SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

X    Quarterly
Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001

_____ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period _______ to _______

Commission File Number 0-28316

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

Delaware
          (State or other jurisdiction of
          incorporation or organization)
        72-1252405
          (I.R.S. Employer Identification No.)250 North American Court
          Houma, LA
          (Address of principal executive offices)
        70363
          (Zip Code)


Registrant's telephone number, including area code (985)
851-3833



Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.

Yes XNo

As of November 9, 2001, there were 36,254,335 shares
outstanding of the Registrant's Common Stock, par value $.01 per share.

|PART I. FINANCIAL INFORMATION                       
|----------------------------------------------------
|ITEM 1. FINANCIAL STATEMENTS                        
|TRICO MARINE SERVICES, INC. AND
      SUBSIDIARIES  
|CONSOLIDATED BALANCE SHEETS                         
|(Dollars in thousands)                              
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|Current assets:                                     
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|Property and equipment, at cost:                    
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|Less accumulated depreciation and
      amortization
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|Goodwill, net                                       
|Other assets                                        
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|Current liabilities:                                
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|Long-term debt                                      
|Deferred income taxes, net                          
|Other non-current liabilities                       
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|Commitments and contingencies                       
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|Stockholders' equity:                               
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|TRICO MARINE
      SERVICES, INC. AND SUBSIDIARIES      
|--------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF OPERATIONS             
|(Unaudited)                                             
|(In
      thousands, except share and per share amounts)
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|Revenues:                                               
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|Operating
      expenses:                               
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|Operating
      income (loss)                           
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|Interest
      expense                                  
|Amortization of
      deferred financing costs          
|Other expense
      (income), net                       
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|Loss before
      income taxes and extraordinary item   
|                                                        
|Income tax
      benefit                                
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|Loss before
      extraordinary item                    
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|Extraordinary
      item, net of taxes                  
|                                                        
|Net loss                                                
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|Basic and
      diluted earnings per common share:      
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|TRICO MARINE
      SERVICES, INC. AND SUBSIDIARIES                
|------------------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF CASH FLOWS                       
|(Unaudited)                                                       
|(In
      thousands)                                              
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|Net loss                                                          
|Adjustments to
      reconcile net loss to net cash provided      
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|Changes in
      operating assets and liabilities:                
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|Cash flows from
      investing activities:                       
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|Cash flows from
      financing activities:                       
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|Effect of
      exchange rate changes on cash and cash equivalents
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|Net increase in
      cash and cash equivalents                   
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|Cash and cash
      equivalents at beginning of period            
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|Cash and cash
      equivalents at end of period                  
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|Supplemental
      information:                                   
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|TRICO MARINE
      SERVICES, INC. AND SUBSIDIARIES  
|----------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE LOSS 
|(Unaudited)                                         
|(In
      thousands)                                
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|Net loss                                            
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|Other
      comprehensive income (loss), net of tax:
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.     Financial Statement Presentation:

The consolidated financial statements for Trico Marine
Services, Inc. (the "Company") included herein are unaudited but
reflect, in management's opinion, all adjustments, consisting only of normal
recurring adjustments, that are necessary for a fair presentation of the nature
of the Company's business. The results of operations for the three and nine
months ended September 30, 2001 are not necessarily indicative of the results
that may be expected for the full fiscal year or any future periods. The
financial statements included herein should be read in conjunction with the
financial statements and notes thereto included in the Company's consolidated
financial statements for the year ended December 31, 2000.

Certain prior period amounts have been reclassified to
conform with the presentation shown in the interim consolidated financial
statements. These reclassifications had no effect on net loss or total
stockholders' equity, but operating cash flows were reduced by $5,343,000 and
cash flows provided by investing activities were increased by the same amount.

Effective January 1, 2001 we adopted Statement of Financial
Accounting Standards ("SFAS") No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities." To the extent that foreign
currency forward exchange contracts qualify for hedge accounting treatment, the
gain or loss due to changes in their fair value is recognized in accumulated
other comprehensive income until realized, at which time the gain or loss is
recognized along with the offsetting loss or gain on the hedged item. To the
extent that foreign currency forward exchange contracts do not qualify for hedge
accounting treatment, the gain or loss due to changes in their fair value is
recognized in the consolidated statements of operations, but is generally offset
by changes in value of the underlying exposure. The cumulative effect of the
adjustment due to this change in accounting is not material to our financial
position, results of operations or cash flows.

