SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-K/A

                              AMENDMENT NO. 1


_X__  Annual Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the fiscal year ended December 31, 1998

____  Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                      Commission File Number 0-28316

                        TRICO MARINE SERVICES, INC.
            (Exact name of registrant as specified in its charter)

        Delaware                                            72-1252405
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

  250 North American Court
      Houma, Louisiana                                         70363
(Address of principal executive offices)                     (zip code)

                 Issuer's Telephone Number:     (504) 851-3833

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

                                     NONE

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

                    Common Stock, $0.01 par value per share
                        Preferred Stock Purchase Rights

Indicate  by  check  mark  whether  the  registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange  Act of 1934 during
the  preceding  12  months (or for such shorter period that the registrant  was
required to file such  reports)  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. [    ]

The  aggregate market value of the voting stock held by non-affiliates  of  the
Registrant at March 19, 1999 was approximately $103,407,000.

The number  of  shares  of  the  Registrant's common stock, $0.01 par value per
share, outstanding at March 19, 1999 was 20,378,416.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

      Trico Marine Services, Inc.  ("Trico" or the "Company") hereby amends and
supplements the following items of Part  III  of its Annual Report on Form 10-K
for the year ended December 31, 1998 to read in their entirety as follows:

                                   PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information  concerning  Executive  Officers   is  included  as  Item  4A
"Executive Officers of the Registrant."

      The following table sets forth certain information, as of April 15, 1999,
with respect to each director of the Company.

<TABLE>
<CAPTION>
                                                      Principal Occupation                                     
                                                      and Directorships in                         Director       Term
Name                           Age                 Other Public Corporations                         Since     Expiring
---------------------         -------        ---------------------------------------------         --------    --------
<S>                           <C>            <C>                                                   <C>         <C>
Thomas E. Fairley             51             President  and  Chief  Executive  Officer  of the     1993        1999
                                             Company; Director: Gulf Island Fabrication, Inc.
                                             fabricator of offshore production platforms)
Benjamin F. Bailar            64             Dean  Emeritus  of  the  Jones Graduate School of     1994        1999
                                             Administration at Rice University; Director: U.S.
                                             Can  Corporation, Dana Corporation  (manufacturer
                                             of auto  parts)  and  Smith  International,  Inc.
                                             (energy services product and service provider)
Ronald O. Palmer              52             Chairman of the Board                                 1993        2000
Garth H. Greimann             44             Managing   Director  of  Berkshire  Partners  LLC     1993        2000
                                             (private equity  investment  firm); Director: The
                                             Profit Recovery Group International  (provider of
                                             accounts  payable  and  other  recovery  auditing
                                             services)
H. K. Acord                   65             Oil  and  gas consultant.  From 1993 to 1996, Mr.     1997        2001
                                             Acord  served   as   Executive   Vice  President,
                                             Exploration and Production Division  of Mobil Oil
                                             Corporation  ("Mobil").   From  1989 to 1993,  he
                                             served   as   a   Vice  President,  International
                                             Producing Operations for Mobil.
Edward C. Hutcheson, Jr.      53             Principal  with  HWG  Capital,  a  subsidiary  of     1994        2001
                                             Harris,  Webb  &  Garrison   (investment  banking
                                             firm).  From November 1994 to  October  1996, Mr.
                                             Hutcheson served as CEO or Chairman of the  Board
                                             of   Crown  Castle  International  Corp.  ("Crown
                                             Castle")    (owner   and   manager   of  wireless
                                             communications  towers).   From January  1994  to
                                             October  1994,  Mr.  Hutcheson  was  involved  in
                                             private  investment  activities  leading  to  the
                                             creation of Crown Castle.   From  March  1992  to
                                             December 1993, Mr.  Hutcheson served as President
                                             and Chief Operating Officer of Baroid Corporation
                                             (an  energy  services  and  equipment  provider);
                                             Director:  Titanium  Metals Corporation (titanium
                                             sponge  and  mill  product   producer);  Pinnacle
                                             Management & Trust Co. and Crown Castle
</TABLE>


BOARD AND COMMITTEE MEETINGS

      During 1998, the Board held seven meetings.  Each director of the Company
attended  at least 75% of the aggregate number of meetings held during 1998  of
the Board and committees of which he was a member.

