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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A(Amendment No. 1)

|(Mark One) |                                                                                     
|---------- | ------------------------------------------------------------------------------------
|/X/        | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2004

OR

|/ / | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period            to

Commission File Number 001-11763

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TRANSMONTAIGNE INC.

|Delaware                                                                                                      |  | 06-1052062                          
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                                |  | (I.R.S. Employer
Identification No.)
|Suite 3100, 1670 Broadway
Denver, Colorado 80202(Address, including zip code, of principal executive offices)
|(303) 626-8200(Telephone number, including area code)                                                        

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class          |  | Name of Each Exchange
on Which Registered
|---------------------------- |  | -----------------------------------------
|Common Stock; $.01 par value |  | American Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:

NONE

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 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 / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes /X/
    No / /

The
aggregate market value of the voting stock held by non-affiliates of the Registrant was $167,485,099. The aggregate market value was computed by reference to the last
sale price ($6.45 per share) of the Registrant's Common Stock on the American Stock Exchange on December 31, 2003.

The
number of shares of the registrant's Common Stock outstanding on August 30, 2004 was 41,114,144. DOCUMENTS INCORPORATED BY REFERENCE



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the "Amendment") supplements TransMontaigne Inc.'s Annual Report on Form 10-K for the
year ended June 30, 2004, filed by TransMontaigne (the "Company," "we" or "us") on September 23, 2004. We are filing this Amendment to furnish the information required by
items 10, 11, 12, 13 and 14 of Part III of Form 10-K within the 120-day period required by General Instruction G(3) to Form 10-K.
In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14(a) under the Securities Exchange Act of 1934, we are including with
this Amendment certain currently dated certifications and, therefore, we are amending Part IV in its entirety. We will include the information contained in Part III in our proxy
statement for our 2004 Annual Meeting of Shareholders, scheduled to occur on March 10, 2005. Except as described above, no other amendments are being made to the Annual Report on
Form 10-K filed on September 23, 2004 and the Amendment does not reflect events occurring after the filing of the original Form 10-K.

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TABLE OF CONTENTS

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|Item     |  |                                                                
|-------- |  | ---------------------------------------------------------------
|Part III
|10.      |  | Directors and Executive Officers                               
|11.      |  | Executive Compensation                                         
|12.      |  | Security Ownership of Certain Beneficial Owners and Management 
|13.      |  | Certain Relationships and Related Transactions                 
|14.      |  | Principal Accountant Fees and Services                         
|Part IV 
|15.      |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and
any amendments to such reports, are available free of charge on our website atwww.transmontaigne.comunder the heading "Shareholder Information"
"Financial Information" "SEC Filings", as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC").

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Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of the directors and executive officers of TransMontaigne:

|Name                 |  | Age |  | Position                                                                      
|-------------------- |  | --- |  | ------------------------------------------------------------------------------
|
|Cortlandt S. Dietler |  | 83  |  | Chairman and Director                                                         
|Donald H. Anderson   |  | 56  |  | Vice Chairman, Chief Executive Officer, President and Director                
|William S. Dickey    |  | 46  |  | Executive Vice President and Chief Operating Officer                          
|Randall J. Larson    |  | 47  |  | Executive Vice President, Chief Financial Officer and Chief Accounting Officer
|Frederick W. Boutin  |  | 49  |  | Senior Vice President and Treasurer                                           
|Erik B. Carlson      |  | 57  |  | Senior Vice President, Corporate Secretary and General Counsel                
|Wayne W. Murdy       |  | 58  |  | Director                                                                      
|John A. Hill         |  | 60  |  | Director                                                                      
|Bryan H. Lawrence    |  | 60  |  | Director                                                                      
|Harold R. Logan, Jr. |  | 57  |  | Director and Chairman of Finance Committee                                    
|Edwin H. Morgens     |  | 61  |  | Director and Chairman of Compensation Committee                               
|Walter P. Schuetze   |  | 71  |  | Director and Chairman of Audit Committee                                      

Cortlandt S. Dietlerhas been the Chairman of TransMontaigne since April 1995, and served as Chief
Executive Officer from April 1995 to September 1999. He was the founder, Chairman and Chief Executive Officer of Associated Natural Gas Corporation, a natural gas gathering, processing
and marketing company, prior to its 1994 merger with PanEnergy Corporation. From 1994 to 1997, Mr. Dietler served as an Advisory Director to PanEnergy Corporation prior to its merger with Duke
Energy Corporation in March 1997. Mr. Dietler currently serves as a Director of Hallador Petroleum Company, Cimarex Energy Co., Forest Oil Corporation and Carbon Energy Corporation.
Industry affiliations include: Member, National Petroleum Council; Director, American Petroleum Institute; and past Director, Independent Petroleum Association of America.

Donald H. Andersonhas been Director, Vice Chairman and Chief Executive Officer of TransMontaigne since September 1999, and has served as
President since January 2000. From 1997 through September 1999, Mr. Anderson was the Executive Director and a Principal of Western Growth Capital LLC, a Colorado-based private
equity investment and consulting firm. From December 1994 until March 1997, Mr. Anderson was Chairman, President and Chief Executive Officer of PanEnergy Services, PanEnergy's
non-jurisdictional operating subsidiary. From December 1994 until March 1997, Mr. Anderson also served as a Director of TEPPCO Partners, LLP. Mr. Anderson was
previously President, Chief Operating Officer and Director of Associated Natural Gas Corporation from 1989 until its merger with PanEnergy Corporation in 1994. Mr. Anderson is a director of
Bear Paw Energy, LLC.

William S. Dickeyhas been an Executive Vice President and Chief Operating Officer of TransMontaigne since May 2000. From January 1999
until May 2000, Mr. Dickey was a Vice

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President of TEPPCO Partners, LLP. From 1994 to 1998, Mr. Dickey served as Vice President and Chief Financial Officer of Associated Natural Gas, Inc. and its successor, Duke Energy
Field Services.

Randall J. Larsonhas been an Executive Vice President and Chief Accounting Officer of TransMontaigne since May 2002. Mr. Larson served as
Executive Vice President, Chief Accounting Officer and Controller of TransMontaigne from May 2002 until January 2003 and was appointed Chief Financial Officer on January 1, 2003.
From July 1994 through April 2002, Mr. Larson was a partner with KPMG LLP, most recently in KPMG's San Jose, California office. Prior to joining the San Jose office in 1996,
Mr. Larson was a partner in KPMG's Department of Professional Practice in the national office in New York City. From July 1992 to June 1994, Mr. Larson served as a
Professional Accounting Fellow in the Office of Chief Accountant of the Securities and Exchange Commission. Mr. Larson began his accounting career with KPMG in 1981 in the Denver, Colorado
office.