Basic earnings per share are computed by dividing earnings
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflect per share
amounts that would have resulted if dilutive potential common stock had been
converted to common stock. The following reconciles amounts reported in the
financial statements (in thousands, except share and per share data).



|                                                                                                                           | Three Months Ended
        September 30, 2001 |                      | Nine Months Ended
        September 30, 2001
|-------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | -------------------- | --------------------------------------------
|                                                                                                                           |                                               |                      |                                             
|                                                                                                                           | Loss(Numerator)                               | Shares (Denominator) | Per-share Amount                            
|Loss before extraordinary
         item                                                                                    | $ (13,448)                                    |                      |                                             
|                                                                                                                           |                                               |                      |                                             
|Basic earnings per shareLoss before extraordinary item available to common stockholders                                    | (13,448)                                      | 36,254,335           | $(0.37)                                     
|                                                                                                                           |                                               |                      |                                             
|Effect of Dilutive SecuritiesStock option grants                                                                           | --                                            | --                   |                                             
|                                                                                                                           |                                               |                      |                                             
|                                                                                                                           |                                               |                      |                                             
|Diluted earnings per shareLoss before extraordinary item available to common stockholders plus
        assumed conversions | $ (13,448)                                    | 36,254,335           | $(0.37)                                     
|                                                                                                                           |                                               |                      |                                             

|                                                                                                                           | Three Months Ended
        September 30, 2000 |                      | Nine Months Ended
        September 30, 2000
|-------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | -------------------- | --------------------------------------------
|                                                                                                                           |                                               |                      |                                             
|                                                                                                                           | Loss (Numerator)                              | Shares (Denominator) | Per-share Amount                            
|Loss before extraordinary item                                                                                             | $ (1,594)                                     |                      |                                             
|                                                                                                                           |                                               |                      |                                             
|Basic earnings per shareLoss before extraordinary item available to common stockholders                                    | (1,594)                                       | 36,004,202           | $(0.04)                                     
|                                                                                                                           |                                               |                      |                                             
|Effect of Dilutive SecuritiesStock option grants                                                                           | --                                            | --                   |                                             
|                                                                                                                           |                                               |                      |                                             
|Diluted earnings per shareLoss before extraordinary item available to common stockholders plus
        assumed conversions | $ (1,594)                                     | 36,004,202           | $(0.04)                                     
|                                                                                                                           |                                               |                      |                                             

During the three-month and nine-month periods ending
September 30, 2001, options to purchase 1,865,843 and 1,879,343 shares of common
stock, respectively, at prices ranging from $0.91 to $23.13 have been excluded
from the computation of diluted earnings per share because inclusion of these
shares would have been antidilutive. For the three-month and nine-month periods
ending September 30, 2000, options to purchase 2,086,793 common shares at prices
ranging from $0.91 to $23.13 have been excluded from the computation of diluted
earnings per share because inclusion of these shares would have been
antidilutive.

3.     Separate Financial Statements for Subsidiary Guarantors:

During 1997, the Company issued $280,000,000 of 81⁄2% senior
notes due 2005 (the "Senior Notes"). In June 2000, the Company
exchanged 3,109,857 shares of its common stock for $32,140,000 face amount, plus
accrued interest, of the Senior Notes.

Pursuant to the terms of the indenture governing the Senior
Notes, the Senior Notes must be guaranteed by each of the Company's
"significant subsidiaries" (the "Subsidiary Guarantors"),
whether such subsidiary was a "significant subsidiary" at the time of
the issuance of the Senior Notes or becomes a "significant subsidiary"
thereafter. Separate financial statements of the Subsidiary Guarantors are not
included in this report because (a) the Company is a holding company with no
assets or operations other than its investments in its subsidiaries, (b) the
Subsidiary Guarantors are wholly-owned subsidiaries of the Company, comprise all
of the Company's direct and indirect subsidiaries (other than inconsequential
subsidiaries) and, on a consolidated basis, represent substantially all of the
assets, liabilities, earnings and equity of the Company, (c) each of the
Subsidiary Guarantors fully and unconditionally guarantee the Company's
obligations under the Senior Notes on a joint and several basis (subject to a
standard fraudulent conveyance savings clause) and (d) management has determined
that separate financial statements and disclosures concerning the Subsidiary
Guarantors are not material to investors.

The Company's effective income tax rates for the
  three-month periods ended September 30, 2001 and 2000 were 33%, and for the
  nine-month periods ended September 30, 2001 and 2000, were 34% and 32%,
  respectively. The variance from the Company's statutory rate is primarily
  due to income contributed by our wholly-owned Norwegian subsidiary, Trico
  Supply ASA, for which deferred income taxes are provided at the Norwegian
  statutory rate of 28%, due to the Company's intent to permanently reinvest
  the unremitted earnings and postpone their repatriation indefinitely.