      The Board  has  an  Audit  Committee  and  a Compensation Committee.  The
Compensation Committee met two times in 1998.  The Audit Committee met one time
in 1998.  The Audit Committee, whose current members  are Mr. Greimann and Dean
Bailar,  reviews  the  Company's  annual  audit  and meets with  the  Company's
independent public accountants to review the Company's  internal  controls  and
financial  management  practices.   The  Compensation  Committee, whose current
members are Messrs. Greimann and Hutcheson, is responsible  for determining the
compensation  of  the Company's key employees and administering  the  Company's
stock incentive plans.

COMPENSATION OF DIRECTORS

      Each non-employee  director  receives an annual fee of $12,500, plus $500
for each Board or committee meeting attended.  All directors are reimbursed for
reasonable out-of-pocket expenses incurred  in  attending  Board  and committee
meetings.

      Under the Company's amended 1996 Incentive Compensation Plan,  each  non-
employee  director  receives an option to purchase 2,000 shares of Common Stock
on the day following  each  annual  meeting  of  stockholders  while  such plan
remains  in  effect.   Each  non-employee  director  who  joins  the Board also
receives  options  to  buy  10,000 shares of Common Stock.  The options  become
exercisable immediately and expire  ten  years  from  the  date  of grant.  The
exercise  price  of  the  options  is  the closing sales price of the Company's
Common Stock on the date of grant on the Nasdaq National Market.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of  the Securities Exchange  Act  of  1934  requires  the
Company's directors, executive  officers  and 10% stockholders to file with the
SEC reports of ownership and changes in ownership  of  equity securities of the
Company.  During 1998, statements on Form 4 with respect  to  H.  K.  Acord,  a
director  of the Company, and Ronald O. Palmer, Chairman of the Board, were not
timely filed due to clerical errors.

ITEM 11.    EXECUTIVE COMPENSATION

ANNUAL COMPENSATION

      The following  table sets forth all cash compensation and options granted
for the three years ended  December  31, 1998, to the Company's Chief Executive
Officer  and  each  of  its  four most highly  compensated  executive  officers
(collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                                          Long-Term
                                                                                         Compensation
                                              Annual Compensation                           Awards
                                        -----------------------------------------  --------------------------
                                                                         Other     No. of Shares
                                                                        Annual      Underlying
                                                                       Compensa-     Options       All Other
Name and Principal Position  Year        Salary          Bonus         sation(1)     Granted     Compensation
--------------------------- ------      ----------     ---------      -----------    -------     ------------
<S>                         <C>         <C>            <C>            <C>            <C>         <C>
Thomas E. Fairley            1998       $  210,000     $  35,000       $     ---     16,000      $  1,890
President and Chief          1997       $  210,000     $  95,970       $     ---     12,000      $  1,260
  Executive Officer          1996       $  150,000     $  90,000       $     ---     20,000      $  1,134

Ronald O. Palmer             1998       $  210,000     $  35,000       $     ---     16,000      $  1,890
  Chairman of the Board      1997       $  210,000     $  95,970       $     ---     12,000      $  1,260
                             1996       $  150,000     $  90,000       $     ---     20,000      $  1,134

Victor M. Perez              1998       $  150,000     $  25,000       $     ---     15,000      $  1,350
  Vice President, Chief      1997       $  150,000     $  68,550       $     ---     12,000      $  1,104
  Financial Officer and      1996       $  135,000     $  81,000       $     ---     20,000      $  1,068
  Treasurer

Kenneth W. Bourgeois         1998       $  105,000     $  20,000       $     ---     12,000      $    945
  Vice President and         1997       $  105,000     $  30,000       $     ---     12,000      $    753
  Controller                 1996       $   90,000     $  34,000       $     ---     20,000      $    728

Michael D. Cain              1998       $   86,667     $  15,000       $     ---     12,000      $    780
  Vice President-Marketing   1997       $   80,000     $  30,500       $     ---     12,000      $    624
                             1996       $   80,000     $  24,500       $     ---     20,000      $    485
</TABLE>


(1)   Perquisites and other personal  benefits  paid  to  each  Named Executive
      Officer  in  any  of  the  years  presented did not exceed the lesser  of
      $50,000 or 10% of such Named Executive  Officer's  salary  and  bonus for
      that year.