Frederick W. Boutinhas been Senior Vice President and Treasurer of the Company since June 2003. Mr. Boutin also served as Senior Vice
President of the Company from September 1996 to March 2002. In addition, Mr. Boutin served as Vice President of TransMontaigne Product Services Inc. from
February 2002 to June 2003; Vice President of Coastal Tug and Barge, Inc. from February 2003 to June 2003; Vice President of Coastal Fuels Marketing, Inc.
from February 2003 to June 2003; and Senior Vice President and Director of TransMontaigne Transport Inc. from February 2002 to the present. From 1985 to 1995,
Mr. Boutin served as a Vice President of Associated Natural Gas, Inc. and its successor, Duke Energy Field Services.

Erik B. Carlsonhas been the Senior Vice President, Corporate Secretary and General Counsel of TransMontaigne since January 1998. From
February 1983 until January 1998, Mr. Carlson served as Senior Vice President, General Counsel and Corporate Secretary of Associated Natural Gas Corporation and its successor,
Duke Energy Field Services.

Wayne W. Murdyhas been a Director of TransMontaigne since September 2003. Mr. Murdy is the Chief Executive Officer and Chairman of the
Board of Directors of Newmont Mining Corporation ("Newmont"), an international mining company headquartered in Denver, Colorado. Newmont is the world's largest gold producer with mining operations and
assets located on five continents. Prior to becoming the Chief Executive Officer of Newmont in 2001 and Chairman of the Board of Directors of Newmont in 2002, Mr. Murdy served as President of
Newmont from 1999 to 2002, Executive Vice President and Chief Financial Officer from 1996 to 1999 and Senior Vice President and Chief Financial Officer from 1992 to 1996. Mr. Murdy has been a
Director of Newmont since 1999. Mr. Murdy also serves as a member of the Board of Directors of Tom Brown, Inc. and is a Trustee of the Denver Art Museum.

John A. Hillhas been a Director of TransMontaigne since April 1995. Mr. Hill has been Vice Chairman of the Board, Managing Director and
founder of First Reserve Corporation, ("First Reserve"), a private equity fund sponsor specializing in management buyouts and acquisitions in the energy and energy-related industries since
June 2000. From 1983 until June 2000, Mr. Hill was Chairman of First Reserve. Mr. Hill is Chairman of the Board of Trustees of the Putnam Mutual Funds in Boston and serves
as a Director of Devon Energy Corporation and various private companies owned by First Reserve and Continuum Health Partners.

Bryan H. Lawrencehas been a Director of TransMontaigne since April 1995. From 1996 to 1997, Mr. Lawrence served as Managing Director of
Dillon, Read & Co. Inc., an investment banking firm. In 1997, Mr. Lawrence established Yorktown Partners LLC to manage Yorktown Energy Partners III, L.P. and predecessor
partnerships previously managed by Dillon, Read & Co. Inc. Mr. Lawrence also serves as a Director of Vintage Petroleum, Inc., D&K Healthcare Services, Inc., Hallador
Petroleum

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Company and Crosstex Energy, L.P. (each a United States public company), and Cavell Energy Corporation (a Canadian public company), and certain privately-owned companies in which affiliates of
Yorktown Partners LLC hold equity interests including PetroSantander Inc., Savoy Energy, L.P., Athanor BV, Camden Resources, Inc., Crosstex Energy Holdings Inc., ESI Energy
Services Inc., Ellora Energy Inc., Dernick Resources Inc., Cinco Natural Resources Corporation, Peak Energy Resources, Inc., Approach Resources Inc., Century
Exploration Company and Compass Petroleum Ltd.

Harold R. Logan, Jr.has been a Director of TransMontaigne since April 1995 and has provided consulting services to TransMontaigne on a
contractual basis since January 2003. He served as Executive Vice President and Treasurer of TransMontaigne from April 1995 to December 2002 and as Chief Financial Officer of
TransMontaigne from March 2000 to December 2002. From 1985 to 1994, Mr. Logan was Senior Vice President/Finance and a Director of Associated Natural Gas Corporation. Prior to
joining Associated Natural Gas Corporation, Mr. Logan was with Dillon, Read & Co. Inc. and Rothschild, Inc. Mr. Logan also serves as Director of Lion Oil Company,
Suburban Propane Partners, L.P., Graphic Packaging Corporation, The Houston Exploration Company and Rivington Capital Advisors LLC.

Edwin H. Morgenshas been a Director of TransMontaigne since June 1996. Mr. Morgens has been Chairman of Morgens, Waterfall,
Vintiadis & Company, Inc., an investment management firm, since 1970. In addition, Mr. Morgens serves as a Director of Programmer's Paradise, Inc.

Walter P. Schuetzehas been a Director of TransMontaigne and Chairman of the Company's Audit Committee, since October 1, 2002.
Mr. Schuetze currently is an Executive in Residence in the College of Business at the University of TexasSan Antonio, Texas. Mr. Schuetze began his accounting career in 1957
with the public accounting firm of Eaton & Huddle in San Antonio, Texas, which merged with Peat, Marwick, Mitchell & Co. (now KPMG LLP) in 1958. He was a partner in KPMG from 1965 to
1973, when he was appointed to the Financial Accounting Standards Board, after which he again served as a partner in KPMG LLP from 1976 to 1992. In January 1992, Mr. Schuetze was
appointed Chief Accountant to the Securities and Exchange Commission of the United States of America and served in that capacity through March 1995, when he retired. In November 1997,
Mr. Schuetze was appointed Chief Accountant of the Commission's Division of Enforcement and served in that capacity through mid-February 2000. He then served as a consultant
to the Commission's Division of Enforcement from March 2000 through February 2002 on matters involving accounting and auditing. Since April 1, 2002, he also has been a member of
the Board of Directors of Computer Associates International, Inc. and currently serves as chairman of that company's audit committee. Since March 2003, he has been a member of the Board
of Directors of NES Rentals and currently serves as chairman of that company's audit committee.