The Company is a provider of marine support services to the
oil and gas industry. Substantially all revenues result from the charter of
vessels owned by the Company. While the Company's vessels are regularly
relocated or mobilized to other parts of the world outside of their home base,
the Company reports to three principal geographic segments consistent with the
Company's management structure. The accounting policies of the segments are
the same, except for purposes of income taxes and intercompany transactions and
balances. The North Sea segment provides for a flat tax, in addition to taxes on
equity and net financial income, at a rate of 28%, which is the Norwegian
statutory tax rate. Additionally, segment data includes intersegment revenues,
receivables and payables, and investments in consolidated subsidiaries. The
Company evaluates performance based on net income (loss). The U.S. segment
represents the Company's domestic operations and reflects interest expense on
long-term debt associated with the acquisitions of foreign subsidiaries. The
North Sea segment includes vessels based in Norway and the United Kingdom, and
the Other segment primarily represents the Company's Brazilian based
operations. Segment data as of and for the three-month and nine-month periods
ended September 30, 2001 and 2000 are as follows:



|Three Months Ended September 30, 2001 | U.S.     | North Sea | Other   | Totals  
|------------------------------------- | -------- | --------- | ------- | --------
|                                      |          |           |         |         
|Revenues from external customers      | $ 26,752 | $ 18,950  | $ 1,959 | $ 47,661
|Intersegment revenues                 | 36       | --        | --      | 36      
|Segment net income (loss)             | (13,669) | 1,217     | (996)   | (13,448)

|                                      |          |           |         |          
|------------------------------------- | -------- | --------- | ------- | ---------
|Three Months Ended September 30, 2000 | U.S.     | North Sea | Other   | Totals   
|                                      |          |           |         |          
|Revenues from external customers      | $ 17,166 | $ 15,445  | $ 2,674 | $ 35,285 
|Intersegment revenues                 | 36       | --        | --      | 36       
|Segment net income (loss)             | (3,859)  | 2,541     | (276)   | (1,594)  
|                                      |          |           |         |          
|Nine Months Ended September 30, 2001  | U.S.     | North Sea | Other   | Totals   
|                                      |          |           |         |          
|Revenues from external customers      | $ 80,511 | $ 53,169  | $ 7,244 | $ 140,924
|Intersegment revenues                 | 108      | --        | --      | 108      
|Segment net income (loss)             | (11,986) | 7,325     | (1,378) | (6,039)  
|Segment total assets                  | 546,309  | 348,002   | 43,283  | 937,594  
|                                      |          |           |         |          
|Nine Months Ended September 30, 2000  | U.S.     | North Sea | Other   | Totals   
|                                      |          |           |         |          
|Revenues from external customers      | $ 44,997 | $ 39,008  | $ 7,143 | $ 91,148 
|Intersegment revenues                 | 108      | --        | --      | 108      
|Segment net loss                      | (15,326) | 2,534     | (1,323) | (14,115) 
|Segment total assets                  | 566,139  | 340,615   | 40,278  | 947,032  

A reconciliation of segment data to consolidated data as of
and for the three-month and nine-month periods ended September 30, 2001 and 2000
is as follows:

|                                                                                                                         | Three months ended
        September 30,
|------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------
|                                                                                                                         | 2001                                    
|                                                                                                                         |                                         
|Revenues                                                                                                                 |                                         
|Total revenues from external customers and
        intersegment revenues
                for reportable
        segments | $ 47,697                                
|Elimination of intersegment
        revenues                                                                             | (36)                                    
|                                                                                                                         |                                         
|                                                                                                                         | Total consolidated
        revenues     
|                                                                                                                         |                                         

|                                    | Nine months ended
        September 30,                                                                             
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------
|                                    |                                                                                                                     
|                                    | 2001                                                                                                                
|                                    |                                                                                                                     
|Revenues                            |                                                                                                                     
|                                    | Total revenues from external customers and
        intersegment revenues
            for reportable
        segments
|                                    | Elimination of intersegment
        revenues                                                                        
|                                    |                                                                                                                     
|Total consolidated
        revenues | $ 140,924                                                                                                           
|                                    |                                                                                                                     
|                                    |                                                                                                                     
|                                    | As of September 30,                                                                                                 
|                                    |                                                                                                                     
|                                    | 2001                                                                                                                
|                                    |                                                                                                                     
|Assets                              |                                                                                                                     
|                                    | Total assets for reportable
        segments                                                                        
|                                    | Elimination of intersegment
        receivables                                                                     
|                                    | Elimination of investment in
        subsidiaries                                                                   
|                                    |                                                                                                                     
|Total consolidated
        assets   | $ 649,189                                                                                                           
|                                    |                                                                                                                     

