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                                                                   EXHIBIT 10.49

FIFTH AMENDMENT TO CREDIT AGREEMENT

         This Fifth Amendment to Credit Agreement is entered into as of the 12th
day of April, 2004, and is executed in connection with that certain Credit
Agreement effective as of April 23, 2003 (as the same has been and may further
be amended, restated, modified or supplemented from time to time, the "Credit
Agreement") among Torch Offshore, Inc. ("Borrower") and the Lenders, including
Regions Bank in its capacity as a Lender and as Agent for the Lenders.

         WHEREAS, Borrower and the Lenders desire to amend the Credit Agreement.

         NOW THEREFORE, for good and adequate consideration the receipt of which
is hereby acknowledged, the parties hereto do hereby agree as follows:

         1. As used herein, capitalized terms not defined herein shall have the
meanings attributed to them in the Credit Agreement. The definition of
"Consolidated Current Ratio" in Section 1.1 of the Credit Agreement is hereby
amended and restated to read as follows:

         Consolidated Current Ratio shall mean:

         (a)      For each fiscal quarter ending on or prior to March 31, 2005,
                  as of any date for which it is being determined, the ratio of
                  (a) current assets of Borrower and its Subsidiaries as of such
                  date, as determined on a consolidated basis in accordance with
                  GAAP, to (b) current liabilities of Borrower and its
                  Subsidiaries as of such date, as determined on a consolidated
                  basis in accordance with GAAP but excluding from current
                  liabilities the current portion of long term debt; provided
                  that, for purposes of determining the Consolidated Current
                  Ratio, (v) during the Line of Credit Period, the principal
                  amount of the Line of Credit Loans and the Tranche 2 Line of
                  Credit Loans outstanding on such date shall be classified as a
                  long term liability, (w) any portion of the deposit described
                  in subparagraph (g) of the definition of "Permitted Liens"
                  outstanding on such date will be classified as a current
                  asset, (x) the tax allowance of $1,329,563.00 plus or minus
                  the additional deferred tax asset generated or utilized based
                  upon 2004 operating results will be classified as a current
                  asset to the extent that such allowance remains on the books
                  of Borrower and its Subsidiaries as of such date, and (y)
                  until December 31, 2004, the receivable due from Newfield
                  Exploration Company of $1,347,904.00 on the books of Borrower
                  and its Subsidiaries as of December 31, 2003, will be
                  classified as a current asset to the extent that, as of such
                  date (of determination), such receivable remains on the books
                  of Borrower and its Subsidiaries and Borrower and its
                  Subsidiaries have a reasonable chance of collecting same; and

         (b)      For each fiscal quarter ending after March 31, 2005, as of any
                  date for which its is being determined, the ratio of (a)
                  current assets of Borrower and its Subsidiaries as of such
                  date, as determined on a consolidated basis in accordance with
                  GAAP, to (b) current liabilities of Borrower and its
                  Subsidiaries as of such date, as determined on a consolidated
                  basis in accordance with GAAP.

         2. In connection with the foregoing and only in connection with the
foregoing, the Credit Agreement is hereby amended, but in all other respects all
of the terms, conditions and provisions of the Credit Agreement remain
unaffected. All security agreements, financing statements, mortgages, pledges,
deeds, continuing guaranties and other security documents in favor of Agent, for
the benefit of the Secured Parties, shall remain in full force and effect.

         3. Except as may be specifically set forth herein, this Fifth Amendment
to Credit Agreement shall not constitute a waiver of any Default(s) under the
Credit Agreement or any documents executed in connection therewith, all rights
and remedies of the Lenders being preserved and maintained.

         4. This Fifth Amendment to Credit Agreement may be executed in two or
more counterparts, and it shall not be necessary that the signatures of all
parties hereto be contained on any one counterpart hereof; each counterpart
shall be deemed an original, but all of which together shall constitute one and
the same instrument.



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         IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                        TORCH OFFSHORE, INC.


                                        By:
                                                 -------------------------------
                                                 Robert E. Fulton
                                                 Its Chief Financial Officer
                                                 401 Whitney Avenue, Suite 400
                                                 Gretna, Louisiana 70056
                                                 Telecopy number: (504) 367-7075

                                        REGIONS BANK

                                        By:
                                                 -------------------------------
                                                 Jorge E. Goris
                                                 Its Senior Vice President
                                                 301 St. Charles Avenue
                                                 New Orleans, LA 70130
                                                 Telecopier: (504) 584-2165

                                        EXPORT DEVELOPMENT CANADA


                                        By:
                                                 -------------------------------
                                                 Peter G. Johnston
                                                 Financial Services Manager

                                        By:
                                                 -------------------------------
                                                 Colleen Lalonde
                                                 Financial Services Manager
                                                 151 O'Connor
                                                 Ottawa, Canada K1A1K3
                                                 (Telecopier: (613) 598-2504


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