Audit Committee of the Board of Directors

The Board of Directors has a standing Audit Committee. The Audit Committee consists of Walter P. Schuetze, Edwin H. Morgens and Wayne W. Murdy. Our Board has determined that
each member of the Audit Committee is independent under Section 121A of the American Stock Exchange listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as
amended. Mr. Schuetze has been designated by the Board as an "audit committee financial expert" as that term is defined in Item 401(h) of Regulation S-K based upon his
education and employment experience as more fully detailed in Mr. Schuetze's biography set forth above.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of
our equity securities (collectively, "Reporting Persons") to file with the SEC and the American Stock Exchange initial reports of
ownership and reports of changes in ownership of the common stock and other equity securities of TransMontaigne. Specific due dates for those reports have been established, and we are required to
report herein any failure to file reports by those due dates. Reporting Persons are also required by SEC regulations to furnish TransMontaigne with copies of all Section 16(a) reports they
file.

To
our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended June 30,
2004, all Section 16(a) filing requirements applicable to such Reporting Persons were complied with.

Code of Business Conduct and Ethics

The Audit Committee has adopted a Code of Business Conduct and Ethics (the "Code"), which has been ratified and approved by the Board. The Code applies to all employees,
officers and Directors of the Company and its subsidiaries. The Audit Committee has also adopted a Code of Ethics for Senior Financial Officers (the "Financial Ethics Code"), which has been ratified
and approved by the Board. The Financial Ethics Code applies to the senior financial officers of the Company, including the Chief Executive Officer, the Chief Financial Officer and the Chief
Accounting Officer or persons performing similar functions.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding compensation earned during each of the Company's last three fiscal years by all individuals serving as the
Company's Chief Executive Officer and each of the Company's four other most highly compensated executive officers based on salary and bonus earned in the fiscal year ended June 30, 2004
(collectively, the "Named Executive Officers").

|                                                                                                    |  |                |  | Annual Compensation |                         | Long Term
Compensation Awards |   |                        
|--------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------------- | ----------------------------- | - | -----------------------
|
|
|Donald H. Anderson
Vice Chairman of the Board, Chief Executive Officer and President                |  | 2004
2003
2002 |  | $                   | 315,000
315,000
312,961 |                               | $ | 75,000
100,000
100,000 
|William S. Dickey
Executive Vice President and Chief Operating Officer                              |  | 2004
2003
2002 |  |                     | 250,000
240,000
235,962 |                               |   | 112,500
150,000
100,000
|Randall J. Larson(9)
Executive Vice President, Chief Financial Officer and Chief Accounting Officer |  | 2004
2003
2002 |  |                     | 250,000
250,000
36,538  |                               |   | 112,500
30,000
       
|Erik B. Carlson
Senior Vice President, General Counsel and Secretary                                |  | 2004
2003
2002 |  |                     | 215,000
215,000
210,962 |                               |   | 60,000
75,000
65,000   
|Frederick W. Boutin
Senior Vice President and Treasurer                                             |  | 2004
2003
2002 |  |                     | 215,000
215,000
210,962 |                               |   | 60,000
30,000
30,000   

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Option Grants In Last Fiscal Year

No stock options were granted to the Named Executive Officers under the TransMontaigne Inc. Equity Incentive Plan, as amended (the "1997 Incentive Plan") during the
fiscal year ended June 30, 2004.

Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option Values

The following table provides information with respect to the options that were exercised during fiscal year ended June 30, 2004 and the value as of June 30, 2004
of unexercised options held by the Named Executive Officers. The value of unexercised options at the fiscal year end is calculated using the difference between the option exercise price and the fair
market value of the Company's Common Stock at June 30, 2004, $5.38 per share.

|                    |  |   |  |   |  | Number of
Securities Underlying
Unexercised Options
at Fiscal Year-End(#) |  |        |  |       
|------------------- |  | - |  | - |  | ------------------------------------------------------------------------- |  | ------ |  | ------
|
|
|
|
|
|Donald H. Anderson  |  |  |  |  |  | 110,000                                                                   |  | 20,000 |  | 69,300
|William S. Dickey   |  |  |  |  |  | 80,000                                                                    |  | 20,000 |  | 48,900
|Randall J. Larson   |  |  |  |  |  | 22,500                                                                    |  | 52,500 |  | 7,425 
|Erik B. Carlson     |  |  |  |  |  | 18,000                                                                    |  | 12,000 |  | 29,340
|Frederick W. Boutin |  |  |  |  |  | 18,000                                                                    |  | 12,000 |  | 29,340

Employment Contracts And Termination Of Employment And Change In Control Agreements

With the authorization and approval of the Board of Directors, we have has entered into change in control agreements with certain executive officers and key employees of
TransMontaigne and its subsidiaries, including the named executive officers listed above in the Summary Compensation Table. The agreements are for an initial term of three years, from April 12,
2001 to April 11, 2004 with respect to all named executive officers with the exception of Mr. Larson, whose change in control agreement has an initial term of three years, from
May 1, 2002 to April 30, 2005, after which the agreements automatically renew on the anniversary date for consecutive one year periods, unless terminated by either party upon ninety days
prior notice; provided, however, that notwithstanding any such notice, the agreement will continue in effect for twenty-four months in the event an actual or threatened change in control
(as defined in the agreement) occurs during the initial term or any extension thereof. The agreements provide that if the named executive officer is terminated other than for cause during the term of
the agreement, or within two years after a change in control of TransMontaigne, or if the named executive officer terminates his employment for good reason within such time period, the named executive
officer is entitled to receive a lump-sum severance payment equal to a multiple of two times the sum of such named executive officer's annual salary and target bonus, as then in effect,
together with certain other payments and benefits, including
continuation of employee welfare benefits. In addition, should the named executive officer be subject to the excise tax on excess parachute payments as a result of such payment and payments under
other plans due to a change in control, an additional payment will be made to restore the after-tax severance payment due the named executive officer to the same amount which the named
executive officer would have retained had the excise tax not been imposed.