6.    Sale of Crewboats:

In March 2001, the Company entered into agreements to sell
two of its crewboats. The sale of one crewboat was closed in March 2001, and the
sale of the second crew boat was closed in April 2001. The Company recognized a
gain of approximately $568,000 in the first quarter on the sale of the first
crewboat and recognized a gain of approximately $374,000 in the second quarter
on the sale of the second crewboat. The proceeds from both sales were used for
working capital.

7.    Asset Write-Down:

During the third quarter of 2001 the Company determined that
the carrying value of eight vessels exceeded their estimated fair values.
Accordingly, the Company reduced the net book value of these eight vessels to
their estimated fair values, resulting in a non-cash asset write-down of
$24,260,000.

Six of the vessels are located in the U.S. Gulf of Mexico and
had been removed from active status for extended periods. In the third quarter
of 2001, the vessels were permanently withdrawn from service when the Company
determined that it would no longer be economically feasible to refurbish and
activate these vessels due to their age and overall condition. The Company
determined their fair values using a combination of estimates of fair values
obtained from third parties and detailed analyses of residual equipment values
assuming that certain vessels would be scrapped. The Company reduced the value
of these six vessels by $21,249,000. Operating losses, primarily from
depreciation and insurance expense, generated by these vessels during the
nine-month periods ended September 30, 2001 and 2000 were $1,936,000 and
$1,821,000, respectively.

The other two vessels are located in the North Sea and are
still in service; however, due to their age and declining utilization, the
Company determined that their carrying values exceeded their estimated fair
values. Accordingly, their net book values have been adjusted to their estimated
fair values based on projections of the future cash flows of the vessels over
their remaining lives, discounted at a current market rate of interest. The
write-down associated with these two vessels was approximately $3,011,000.

On June 29, 2001, the Financial Accounting Standards Board
approved its proposed SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
supercedes APB Opinion No. 16, "Business Combinations," to prohibit
use of the pooling-of-interest (pooling) method of accounting for business
combinations initiated after the issuance date of the final Statement. SFAS No.
142 supercedes APB Opinion No. 17, "Intangible Assets," by stating
that goodwill will no longer be amortized, but will be tested for
impairment in a manner different from how other assets are tested for
impairment. SFAS No. 142 establishes a new method of testing goodwill for
impairment by requiring that goodwill be separately tested for impairment using
a fair value approach rather than an undiscounted cash flow approach. Goodwill
will be tested for impairment at a level referred to as a reporting unit,
generally a level lower than that of the total entity. SFAS No. 142 requires
entities to perform the first goodwill impairment test, by comparing the fair
value with the book value of a reporting unit, on all reporting units within six
months of adopting the Statement. If the fair value of a reporting unit is less
than its book value, an impairment loss will be recognized and treated as a
change in accounting principle. Goodwill of a reporting unit shall be tested for
impairment after the initial adoption of the Statement on an annual basis and
between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying
amount.

The provisions of SFAS No. 141 and SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001. SFAS No. 142 must
be adopted at the beginning of a fiscal year. Accordingly, the Company will no
longer amortize goodwill effective January 1, 2002. Amortization of goodwill for
the three and nine month periods ended September 30, 2001 was $654,000 and
$1,954,000, respectively, and for the year ended December 31, 2000 was
$2,671,000. Based on the Company's initial interpretations of the Statements,
the Company does not believe the implementation of these Statements will have a
material impact on the Company's cash flow or financial condition. However, a
change in the fair value of any of the Company's significant subsidiaries
could materially change this preliminary determination.

In June 2001, the Financial Accounting Standards Board issued
SFAS No. 143, "Accounting for Asset Retirement Obligations" which
requires companies to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The adoption of this statement
will not have a material impact on the Company's net income, cash flows, or
financial condition.

During August 2001, the Financial Accounting Standards Board
approved SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. The provisions of
SFAS No. 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years,
with early application encouraged. The Company is currently evaluating the
impact of the adoption of this Statement but does not believe it will have a
material impact on the Company's net income, cash flows, or financial
condition.



This discussion and analysis of financial condition and
results of operations should be read in conjunction with the unaudited
consolidated financial statements and the related disclosures included elsewhere
herein.