1998 STOCK OPTION GRANTS

      The  following  table contains information concerning the grant of  stock
options and stock appreciation  rights ("SARs") to the Named Executive Officers
during 1998.


                                             1998 STOCK OPTION GRANTS

<TABLE>                                                                               
<CAPTION>                                                                             Potential Realizable Value at
                                          % of Total                                     Assumed Annual Rates of
                        No. of Shares       Options                                    Stock Price Appreciate for     
                          Underlying       Granted to                                       Option Term (2)
                            Options        Employees    Exercise         Expiration    ---------------------------
     Name               Granted (1)        in 1998      Price             Date              5%              10%
------------------     ---------------  -------------- -----------     -------------   ------------    -----------
<S>                    <C>              <C>            <C>             <C>             <C>             <C>
Thomas E. Fairley      16,000               7.6%       $  17.75          2/9/08         $178,606        $452,623
Ronald O. Palmer       16,000               7.6%       $  17.75          2/9/08         $178,606        $452,623
Victor M. Perez        15,000               7.1%       $  17.75          2/9/08         $167,443        $424,334
Kenneth W. Bourgeois   12,000               5.7%       $  17.75          2/9/08         $133,954        $339,467
Michael D. Cain        12,000               5.7%       $  17.75          2/9/08         $133,954        $339,467
</TABLE>

(1)   These options became exercisable in annual 25% increments beginning on
      February 9, 1999 and on each anniversary thereafter.

(2)   Appreciation is calculated over the term of the options, beginning with
      the fair market value on the date of grant of the options, which was
      $17.75.

<TABLE>

      AGGREGATE OPTION EXERCISES DURING 1998 AND OPTION VALUES AT YEAR END

<CAPTION>

                                                                           Number of Securities            Value of Unexercised
                                                                          Underlying Unexercised         In-the-Money Options
                                                                           Options at Year End                Year End (1)
                                     Acquired on           Value        ----------------------------   --------------------------
          Name                        Exercise           Realized         Exercisable/Unexercisable     Exercisable/Unexercisable
----------------------------     -----------------   ---------------    ----------------------------   --------------------------
<S>                              <C>                 <C>                <C>                            <C>
Thomas E. Fairley                     7,850          $  83,788             451,540/25,000              $  1,699,161/---
Ronald O. Palmer                     55,500          $ 866,772             391,926/25,000              $  1,462,792/---
Victor M. Perez                      10,000          $ 221,890             207,890/24,000              $    733,089/---
Kenneth W. Bourgeois                   ---               ---                37,000/21,000              $     55,510/---
Michael D. Cain                        ---               ---                33,000/21,000              $     39,650/---

</TABLE>

(1)    Based on the difference between the closing sale price of Common Stock
       of  $4.875  on  December  31, 1998, as reported by the Nasdaq National
       Market and the exercise price of such options.


Change of Control Agreements

   The  Company  has entered into agreements  with  certain  of  its  executive
officers, including  the  Named  Executive Officers, which, among other things,
provide for certain payments and benefits  to  the  executive  if  his  or  her
employment  is  terminated.   If the officer's employment is terminated for any
reason other than cause, defined  as  (i)  a  conviction  or  a  plea  of  nolo
contendere  to  a  felony,  (ii)  gross  negligence  in  the performance of the
officer's  duties,  continuing after the officer's receipt of  notice  of  such
gross negligence from  the  Company, (iii) a material violation of the terms of
the employment agreement or (iv) gross misconduct on the officer's part that is
injurious to the Company, he  will  receive  one  year's salary, any cash bonus
still payable from the year preceding the officer's  termination  and  any non-
cash  benefits that he received prior to termination.  The officer will receive
the same  severance  package in the event of a change of control of the Company
that is not initiated by someone who is or has been an employee of the Company.
In the case of a change  in  control initiated by a present or past employee of
the Company, the officer has the option either to receive the severance package
or continue in his position with the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   No executive officer of the  Company served in 1998 as a director, or member
of  the  compensation committee, of  another  entity  one  of  whose  executive
officers served  as  a  director,  or  on  the  Compensation  Committee, of the
Company.

COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

   General

   The Compensation Committee, which is currently comprised of two non-employee
directors,  oversees  the  compensation  of  the  Company's  key employees  and
administers  the  Company's  incentive  compensation plans.  No member  of  the
Compensation  Committee  is a former or current  officer  or  employee  of  the
Company.

   The compensation of the  Company's executive officers is designed to attract
and retain executive talent and  to  align  the  compensation  of the Company's
executives  with  the  success of the Company.  Toward that end, the  Company's
executive compensation program  has  been  structured  to  (i)  provide a total
compensation  package  that is competitive with the compensation of  executives
holding similar positions  at  comparable  firms;  (ii)  reward  individual and
overall   Company  performance;  and  (iii)  link  executive  compensation   to
achievement of the Company's long-term and short-term strategic goals.

   Base Salary and Annual Incentive Compensation

   Base Salary.   The  Compensation  Committee establishes the base salaries of
the Company's key employees at levels  it deems necessary to attract and retain
executive  talent.   Generally,  base  salaries  for  executives  are  reviewed
annually  and,  if  appropriate,  adjusted  based  on  individual  performance,
increases in general levels of compensation for  executives at comparable firms
and the Company's overall financial results.

   Annual Cash Incentive Compensation.  Annual cash  incentive bonuses are paid
to  the  Company's key employees in an effort to provide  a  fully  competitive
compensation package, which is linked to the Company's attainment of its short-
term  goals.    The  Board  views  EBITDA  (earnings  before  interest,  taxes,
depreciation and  amortization)  growth  as  the  Company's  primary short-term
strategic goal.  In 1998, primarily as a result of the significant  decrease in
day rates in the Gulf of Mexico during the second half of 1998, annual  bonuses
paid  to  the  Company's  executive  officers  substantially decreased and were
based, in part, on the EBITDA levels generated by the Company.

   Stock-Based  Incentive Compensation.  The purpose  of  the  Company's  stock
incentive program  is  to  link  management  to  stockholders  by  focusing  on
intermediate   and  long-term  results.   In  1998,  the  Committee  sought  to
accomplish these  objectives  by  granting  stock  options  to  certain  of the
Company's key employees.

   Position  Regarding  Compliance  with Section 162(m) of the Internal Revenue
Code.  Section 162(m) of the Internal  Revenue Code of 1986, as amended, limits
the deduction allowable to the Company for  compensation  paid  to  each of the
Named  Executive  Officers  in  any year to $1 million.  Qualified performance-
based  compensation  is excluded from  this  deduction  limitation  if  certain
requirements  are  met.   Stock  options  granted  by  the  Company  have  been
structured to qualify  as  performance-based.  Although no executive officer of
the Company reached the deductibility  cap  in  1998,  the  Committee  plans to
continue to evaluate the Company's cash and stock incentive programs as  to the
advisability of future compliance with Section 162(m).

   Compensation for the Chief Executive Officer

   Mr.  Fairley's  salary  remained  at $210,000 in 1998.   His base salary has
been established by considering various  factors,  including his experience and
performance and the extent to which his total compensation  package  is at risk
under incentive compensation programs.

   An annual incentive bonus of $35,000 was paid to Mr. Fairley in 1998.  While
the Company did not achieve the EBITDA target in its annual bonus plan  for Mr.
Fairley  due primarily to the substantial decrease in day rates experienced  in
the Gulf of  Mexico  in  the  second  half  of  1998, Mr. Fairley was awarded a
$35,000 bonus in recognition of his leadership during 1998.

   During 1998, Mr. Fairley received grants of stock  options for 16,000 shares
of Common Stock as discussed above.  Mr. Fairley's stock  options  were granted
on  the  same  terms  as those granted to other officers and described in  this
report.

                        The Compensation Committee

Garth H. Greimann                                      Edward C. Hutcheson, Jr.