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Compensation Of Directors

Our directors who are also our employees receive no additional compensation for services on the Board of Directors or committees of the board. Directors who are not employees
were paid an annual fee of $30,000 through June 30, 2004, payable quarterly. All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending
meetings of the board or any committee or otherwise by reason of their being a director. An additional sum of $30,000 per year was paid to the non-employee director serving as Chairman of
the Audit Committee and additional sums of $20,000 per year and $10,000 per year were paid to the non-employee directors serving as Chairman of the Finance Committee and the Compensation
Committee, respectively. This compensation of directors and committee chairmen is currently in effect for our fiscal year ending June 30, 2005. In addition, discretionary grants of restricted
stock, stock options or other stock-based awards may be made to non-employee directors pursuant to the TransMontaigne Inc. Equity Incentive Plan, as amended, or the 1997 Incentive
Plan. On May 12, 2003, 20,000 shares of restricted stock were granted to Walter P. Schuetze in his capacity as a member of the Board of Directors when the market price was $4.50. On
May 6, 2004, 10,000 shares of restricted stock were granted to Wayne Murdy, 10,000 shares of restricted stock were granted to Edwin Morgens, and 5,000 shares of restricted were granted to
Walter P. Schuetze, in their respective capacity as members of the Board of Directors when the market price was $5.09. The restricted stock award vests 10% after the first year, 20% after the
second year, 30% after the third year and 40% after the fourth year of continuous service on the board since the grant date.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2004, Edwin H. Morgens and Bryan H. Lawrence served as members of the Compensation Committee. There were no
Compensation Committee interlocks between the Company and any other entity; however, Bryan H. Lawrence is affiliated with Yorktown Energy Partners III, L.P. to which the Company has
granted certain registration rights with respect to shares of common stock owned by Yorktown.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock and Common Stock equivalents as of October 1, 2004 by each Director
and nominee, and by each individual serving as an executive officer as of October 1, 2004 and who is named in the Summary Compensation table set forth under "Executive Compensation" below, by
each person known by TransMontaigne to own more than 5% of the outstanding shares of Common Stock and by all Directors and those serving as executive officers as of October 1, 2004 as a group.
The information set forth below is based solely upon information furnished by such individuals or contained in filings made by such beneficial owners with the SEC.

The
calculation of the percentage of beneficial ownership is based on 41,098,844 shares of common stock outstanding as of October 1, 2004. Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting and investment power with respect to shares. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in
the table have sole voting and sole investment power with respect to all shares beneficially owned. Shares of common stock underlying outstanding warrants or options that are currently exercisable or
exercisable within 60 days of October 1, 2004 are deemed outstanding for the purpose of computing the percentage of beneficial ownership of the person holding those options or warrants,
but are not deemed outstanding for computing the percentage of beneficial ownership of any other person.

|                                                                 |  | Common Stock |  |      |  
|---------------------------------------------------------------- |  | ------------ |  | ---- | -
|
|
|
|Cortlandt S. Dietler(3)                                          |  | 2,217,754    |  | 5.4  | %
|Donald H. Anderson(4)                                            |  | 343,728      |  | *    |  
|Harold R. Logan, Jr.(5)                                          |  | 379,184      |  | *    |  
|William S. Dickey(6)                                             |  | 300,559      |  | *    |  
|Randall J. Larson(7)                                             |  | 173,236      |  | *    |  
|Erik B. Carlson(8)                                               |  | 188,756      |  | *    |  
|Frederick W. Boutin(9)                                           |  | 312,539      |  | *    |  
|John A. Hill(10)                                                 |  | 5,249,366    |  | 12.8 | %
|Bryan H. Lawrence(11)                                            |  | 3,305,072    |  | 7.8  | %
|Edwin H. Morgens(12)                                             |  | 263,030      |  | *    |  
|Wayne W. Murdy(13)                                               |  | 15,000       |  | *    |  
|Walter P. Schuetze(14)                                           |  | 25,000       |  | *    |  
|First Reserve Corporation(15)                                    |  | 5,249,366    |  | 12.8 | %
|Lehman Brothers Holdings Inc.(16)                                |  | 4,939,493    |  | 10.7 | %
|Louis Dreyfus Corporation(17)                                    |  | 4,351,080    |  | 10.6 | %
|Yorktown Energy Partners III, L.P.(18)                           |  | 3,227,826    |  | 7.6  | %
|J.P. Morgan Chase & Co.(19)                                      |  | 3,131,314    |  | 7.4  | %
|All Directors and Executive Officers as a Group (12 Persons)(20) |  | 12,773,223   |  | 26.6 | %

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Equity Compensation Plan Information

The following table sets forth certain information regarding the Company's Common Stock that may be issued upon the exercise of options, warrants and rights under all of the
Company's equity compensation plans as of June 30, 2004.

|Plan Category                                              |  | Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights(1) |  | Weighted-average
exercise price of
outstanding options,
warrants and rights(1) |      | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))(1)
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------
|
|
|Equity compensation plans approved by security holders(2)  |  | 885,500                                                                                        |  | $                                                                              | 4.48 |                                                                                                                                               
|Equity compensation plans not approved by security holders |  |                                                                                               |  |                                                                                |     |                                                                                                                                               
|                                                           |  |                                                                                                |  |                                                                                |      |                                                                                                                                               
|Total                                                      |  | 885,500                                                                                        |  | $                                                                              | 4.48 |                                                                                                                                               

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 9, 2003, LB I Group Inc, an affiliate of Lehman Brothers Inc. ("Lehman"), a wholly-owned subsidiary of Lehman Brothers
Holdings Inc., purchased from certain affiliates of First Reserve 32,095 shares of the Company's Series B Preferred Stock (the "Transaction"). In connection with the Transaction, the
Company and LB I Group Inc. entered into a letter agreement, pursuant to which, the Company agreed, upon consummation of the Transaction and the fulfillment of certain other conditions,
including the resignation of Mr. Guill, an affiliate of First Reserve, from the Company's Board of Directors, to take all necessary actions in order to cause one designee of LB I
Group Inc., to be elected to the Company's Board of Directors. LB I Group Inc. is entitled to have one designee recommended by the Company to stand for election at each meeting of
the Company's stockholders at which the election of directors is on the agenda, until such time as LB I Group Inc. no longer beneficially owns at least 5% of the Company's outstanding
Common Stock on an as-converted basis. In connection with the consummation of the Transaction on October 9, 2003, Mr. Guill resigned from the Company's Board of Directors and
the Board of Directors, by unanimous written consent, elected David J. Butters, the LB I Group Inc. designee, to the Board of Directors effective October 9, 2003.
Mr. Butters was nominated by the Nominating and Corporate Governance Committee to stand for re-election at the Annual Meeting of Stockholders scheduled for May 6, 2004, and
was elected to serve on the Board. Mr. Butters resigned as a Director effective July 1, 2004. LB I Group Inc. also became party to a registration rights agreement whereby it has
the right to require the Company to register its shares under the Securities Act of 1933.