RESULTS OF OPERATIONS

Revenues for the third quarter and nine months ended
September 30, 2001 were $47.7 million and $140.9 million, respectively, compared
to the $35.3 million and $91.1 million for the third quarter and first nine
months of 2000, respectively. This increase in revenues was principally due to
the increase in average day rates for our supply boats in the U.S. Gulf and the
increase in average day rates and utilization for our North Sea vessels.
Favorable oil and gas prices in 2000 and the first half of 2001, resulted in
increases in offshore drilling activity which, in turn, resulted in improved
demand for our vessels in 2000 and most of 2001. During the third quarter of
2001, we experienced a decrease in the utilization of our vessels in the Gulf,
principally our supply boats, due to the decline in natural gas prices and the
resulting decrease in drilling activity. The table below sets forth by vessel
class, the average day rates and utilization for our vessels and the average
number of vessels we owned during the periods indicated.

|                                   | Three months ended 
 September 30 |         | Nine Months ended 
        September 30,
|---------------------------------- | --------------------------------- | ------- | ----------------------------------------
|                                   |                                   |         |                                         
|                                   | 2001                              | 2000    |                                         
|                                   |                                   |         |                                         
|Average Day Rate:                  |                                   |         |                                         
|Supply                             | $ 7,604                           | $ 4,224 |                                         
|Supply/Anchor Handling (North Sea) | 11,978                            | 10,518  |                                         
|Crew/Line Handling                 | 2,579                             | 2,600   |                                         
|                                   |                                   |         |                                         
|Utilization:                       |                                   |         |                                         
|Supply (1)                         | 67%                               | 74%     |                                         
|Supply/Anchor Handling (North Sea) | 95%                               | 88%     |                                         
|Crew/Line Handling                 | 70%                               | 84%     |                                         
|                                   |                                   |         |                                         
|Average Number of Vessels:         |                                   |         |                                         
|Supply (1)                         | 54.0                              | 53.0    |                                         
|Supply/Anchor Handling (North Sea) | 18.0                              | 18.0    |                                         
|Crew/Line Handling                 | 20.0                              | 22.0    |                                         

(1)

Supply boat day rates in the Gulf for the third quarter and
first nine months of 2001 increased 80% to $7,604, and 95% to $7,162,
respectively, compared to $4,224 and $3,672 for the comparable 2000 periods.
Utilization for our Gulf supply boat fleet decreased for the third quarter of
2001 to 67% from 74% in the prior year's quarter due to a decrease in offshore
industry activity in the Gulf of Mexico. For the first nine months of 2001
utilization of our Gulf supply boats was 72% compared to 71% for the first nine
months of 2000.

Average day rates for our North Sea fleet for the third
quarter and first nine months of 2001 increased 14% to $11,978, and 18% to
$11,471, respectively, compared to $10,518 and $9,719 for the comparable 2000
periods, due to increased demand in the North Sea compared to the year-ago
periods. Utilization for our North Sea fleet was 95% and 94% for the third
quarter and first nine months of 2001, respectively, compared to 88% and 81% for
the year-ago periods. Utilization for the North Sea fleet increased in the third
quarter compared to the prior year due to improved market conditions and the
re-activation at the beginning of the third quarter of 2000 of two of the three
previously inactive PSV's. The third PSV was re-activated at the beginning of
the second quarter of 2001.

Day rates for our crew boats and line handling vessels
decreased by 1% for the third quarter of 2001 to $2,579 from $2,600 in the 2000
third quarter, but increased by 6% to $2,684 for the first nine months of 2001,
compared to $2,530 for the comparable 2000 period. The decrease in the average
day rates for the 2001 third quarter was due to the Stillwater River crew
vessel, which has a long-term contract at a significantly higher day rate, being
out of service for repairs and maintenance for most of the third quarter. The
devaluation of the Brazilian Real also impacted the average day rate for the
line handling vessels during the third quarter of 2001. Utilization for our crew
boats and line handling vessels decreased to 70% in the third quarter of 2001,
compared to 84% for the year ago period, due to the down-time for the Stillwater
River and because three of the line handling vessels in Brazil were inactive
pending new contracts. The Stillwater River returned to service at the end of
the 2001 third quarter. The three line handling vessels will begin new two-year
charter contracts during the fourth quarter of 2001.