PERFORMANCE GRAPH

   The graph below compares  the  total  stockholder  return  on  the Company's
Common  Stock since its initial public offering on May 16, 1996 until  December
31, 1998  with  the  total  return  on the S&P 500 Index and the Company's Peer
Group Index for the same period, in each  case  assuming the investment of $100
on May 16, 1996 at the initial public offering price  of  $8.00  per  share (as
adjusted to give effect to a 2 for 1 stock split effected in June, 1997) .  The
Company's  Peer  Group  Index consists of Petroleum Helicopters, Inc., Offshore
Logistics, Inc. (OLOG), Tidewater Inc. (TDW), SEACOR SMIT, Inc. (CKH) and Hvide
Marine Incorporated Class  A  Common Stock (HMAR).  The initial public offering
of the Class A Common Stock of HMAR was on August 13, 1996.


                           COMPARE CUMULATIVE TOTAL RETURN
                         AMONG TRICO MARINE SERVICES, INC.,
                         S&P 500 INDEX AND PEER GROUP INDEX


                                 [PERFORMANCE GRAPH]


                            ASSUMES $100 INVESTED ON MAY 16, 1996
                                 ASSUMES DIVIDENDS REINVESTED
                               FISCAL YEAR ENDING DEC. 31, 1998

<TABLE>
<CAPTION>
                                                                TOTAL RETURN
                         ---------------------------------------------------------------------------------------------
                           May 16, 1996             December 31, 1996        December 31, 1997        December 31,1998
                         --------------------      ------------------       -------------------      -----------------
<S>                      <C>                       <C>                      <C>                      <C>
Trico                          100                       300                      367                       61
S&P 500                        100                       112                      149                      192
Peer Group Index               100                       114                      135                       65
</TABLE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of April 15, 1999, certain information
regarding beneficial ownership of Common Stock of (i) each director and nominee
of the Company, (ii) each of the  Named  Executive Officers (as defined below),
and (iii) all directors and executive officers  of  the Company as a group, and
(iv) the other stockholder known by the Company to be  the  beneficial owner of
more  than  5%  of the outstanding Common Stock, determined in accordance  with
Rule 13d-3 under  the  Securities  Exchange  Act  of  1934.   Unless  otherwise
indicated, the securities are held with sole voting and investment power.


<TABLE>
<CAPTION>
                                      No. of                Percent
NAME OF BENEFICIAL OWNER              SHARES               OF CLASS
------------------------------    ---------------      ---------------
<S>                               <C>                  <C>
Thomas E. Fairle y                     496,826 (1)             2.2%
Ronald O. Palmer                       476,826 (1)             2.3%
H. K. Acord                             29,000 (1)              *
Benjamin F. Bailar                      38,000 (1)(2)           *
Garth H. Greimann                       25,256 (1)              *
Edward C. Hutcheson, Jr.                25,000 (1)              *
Victor M. Perez                        218,640 (1)              *
Michael D. Cain                         36,000 (1)              *
Kenneth W. Bourgeois                    40,000 (1)              *
All directors and executive
  Officers as a group (12 persons)   1,385,548 (3)             6.4%

</TABLE>

* Less than one percent

(1)      Includes  the  following number of shares subject to options that  are
         exercisable by June  15,  1999:  Mr.  Fairley,  458,540;  Mr.  Palmer,
         408,926; Mr. Acord, 14,000; Mr. Bailar 4,000; Mr. Greimann 4,000;  Mr.
         Hutcheson  4,000;   Mr.  Perez,  218,640;   Mr.  Cain, 36,000; and Mr.
         Bourgeois, 40,000.
(2)      Shares beneficially owned by Mr. Bailar (excluding  shares  subject to
         options that are currently exercisable) are owned by a trust  of which
         Mr. Bailar is the sole trustee and beneficiary.
(3)      Includes  1,208,106 shares subject to options that are exercisable  by
         June 15, 1999 held by executive officers and directors.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.



                                     SIGNATURES

In accordance with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  has  caused  this  report  to be signed on its behalf  by  the
undersigned, thereunto duly authorized on April 30, 1999.

                                    TRICO MARINE SERVICES, INC.



                                    By:
                                          -------------------------------
                                          Victor M. Perez
                                          Chief Financial Officer