Effective
December 31, 2002, Mr. Harold R. Logan, Jr. resigned as Executive Vice President and Chief Financial Officer of the Company. Effective January 1, 2003,
Mr. Logan entered into a Consulting Agreement ("Agreement") with the Company pursuant to which Mr. Logan agreed to perform certain financial and banking consulting services for the
Company for a period of two years ("Initial Term"), after which the Agreement is automatically renewed for additional terms of one (1) year each ("Renewal Term"), unless earlier terminated by
either party upon written notice to the other party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. The Consulting Agreement provides annual compensation to
Mr. Logan of $100,000 for the first year of services and $75,000 for the second year of services. Thereafter, compensation shall be as mutually agreed between Mr. Logan and the Company.
Mr. Logan has agreed to continue as a member of the Company's Board
of Directors and to serve as Chairman of the Finance Committee of the Board. Under the 1997 Incentive Plan, Mr. Logan continues to vest in his options awarded while an employee provided he
continues as a consultant to the Company or is a member of the Board of Directors.

Mr. Logan
is also a Director of Lion Oil Company, in which the Company owns an 18.04% ownership interest. The Company purchased $16,597,951 of refined petroleum products from and sold
$8,354,111 of refined petroleum products to Lion Oil Company in the year ended June 30, 2004, all of which product purchases and sales were made at prices negotiated between the Company and
Lion Oil Company or through independent brokers. The Company believes the prices paid by and to Lion Oil Company were comparable to prices that would have been paid by and to independent third
parties.

During
the 2004 fiscal year, the Company paid $210,585 to Arapahoe Development, Inc. ("Arapahoe"), owned by Cortlandt S. Dietler, Chairman of the Board of Directors and Chairman of the Company,
for flights aboard an aircraft owned by Arapahoe. The Company believes that the prices paid for those flights were competitive with rates charged by other aircraft leasing companies for similar
services.

16

---



Pursuant
to certain agreements, partnerships managed by First Reserve, Yorktown Energy Partners III, L.P. and other venture capital funds managed by, and shares owned by, officers of Dillon,
Read & Co. Inc., and Waterwagon & Co., nominee for Merrill Lynch Growth Fund for Investment and Retirement, have the right to require the Company to register their shares under
the Securities Act of 1933.

The
Company has agreed to take all action necessary to cause one Director designated by affiliates of First Reserve from time to time to be elected to the Company's Board of Directors so long as their
ownership of the Company's Common Stock outstanding is at least 10%. The affiliates of First Reserve have designated John A. Hill as their nominee for Director. Previous to the Transaction
between First Reserve and LB I Group Inc. described above, the affiliates of First Reserve had the right to designate two Directors.

During
the 2004 fiscal year, the Company purchased $110,325,697 of refined petroleum products from and sold $55,894,127 of refined petroleum products to Louis Dreyfus Energy Services, an affiliate of
Dreyfus, all of which purchases and sales were made at prices negotiated between the Company and the Dreyfus affiliate, or through independent brokers. The Company believes the prices paid by and to
the Dreyfus affiliate were comparable to prices that would have been paid by and to independent third parties.

In
October 1998, the Company purchased, among other things, certain terminaling properties from Louis Dreyfus Corporation pursuant to a stock purchase agreement. Dreyfus has paid to the Company
approximately $1,500,000 since the closing of the transaction to October 1, 2004 as indemnification under the stock purchase agreement for certain environmental expenses, including
approximately $396,000 since June 30, 2003. Also, pursuant to such stock purchase agreement, the Company agreed to take all action necessary to cause one Director designated by Dreyfus from
time to time to be elected to the Company's Board of Directors as long as its ownership in the Company's Common Stock outstanding is at least 10%. Peter B. Griffin, who had been Dreyfus'
designee to serve as a member of the Board of Directors, resigned from the Board of Directors, effective January 28, 2004. Subsequently, Dreyfus notified the Company that it has elected at this
time not to exercise its contractual right to designate another person to serve on the Board of Directors and to stand for election at the Annual Meeting of Stockholders. Dreyfus has further agreed to
provide the Company with at least thirty (30) days prior written notice of its intent to exercise such right in the future and identify the proposed designee in such notice. Pursuant to a
registration rights agreement entered into between the Company and Dreyfus contemporaneously with the stock purchase agreement, Dreyfus and each entity at least eighty percent owned, directly or
indirectly by S.A. Louis Dreyfus et Cie., has the right to require the Company to register their shares under the Securities Act of 1933.

In
addition, pursuant to an antidilution agreement, if the Company issues Common Stock or certain securities convertible into Common Stock, Waterwagon & Co., nominee for Merrill Lynch Growth
Fund for Investment and Retirement, has the right to purchase additional shares of Common Stock in order to maintain its percentage ownership of the Company's outstanding Common Stock. The purchase
price of such shares will be based on the market price of the Common Stock at the time of the offering giving rise to the right of Waterwagon & Co. to purchase additional Common Stock. Under
the antidilution agreement, the Company may be required to register such shares pursuant to a registration statement under the Securities Act of 1933.

All
related party transactions are subject to review and oversight by the Company's Audit Committee.

17

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

DISCLOSURE OF FEES PAID OR ACCRUED FOR KPMG LLP
DURING THE YEARS ENDED JUNE 30:

|                    |                                  | 2004    |         | 2003   
|------------------- | -------------------------------- | ------- | ------- | -------
|
|Audit fees:         |                                  |         |         |        
|                    | Audit fees and quarterly reviews |         | 587,392 |        
|                    | Comfort letter/Consents          |         | 53,525  |        
|                    |                                  |         |         |        
|                    |                                  | 640,917 |         | 678,224
|Audit-related fees: |                                  |         |         |        
|                    | Employee benefit plan            |         | 26,500  |        
|Tax fees            |                                  |        |         |       
|All other fees      |                                  |        |         |       
|                    |                                  |         |         |        
|Total fees          |                                  | 667,417 |         | 690,224
|                    |                                  |         |         |        

During fiscal year 2004, the Audit Committee, acting through its Chairman, engaged KPMG LLP to provide assistance with regard to the preparation and filing of
the Company's registration statement on Form S-4 with respect to the Company's Senior Subordinated 91/8% Notes and the issuance of related comfort letters and
consents and audit of the Company's employee benefit plan.

The
fees related to the above-described audit related and non-audit services did not exceed 50% of the annual audit fee and such fees were reported to and approved by the full Audit
Committee at its regularly scheduled meeting. The Audit Committee will annually evaluate the types of audit and non-audit services (permitted by law) which may be entered into with
pre-approval authority granted by the Audit Committee, subject to certain limits, and will grant that authority, if appropriate, pursuant to a resolution of the Audit Committee.