During the third quarter and first nine months of 2001,
direct vessel operating expenses were $20.9 million (43.9% of revenues) and
$61.5 million (43.6% of revenues), respectively, compared to $16.5 million
(46.8% of revenues) and $49.5 million (54.3% of revenues), for the third quarter
and first nine months of 2000. Our direct vessel operating expenses increased in
the third quarter and first nine months of 2001 compared to the year-ago periods
due to the additional expenses associated with three vessels which were
re-activated in the North Sea in 2000 and 2001, three additional supply vessels
re-activated in the Gulf, and increases in labor, repair and maintenance
expenses. Direct vessel operating expenses decreased as a percentage of revenues
due to the increase in average day rates for our Gulf supply boats and the
increase in average day rates and utilization for our North Sea vessels in the
2001 third quarter.

During the third quarter of 2001, we incurred an asset
write-down in the amount of $24.3 million, before taxes. This non-cash charge is
due to the write-down of the book value of eight vessels. Six of these vessels
had been de-activated or "cold-stacked" for an extended period and
have been permanently withdrawn from service. These vessels were part of larger
fleet acquisitions completed in 1996 and 1997 that had not undergone upgrade and
refurbishment as we had done with the rest of our Gulf supply boat fleet.

Depreciation and amortization expense increased to $8.4
million in the third quarter of 2001 from $8.2 million in the third quarter of
2000 due to the increase in the value of the Norwegian Kroner versus the U.S.
Dollar, which increased depreciation expenses of the North Sea fleet. For the
first nine months of 2001, however, depreciation and amortization expense
decreased to $24.9 million compared to $25.3 million in the 2000 period,
primarily due to the sale of our lift boats in May 2000. Amortization of marine
inspection costs increased to $3.4 million in the third quarter of 2001, from
$3.3 million in the comparable 2000 period, due to increased dry-docking and
marine inspection costs, and the impact of the increase in the value of the
Norwegian Kroner versus the U.S. Dollar during the quarter.

General and administrative expense increased to $3.4 million
(7.2% of revenues) and $9.7 million (6.9% of revenues) in the third quarter and
first nine months of 2001, respectively, from $2.7million (7.5% of revenues) and
$8.0 million (8.7% of revenues) for the 2000 periods. Our general and
administrative expenses increased in 2001 principally because of increases in
salaries, additional staff, and related costs associated with efforts to expand
into new markets, and expanded training, licensing and certification programs
for our marine personnel. General and administrative expense, as a percentage of
revenues, decreased in the 2001 periods due to the increase in revenues
resulting from the increase in average day rates for our Gulf supply boats and
the increase in average day rates and utilization for our North Sea vessels.

Interest expense decreased to $6.6 million for the third
quarter of 2001 from $7.0 million for the third quarter of 2000 due to the
reduction of our debt.

In the third quarter and first nine months of 2001, we had
income tax benefits of $6.6 and $3.2 million, respectively, compared to income
tax benefits of $0.7 million and $7.0 million in the 2000 periods. Our effective
income tax rate for the three-month period ended September 30, 2001 was 33%.

LIQUIDITY AND CAPITAL RESOURCES

Our on-going capital requirements arise primarily from our
need to service debt and acquire, maintain or improve equipment. During the
first nine months of 2001, $34.3 million in funds were provided by operating
activities, net of $9.1 million of dry-docking and vessel inspection costs, a
significant improvement from the comparable period of last year when we used
$7.0 million in funds for operating activities, net of $5.3 million of
dry-docking and vessel inspection costs. This improvement in funds generated
from operating activities is principally due to the increase in net income,
excluding the $24.3 million non-cash asset write-down, resulting from the
increasein day rates for our Gulf supply boats and the increase in day
rates and utilization for our North Sea vessels.During the first nine
months of 2001, $11.6 million in funds were used in financing activities, which
was primarily due to our repayment of debt. This compares to the first nine
months of 2000 when $9.1 million in funds were provided by financing activities,
which was principally due to our issuing $39.0 million of common stock and $28.4
million of long-term debt, offset in part by the repayment of $58.1 million of
debt. During the first nine months of 2001, $10.0 million of funds were used in
investing activities, primarily due to capital expenditures of $10.3 million,
reduced by the proceeds from the cash sale of two crew boats for $1.8 million.
This compares to $9.7 million provided by investing activities in the first nine
months of 2000, which was due principally to $14.0 million in proceeds from the
sale of assets, offset in part by $4.1 million of capital expenditures.

