amend the
Plan;

     WHEREAS, the Company desires to amend the Plan to change the Plan's
eligibility requirements and to implement automatic compensation reduction
elections for employees hired on or after January 1, 2001;

     NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2001:

                                       I.

     Paragraph (a) of Section 3.01, INITIAL ELIGIBILITY, is amended and
restated, to read as follows:

          (a)  GENERAL.

               (1)  AUTOMATIC ELIGIBILITY - Each Employee who is not excluded
                    under Section 3.02 and who is a Fleet Officer (captain,
                    master, mate or engineer), an Employee of Quality Shipyard,
                    L.L.C., or classified for payroll purposes as an exempt
                    Employee, shall be eligible to participate in the Plan on
                    the earlier of January 1, 2001 or the first Entry Date
                    immediately following employment, provided he is then
                    employed by an Employer.

               (2)  SIX MONTH WAITING PERIOD - Each Employee who is not
                    described in Section 3.01(a)(1) or excluded under Section
                    3.02 shall be eligible to participate in the Plan on the
                    first Entry Date following the date such Employee completes
                    a period of six months from date of employment, provided he
                    is then employed by an Employer.
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               (3)  ELIGIBILITY REQUIREMENTS PRIOR TO JANUARY 1, 2001 - Prior to
                    January 1, 2001, each Employee not excluded under Section
                    3.02 was eligible to participate in the Plan on the first
                    Entry Date following the date such Employee completed a
                    Period of Service of one year, provided he was then employed
                    by an Employer.

                                      II.

     Section 4.01 and Paragraphs (a) through (d) of Section 4.01 are amended and
restated, Paragraph (e) of Section 4.01 is renumbered Paragraph (g), and new
Paragraphs (e) and (f) are hereby added, which Paragraphs and Sections shall
read in their entirety as follows:

          4.01  SALARY DEFERRAL CONTRIBUTIONS.  Each Employee who becomes
     eligible to participate may elect that the Employer which employs him
     contribute on his behalf any whole percentage of his Compensation, which is
     not less than 2% nor more than 15%, as he shall elect.  Notwithstanding,
     each Employee who is employed or reemployed on or after January 1, 2001,
     who does not affirmatively elect to receive cash or have a specified amount
     which is not less than 2% nor more than 15% contributed to this Plan, his
     Compensation shall be automatically reduced by a percentage determined by
     the Committee for the applicable Plan Year and this amount is contributed
     to this Plan (the "Automatic Compensation Reduction Election").
     Contributions shall be subject to the following rules:

               (a)  CHANGE. A Member may change the specified percentage at any
                    time by completing a revised election.  Said change in
                    percentage shall be made by such means as is acceptable to
                    the Committee.  If the election is made after the Employee's
                    date of hire and before the Employee becomes eligible to
                    participate in this Plan, such election shall be effective
                    for the Employee's first pay period following eligibility
                    and for subsequent pay periods (until superseded by a
                    subsequent election).  Elections filed at a later date shall
                    be effective for the payroll period beginning in the month
                    following the date the election is filed.

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               (b)  SUSPENSION.  A Member may suspend his election at any time
                    effective for the payroll period beginning in the month
                    following the date the election is filed.

               (c)  SALARY REDUCTION.  The amount of a Member's Compensation for
                    a Plan Year shall be reduced by the amount of the
                    contribution that is contributed to the Plan pursuant to his
                    election or the Automatic Compensation Reduction Election.

               (d)  ELECTION. All elections shall be made at the time, in the
                    manner, and subject to the conditions specified by the
                    Committee, which shall prescribe uniform and
                    nondiscriminatory rules for such elections.  The Employer
                    shall pay over to the Fund all Salary Deferral Contributions
                    as soon as is practicable (but in no event later than the
                    15th business day of the month following the month in which
                    the Salary Deferrals would have otherwise been payable to
                    the Member in cash).  Contributions made by the Employer
                    under this subsection shall be allocated to the Salary
                    Deferral Accounts of the Members from whose Compensation the
                    contributions were withheld, in an amount equal to the
                    amount withheld.

               (e)  COMPENSATION REDUCTION PERCENTAGE.  The Compensation
                    Reduction Percentage for Plan Year 2001 is six (6) percent.
                    The Committee may reduce this percentage at any time,
                    provided such change is applied on a nondiscriminatory
                    basis.  Further, the Committee may set a new Compensation
                    Reduction Percentage effective as of the first of each Plan
                    Year.

               (f)  NOTICE.  Each Employee who is employed or reemployed on or
                    after January 1, 2001 shall receive a Notice that explains
                    the Automatic Compensation Reduction Election and the
                    Employee's right to elect to have no amount contributed to
                    this Plan or to alter the amount of the Compensation
                    Reduction Percentage, including an explanation of the
                    procedure for exercising that right and the timing for
                    implementation of any such election.  Each Member will be
                    notified annually of his Compensation Reduction Percentage
                    and the Member's

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                    right to change the percentage, including the procedure for
                    exercising that right and the timing for implementation of
                    any such election.


     IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment to
the Tidewater 401(k) Savings Plan, Tidewater, Inc. has caused its corporate seal
to be affixed hereto and the same to be signed by a duly authorized officer,
this 28th day of November, 2000.

     ATTEST:                               TIDEWATER, INC.


      /s/ Michael L. Goldblatt             /s/ Cliffe F. Laborde
     -------------------------             -------------------------
     Michael L. Goldblatt                  Name:  Cliffe F. Laborde
     Assistant Secretary                   Title: Senior Vice President,
                                                  Secretary and General
                                                  Counsel



     (Corporate Seal)

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