18

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---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K





A
list of exhibits required by Item 601 of Regulation S-K to be filed as part of this report:

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                      
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|2.1            |  | Facilities Sale Agreement by and among TransMontaigne Inc., TransMontaigne Pipeline Inc., TransMontaigne Terminaling Inc. and NORCO Pipeline Company, LLC and Buckeye Terminals, LLC dated July 31, 2001
(incorporated by reference to Exhibit 2.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed on August 15, 2001).
|2.2            |  | Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc. dated January 13, 2003 (incorporated by reference to Exhibit 99.2 of TransMontaigne Inc.'s Current Report on Form 8-K
filed on March 17, 2003).                                                                             
|2.3            |  | First Amendment to Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc. dated February 28, 2003 (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Current
Report on Form 8-K filed on March 17, 2003).                                                         
|2.4            |  | Second Amendment to Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc., dated as of June 27, 2003 (incorporated by reference to Exhibit 2.3 of TransMontaigne Inc.'s
Registration Statement on Form S-4 filed on July 22, 2003).                                               
|3.1A           |  | Restated Articles of Incorporation and Certificate of Merger (incorporated by reference to Exhibit 3.1 of TransMontaigne Oil Company's Form 10-K for the year ended April 30, 1996).                                                                                                                                             
|3.1B           |  | Certificate of Amendment of Restated Certificate of Incorporation of TransMontaigne Oil Company dated August 26, 1998 (incorporated by reference to Exhibit 3.1B of TransMontaigne Inc.'s Form 10-Q for the quarter ended
September 30, 1998).                                                                                   

19

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|3.1C   |  | Certificate of Amendment of Restated Certificate of Incorporation of TransMontaigne Inc. dated December 18, 1998 (incorporated by reference to Exhibit 3.1C of TransMontaigne Inc.'s Form 10-Q for the quarter ended
December 31, 1998).                                                                                                             
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1D   |  | Certificate of Designations of Series B Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 99.4 of TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).                                                                                                                                               
|3.2    |  | Amended and Restated Bylaws of TransMontaigne Inc. (incorporated by reference to Exhibit 3.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30, 2002).                                                                                                                                                                           
|4.1    |  | Indenture dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the 91/8% Series B Senior
Subordinated Notes due 2010 (incorporated by reference to Exhibit 4.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).
|4.2    |  | Form of 91/8% Series B Senior Subordinated Notes due 2010 (included in Exhibit 4.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).                                                                                                                                                                                          
|4.3    |  | Registration Rights Agreement dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto, UBS Warburg LLC, Wachovia Securities Inc., BNP Paribas Securities Corp. and SG Cowen Securities Corporation
(incorporated by reference to Exhibit 4.2 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).       
|10.1*  |  | TransMontaigne Oil Company Equity Incentive Plan (incorporated by reference to Exhibit 10.2 TransMontaigne Oil Company's Definitive Proxy Statement filed in connection with the August 28, 1997 Annual Meeting of Shareholders).                                                                                                                    
|10.1A* |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective March 17, 1999 (incorporated by reference to Exhibit A of TransMontaigne Inc.'s Definitive Proxy Statement on Schedule 14A filed on October 26,
1999).                                                                                                                             
|10.1B* |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective March 17, 1999 (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Registration Statement on Form S-8 filed on October 17,
2001).                                                                                                                                  
|10.1C* |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective November 21, 2002 (incorporated by reference to Exhibit A of TransMontaigne Inc.'s Definitive Proxy Statement on Schedule 14A filed on October 16,
2002).                                                                                                                          
|10.2   |  | Anti-dilution Rights Agreement dated as of April 17, 1996 between TransMontaigne Oil Company and Waterwagon & Co., nominee for Merrill Lynch Growth Fund (incorporated by reference to Exhibit 10.7 of TransMontaigne Oil Company's
Form 10-K for the year ended April 30, 1996).                                                                    
|10.3   |  | Agreement to Elect Directors dated as of April 17, 1996 between TransMontaigne Oil Company and the First Reserve Investors named therein (incorporated by reference to Exhibit 10.8 of TransMontaigne Oil Company's Form 10-K for the year
ended April 30, 1996).                                                                                    
|10.4   |  | Amendment to Agreement to Elect Directors dated as of April 17, 1996 dated June 26, 2002 between TransMontaigne Inc. and the First Reserve Investors named therein (incorporated by reference to Exhibit 10.6 of
TransMontaigne Inc.'s Form 10-K for the year ended June 30, 2002).                                                                  
|10.5   |  | Amended and Restated Institutional Investor Registration Rights Agreement dated June 27, 2002 by and among TransMontaigne Inc. and the entities listed on the signature pages thereof (incorporated by reference to Exhibit 99.6 of
TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).                                        

20

---



|10.6   |  | Amended and Restated Louis Dreyfus Corporation Registration Rights Agreement dated June 27, 2002 between TransMontaigne Inc. and Louis Dreyfus Corporation (incorporated by reference to Exhibit 99.7 of TransMontaigne Inc.'s Current
Report on Form 8-K filed on July 15, 2002).                                                                                                                                                                                     
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7   |  | Amended and Restated Preferred Stock Investor Registration Rights Agreement dated June 27, 2002 between TransMontaigne Inc. and the entities listed on the signature pages thereof (incorporated by reference to Exhibit 99.5 of
TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).                                                                                                                                                             
|10.8   |  | Form of Preferred Stock Recapitalization Agreement dated as of June 27, 2002 (without exhibits) (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15,
2002).                                                                                                                                                                                                                                                
|10.9   |  | Stockholders' Agreement dated as of June 28, 2002 among TransMontaigne Inc., Key Senior Executives, and the Investors listed on the signature pages thereof (incorporated by reference to Exhibit 99.8 of TransMontaigne Inc.'s
Current Report on Form 8-K filed on July 15, 2002).                                                                                                                                                                                    
|10.10  |  | Stock Purchase Agreement dated as of September 13, 1998, between Louis Dreyfus Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 2.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed on
November 13, 1998).                                                                                                                                                                                                                          
|10.11  |  | Amendment No. 1 to Stock Purchase Agreement dated as of October 30, 1998, between Louis Dreyfus Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 2.2 of TransMontaigne Inc.'s Current Report on Form 8-K
filed on November 13, 1998).                                                                                                                                                                                                         
|10.12  |  | Letter Agreement dated as of June 27, 2002 between First Reserve Fund VI, Limited Partnership and TransMontaigne Inc. (incorporated by reference to Exhibit 99.9 of TransMontaigne Inc.'s Current Report on Form 8-K filed
on July 15, 2002).                                                                                                                                                                                                                          
|10.13* |  | Change in Control Agreement between TransMontaigne Inc. and Donald H. Anderson dated April 12, 2001 (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                                                                                                                                                                           
|10.14* |  | Change in Control Agreement between TransMontaigne Inc. and Erik B. Carlson dated April 12, 2001 (incorporated by reference to Exhibit 10.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                                                                                                                                                                              
|10.15* |  | Change in Control Agreement between TransMontaigne Inc. and William S. Dickey dated April 12, 2001 (incorporated by reference to Exhibit 10.4 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                                                                                                                                                                            
|10.16* |  | Change in Control Agreement between TransMontaigne Inc. and Randall J. Larson dated May 1, 2002 (incorporated by reference to Exhibit 10.6 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                                                                                                                                                                               
|10.17  |  | Consulting Agreement by and between Harold R. Logan, Jr. and TransMontaigne Inc. effective as of January 1, 2003 (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended
March 31, 2003).                                                                                                                                                                                                                                  
|10.18  |  | First Amended and Restated Credit Agreement by and among TransMontaigne Inc., certain subsidiaries of TransMontaigne Inc., certain lenders, UBS AG, Cayman Islands Branch, as lender and UBS AG, Stamford Branch, in its capacities as
Administrative and Collateral Agent for itself and the other lenders, dated as of June 25, 2003 (incorporated by reference to Exhibit 10.25 of TransMontaigne Inc.'s Registration Statement on Form S-4 filed on July 22, 2003).