We have outstanding approximately $247.9 million in 81⁄2%
senior notes due 2005. The senior notes are unsecured and are required to be
guaranteed by all of our significant subsidiaries. The senior notes may be
prepaid, at our option, in whole or in part, at a redemption price equal to
104.25% plus accrued and unpaid interest, with the redemption price declining
ratably on August 1, 2002 and each of the succeeding two years. The indenture
governing the senior notes contains certain covenants that, among other things,
limit our ability to incur additional debt, pay dividends or make other
distributions, create certain liens, sell assets, or enter into certain mergers
or acquisitions.

We maintain a bank credit facility that provides a $45.0
million revolving line of credit that can be used for acquisitions and general
corporate purposes. The bank credit facility is collateralized by a mortgage on
substantially all of our vessels other than those located in the North Sea and
Brazil. Amounts borrowed under the bank credit facility mature on July 19, 2003
and bear interest at a Eurocurrency rate plus a margin that depends on our
leverage ratio. As of November 1, 2001, we had no outstanding borrowings under
the bank credit facility. The bank credit facility requires us to maintain
certain financial ratios and limits our ability to incur additional
indebtedness, make capital expenditures, pay dividends or make certain other
distributions, create certain liens, sell assets or enter into certain mergers
or acquisitions. Although the bank credit facility does impose some limitations
on the ability of our subsidiaries to make distributions to us, it expressly
permits distributions to us by our significant subsidiaries for scheduled
principal and interest payments on the senior notes.

We also maintain a revolving credit facility payable in
Norwegian Kroner (NOK) in the amount of NOK 400 million ($45.0 million). The
commitment amount for this bank facility reduces by NOK 50 million ($5.6
million) every six months, with the balance of the commitment to expire in June
2003. As of November 1, 2001, we had NOK 255 million ($28.4 million) of debt
outstanding under the facility. In April 2000, we executed a new loan agreement
for an additional Norwegian bank facility in the amount of NOK 125 million
($14.1 million). The commitment amount for this additional facility reduces by
NOK 12.5 million ($1.4 million) every six months beginning June 2001, with the
balance of the commitment to expire June 2003. This additional facility has been
prepaid and reduced to NOK 100.0 million ($11.1 million). Amounts borrowed under
these credit facilities bear interest at NIBOR (Norwegian Interbank Offered
Rate) plus a margin. The weighted average interest rate for these facilities was
8.11% as of September 30, 2001. These facilities are collateralized by mortgages
on certain of our North Sea vessels, require that our North Sea operating unit
maintain certain financial ratios and limit its ability to create liens, or
merge or consolidate with other entities.

In June 2001 we signed definitive agreements to acquire two
279-foot platform supply vessels for a cost of approximately NOK 388.7 million
in total ($43.8 million) payable in Norwegian Kroner. The two state-of-the-art,
UT 745 design vessels, equipped with DP2 (dynamic positioning) systems, are
currently under construction in Norway and are slated for delivery in April and
August 2002. Payment terms for each of the vessels call for payments equal to
20% during construction and 80% upon delivery. Also in the second quarter of
2001, we executed agreements to build three 150-foot crew boats in the U.S. Gulf
for a total cost of approximately $10.9 million with vessel deliveries expected
during the fourth quarter of 2002. Payment terms on the new crew boats call for
progress payments throughout the construction period. Upon signing the
agreements for the five new vessels, and through September 30, 2001, we have
paid approximately $3.4 million of the construction costs. Expenditures for
these vessels are expected to total approximately $2.9 million during the fourth
quarter of 2001.

We believe that cash generated from our operations, together
with borrowings under our bank credit facilities, will be sufficient to fund our
working capital requirements and our planned capital expenditures. However, it
is our objective to continue to position ourselves to pursue acquisitions and
opportunities to selectively build new vessels that enhance our capabilities and
enable us to enter new market areas. Depending upon the size of such
investments, we may require additional equity or debt financing. We can give no
assurances regarding the availability or terms of any possible transactions and
the related debt and equity financing.

NEW ACCOUNTING STANDARDS

On June 29, 2001, the Financial Accounting Standards Board
approved its proposed SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
supercedes APB Opinion No. 16, "Business Combinations," to prohibit
use of the pooling-of-interest (pooling) method of accounting for business
combinations initiated after the issuance date of the final Statement. SFAS No.
142 supercedes APB Opinion No. 17, "Intangible Assets," by stating
that goodwill will no longer be amortized, but will be tested for impairment in
a manner different from how other assets are tested for impairment. SFAS No. 142
establishes a new method of testing goodwill for impairment by requiring that
goodwill be separately tested for impairment using a fair value approach rather
than an undiscounted cash flow approach. Goodwill will be tested for impairment
at a level referred to as a reporting unit, generally a level lower than that of
the total entity. SFAS No. 142 requires entities to perform the first goodwill
impairment test, by comparing the fair value with the book value of a reporting
unit, on all reporting units within six months of adopting the Statement. If the
fair value of a reporting unit is less than its book value, an impairment loss
will be recognized and treated as a change in accounting principle. Goodwill of
a reporting unit shall be tested for impairment after the initial adoption of
the Statement on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount.