21

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|10.19 |  | First Amended and Restated Inventory and Accounts Security Agreement by and among TransMontaigne Inc., the Guarantors party thereto and UBS AG, Stamford Branch as Collateral Agent, dated as of June 25, 2003 (incorporated by reference to
Exhibit 10.26 of TransMontaigne Inc.'s Registration Statement on Form S-4 filed on July 22, 2003).                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | Letter Agreement dated as of October 9, 2003 between LB I Group Inc. and TransMontaigne Inc. (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2003).                                                                                                                                                                                                                    
|10.21 |  | Letter Agreement dated as of October 8, 2003 between First Reserve Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 10.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2003).                                                                                                                                                                                                          
|10.22 |  | $400,000,000 Senior Secured Working Capital Credit Facility, dated as of September 13, 2004, among TransMontaigne Inc., as Borrower, the several financial institutions initially signatory thereto, as Lenders, JPMorgan Chase Bank and UBS AG
Stamford Branch, as Syndication Agents, Société Générale, New York Branch, and Wells Fargo Foothill, LLC, as the Documentation Agents, and Wachovia Bank, National Association, as Agent.
|12.1  |  | Statement of Computation of Ratios of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                         
|21.1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.1  |  | Audit Report on Schedule and Consent of Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                               
|31.1  |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                                                                                                                                                                                                                      
|31.2  |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                                                                                                                                                                                                                      
|32.1  |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                       
|32.2  |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                       
|99.1  |  | Financial Statement Schedule.                                                                                                                                                                                                                                                                                                                                                                                                            

---



22

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| |  | TRANSMONTAIGNE INC.
| |  | -------------------
| |  | By                 

Date: October 28, 2004

23

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EXHIBIT INDEX

|Exhibit
Number |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|2.1            |  | Facilities Sale Agreement by and among TransMontaigne Inc., TransMontaigne Pipeline Inc., TransMontaigne Terminaling Inc. and NORCO Pipeline Company, LLC and Buckeye Terminals, LLC dated July 31, 2001
(incorporated by reference to Exhibit 2.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed on August 15, 2001).                    
|2.2            |  | Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc. dated January 13, 2003 (incorporated by reference to Exhibit 99.2 of TransMontaigne Inc.'s Current Report on Form 8-K
filed on March 17, 2003).                                                                                                 
|2.3            |  | First Amendment to Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc. dated February 28, 2003 (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Current
Report on Form 8-K filed on March 17, 2003).                                                                             
|2.4            |  | Second Amendment to Stock Purchase Agreement by and between El Paso CGP Company and TransMontaigne Product Services Inc., dated as of June 27, 2003 (incorporated by reference to Exhibit 2.3 of TransMontaigne Inc.'s
Registration Statement on Form S-4 filed on July 22, 2003).                                                                   
|3.1A           |  | Restated Articles of Incorporation and Certificate of Merger (incorporated by reference to Exhibit 3.1 of TransMontaigne Oil Company's Form 10-K for the year ended April 30, 1996).                                                                                                                                                                 
|3.1B           |  | Certificate of Amendment of Restated Certificate of Incorporation of TransMontaigne Oil Company dated August 26, 1998 (incorporated by reference to Exhibit 3.1B of TransMontaigne Inc.'s Form 10-Q for the quarter ended
September 30, 1998).                                                                                                       
|3.1C           |  | Certificate of Amendment of Restated Certificate of Incorporation of TransMontaigne Inc. dated December 18, 1998 (incorporated by reference to Exhibit 3.1C of TransMontaigne Inc.'s Form 10-Q for the quarter ended
December 31, 1998).                                                                                                             
|3.1D           |  | Certificate of Designations of Series B Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 99.4 of TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).                                                                                                                                               
|3.2            |  | Amended and Restated Bylaws of TransMontaigne Inc. (incorporated by reference to Exhibit 3.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30, 2002).                                                                                                                                                                           
|4.1            |  | Indenture dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto and Wells Fargo Bank Minnesota, National Association, as trustee, with respect to the 91/8% Series B Senior
Subordinated Notes due 2010 (incorporated by reference to Exhibit 4.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).
|4.2            |  | Form of 91/8% Series B Senior Subordinated Notes due 2010 (included in Exhibit 4.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).                                                                                                                                                                                          
|4.3            |  | Registration Rights Agreement dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto, UBS Warburg LLC, Wachovia Securities Inc., BNP Paribas Securities Corp. and SG Cowen Securities Corporation
(incorporated by reference to Exhibit 4.2 of TransMontaigne Inc.'s Current Report on Form 8-K filed June 3, 2003).       
|10.1*          |  | TransMontaigne Oil Company Equity Incentive Plan (incorporated by reference to Exhibit 10.2 TransMontaigne Oil Company's Definitive Proxy Statement filed in connection with the August 28, 1997 Annual Meeting of Shareholders).                                                                                                                    
|10.1A*         |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective March 17, 1999 (incorporated by reference to Exhibit A of TransMontaigne Inc.'s Definitive Proxy Statement on Schedule 14A filed on October 26,
1999).                                                                                                                             
|10.1B*         |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective March 17, 1999 (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Registration Statement on Form S-8 filed on October 17, 2001).                                                                                                                                  

---



|10.1C* |  | Amendment to TransMontaigne Inc. Equity Incentive Plan, effective November 21, 2002 (incorporated by reference to Exhibit A of TransMontaigne Inc.'s Definitive Proxy Statement on Schedule 14A filed on October 16,
2002).                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2   |  | Anti-dilution Rights Agreement dated as of April 17, 1996 between TransMontaigne Oil Company and Waterwagon & Co., nominee for Merrill Lynch Growth Fund (incorporated by reference to Exhibit 10.7 of TransMontaigne Oil Company's
Form 10-K for the year ended April 30, 1996).                            
|10.3   |  | Agreement to Elect Directors dated as of April 17, 1996 between TransMontaigne Oil Company and the First Reserve Investors named therein (incorporated by reference to Exhibit 10.8 of TransMontaigne Oil Company's Form 10-K for the year
ended April 30, 1996).                                            
|10.4   |  | Amendment to Agreement to Elect Directors dated as of April 17, 1996 dated June 26, 2002 between TransMontaigne Inc. and the First Reserve Investors named therein (incorporated by reference to Exhibit 10.6 of
TransMontaigne Inc.'s Form 10-K for the year ended June 30, 2002).                          
|10.5   |  | Amended and Restated Institutional Investor Registration Rights Agreement dated June 27, 2002 by and among TransMontaigne Inc. and the entities listed on the signature pages thereof (incorporated by reference to Exhibit 99.6 of
TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).
|10.6   |  | Amended and Restated Louis Dreyfus Corporation Registration Rights Agreement dated June 27, 2002 between TransMontaigne Inc. and Louis Dreyfus Corporation (incorporated by reference to Exhibit 99.7 of TransMontaigne Inc.'s Current
Report on Form 8-K filed on July 15, 2002).                           
|10.7   |  | Amended and Restated Preferred Stock Investor Registration Rights Agreement dated June 27, 2002 between TransMontaigne Inc. and the entities listed on the signature pages thereof (incorporated by reference to Exhibit 99.5 of
TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15, 2002).   
|10.8   |  | Form of Preferred Stock Recapitalization Agreement dated as of June 27, 2002 (without exhibits) (incorporated by reference to Exhibit 99.3 of TransMontaigne Inc.'s Current Report on Form 8-K filed on July 15,
2002).                                                                                      
|10.9   |  | Stockholders' Agreement dated as of June 28, 2002 among TransMontaigne Inc., Key Senior Executives, and the Investors listed on the signature pages thereof (incorporated by reference to Exhibit 99.8 of TransMontaigne Inc.'s
Current Report on Form 8-K filed on July 15, 2002).                          
|10.10  |  | Stock Purchase Agreement dated as of September 13, 1998, between Louis Dreyfus Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 2.1 of TransMontaigne Inc.'s Current Report on Form 8-K filed on
November 13, 1998).                                                                
|10.11  |  | Amendment No. 1 to Stock Purchase Agreement dated as of October 30, 1998, between Louis Dreyfus Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 2.2 of TransMontaigne Inc.'s Current Report on Form 8-K
filed on November 13, 1998).                                               
|10.12  |  | Letter Agreement dated as of June 27, 2002 between First Reserve Fund VI, Limited Partnership and TransMontaigne Inc. (incorporated by reference to Exhibit 99.9 of TransMontaigne Inc.'s Current Report on Form 8-K filed
on July 15, 2002).                                                                
|10.13* |  | Change in Control Agreement between TransMontaigne Inc. and Donald H. Anderson dated April 12, 2001 (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                 
|10.14* |  | Change in Control Agreement between TransMontaigne Inc. and Erik B. Carlson dated April 12, 2001 (incorporated by reference to Exhibit 10.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                    
|10.15* |  | Change in Control Agreement between TransMontaigne Inc. and William S. Dickey dated April 12, 2001 (incorporated by reference to Exhibit 10.4 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                  

---



|10.16* |  | Change in Control Agreement between TransMontaigne Inc. and Randall J. Larson dated May 1, 2002 (incorporated by reference to Exhibit 10.6 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2002).                                                                                                                                                                                                                                               
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17  |  | Consulting Agreement by and between Harold R. Logan, Jr. and TransMontaigne Inc. effective as of January 1, 2003 (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended
March 31, 2003).                                                                                                                                                                                                                                  
|10.18  |  | First Amended and Restated Credit Agreement by and among TransMontaigne Inc., certain subsidiaries of TransMontaigne Inc., certain lenders, UBS AG, Cayman Islands Branch, as lender and UBS AG, Stamford Branch, in its capacities as
Administrative and Collateral Agent for itself and the other lenders, dated as of June 25, 2003 (incorporated by reference to Exhibit 10.25 of TransMontaigne Inc.'s Registration Statement on Form S-4 filed on July 22,
2003).
|10.19  |  | First Amended and Restated Inventory and Accounts Security Agreement by and among TransMontaigne Inc., the Guarantors party thereto and UBS AG, Stamford Branch as Collateral Agent, dated as of June 25, 2003 (incorporated by reference to
Exhibit 10.26 of TransMontaigne Inc.'s Registration Statement on Form S-4 filed on July 22, 2003).                                                                                                                        
|10.20  |  | Letter Agreement dated as of October 9, 2003 between LB I Group Inc. and TransMontaigne Inc. (incorporated by reference to Exhibit 10.1 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2003).                                                                                                                                                                                                                                                  
|10.21  |  | Letter Agreement dated as of October 8, 2003 between First Reserve Corporation and TransMontaigne Inc. (incorporated by reference to Exhibit 10.2 of TransMontaigne Inc.'s Form 10-Q for the quarter ended September 30,
2003).                                                                                                                                                                                                                                        
|10.22  |  | $400,000,000 Senior Secured Working Capital Credit Facility, dated as of September 13, 2004, among TransMontaigne Inc., as Borrower, the several financial institutions initially signatory thereto, as Lenders, JPMorgan Chase Bank and UBS AG
Stamford Branch, as Syndication Agents, Société Générale, New York Branch, and Wells Fargo Foothill, LLC, as the Documentation Agents, and Wachovia Bank, National Association, as Agent.                              
|12.1   |  | Statement of Computation of Ratios of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                       
|21.1   |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|23.1   |  | Audit Report on Schedule and Consent of KPMG LLP, Independent Auditors.                                                                                                                                                                                                                                                                                                                                                                                                
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                                                                                                                                                                                                                                                    
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.                                                                                                                                                                                                                                                                                                                                                    
|32.1   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                     
|32.2   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                     
|99.1   |  | Financial Statement Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                          

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