The provisions of SFAS No. 141 and SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001. SFAS No. 142 must
be adopted at the beginning of a fiscal year. Accordingly, the Company will no
longer amortize goodwill effective January 1, 2002. Amortization of goodwill for
the three and nine month periods ended September 30, 2001 was $654,000 and
$1,954,000, respectively, and for the year ended December 31, 2000 was
$2,671,000. Based on the Company's initial interpretations of the Statements,
the Company does not believe the implementation of these Statements will have a
material impact on the Company's cash flow or financial condition. However, a
change in the fair value of the Company's subsidiaries could materially change
this preliminary determination.

In June 2001, the Financial Accounting Standards Board issued
SFAS No. 143, "Accounting for Asset Retirement Obligations" which
requires companies to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The adoption of this statement
will not have a material impact on the Company's net income, cash flows, or
financial condition.

During August 2001, the Financial Accounting Standards Board
approved SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. The provisions of
SFAS No. 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years,
with early application encouraged. The Company is currently evaluating the
impact of the adoption of this Statement but does not believe it will have a
material impact on the Company's net income, cash flows, or financial
condition.

CAUTIONARY STATEMENTS

"Management's Discussion and Analysis of Financial
Condition and Results of Operations" includes certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. All statements other than statements of
historical fact included in this section regarding the Company's financial
position and liquidity, its strategic alternatives, future capital needs,
business strategies, scheduled drydockings and related vessel downtime, and
other plans and objectives of management of the Company for future operations
and activities, are forward-looking statements. These statements are based on
certain assumptions and analyses made by the Company's management in light of
its experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate under
the circumstances. Such statements are subject to risks and uncertainties,
including the Company's dependence on the oil and gas industry and the
volatility of that industry, the Company's ability to manage growth,
competition in its industry, the risk of international operations and currency
fluctuations, general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond the control of
the Company. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Such statements are not
guarantees of future performance and the actual results or developments may
differ materially from those projected in the forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Our market risk exposures primarily include interest rate and
exchange rate fluctuations on derivative and financial instruments as detailed
below. Our market risk sensitive instruments are classified as "other than
trading." Trico's exposure to market risk as discussed below is based on
estimates of possible changes in fair values, future earnings or cash flows that
would occur assuming hypothetical future movements in foreign currency exchange
rates or interest rates. Our views on market risk are not necessarily indicative
of actual results that may occur and do not represent the maximum possible gains
and losses that may occur, since actual gains and losses will be based upon
actual fluctuations in foreign currency exchange rates, interest rates and the
timing of transactions, which will differ from those estimated.

We have entered into a number of variable and fixed rate debt
obligations, demoninated in both the U.S. Dollar and the Norwegian Kroner
(Norwegian debt payable in Norwegian Kroner). The instruments are subject to
interest rate risk. We manage this risk by monitoring our ratio of fixed and
variable rate debt obligations in view of changing market conditions and from
time to time altering that ratio. We also enter into interest rate swap
agreements, when considered appropriate, in order to manage our interest rate
exposure.

Our foreign subsidiaries collect revenues and pay expenses in
several different foreign currencies. We monitor the exchange rate of our
foreign currencies and, when deemed appropriate, enter into hedging transactions
in order to mitigate the risk from foreign currency fluctuations. We also manage
our foreign currency risk by attempting to contract foreign revenue in U.S.
Dollars whenever practicable.

Our market risk estimates have not changed materially from
those disclosed in our Form 10-K for the fiscal year ended December 31, 2000.



PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) Exhibits:           
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|(b) Reports on Form 8-K:
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|1 | Incorporated by reference to the Company's
      Current Report on Form 8-K dated July 21, 1997
   and filed with the
      Commission on August 1, 1997.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Incorporated by reference to the Company's
    Registration Statement on Form S-1   (Registration Statement
  No. 333-2990).                             



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



|                        | TRICO MARINE SERVICES, INC.                                                    
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|Date: November 13, 2001 | By:/s/
      KENNETH W. BOURGEOIS                                              
|                        | Kenneth W. Bourgeois
      Chief Accounting Officer and duly authorized officer