SECURITIES AND EXCHANGE COMMISSION



Form 10-Q



XQuarterly Report Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002



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                                          |  | 70363
    (Zip Code)                                 | 
| | (Address of principal executive offices)                                        | 

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 X No



As of November 14, 2002, there were 36,262,335 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, except share and per share amounts)                                 
|                                                                                           
|                                                                                           
|                                                                                           
|ASSETS                                                                                     
|Current assets:                                                                            
|Cash and cash equivalents                                                                  
|Restricted cash                                                                            
|Accounts receivable, net                                                                   
|Prepaid expenses and other current assets                                                  
|Deferred income taxes                                                                      
|                                                                                           
|Total current assets                                                                       
|                                                                                           
|Property and equipment, at cost:                                                           
|Land and buildings                                                                         
|Marine vessels                                                                             
|Transportation and other                                                                   
|Construction-in-progress                                                                   
|                                                                                           
|                                                                                           
|                                                                                           
|Less accumulated depreciation and amortization                                             
|                                                                                           
|Net property and equipment                                                                 
|                                                                                           
|Goodwill                                                                                   
|Other assets                                                                               
|Deferred income taxes                                                                      
|                                                                                           
|                                                                                           
|                                                                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                       
|Current liabilities:                                                                       
|Current portion of long-term debt                                                          
|Accounts payable                                                                           
|Accrued expenses                                                                           
|Accrued insurance reserve                                                                  
|Accrued interest                                                                           
|Income taxes payable                                                                       
|                                                                                           
|Total current liabilities                                                                  
|                                                                                           
|Long-term debt                                                                             
|Deferred income taxes                                                                      
|Other non-current liabilities                                                              
|                                                                                           
|Total liabilities                                                                          
|                                                                                           
|Commitments and contingencies                                                              
|Stockholders' equity:                                                                      
|Preferred stock, $.01 par value, 5,000,000 shares
    authorized, no                       
|shares issued at September 30, 2002 and December 31, 2001                                  
|Common stock, $.01 par value, 55,000,000 shares authorized,
    36,334,367 and             
|36,326,367 shares issued and 36,262,335 and 36,254,335
    shares outstanding              
|at September 30, 2002 and December 31, 2001, respectively                                  
|Additional paid-in capital                                                                 
|Retained earnings (accumulated deficit)                                                    
|Accumulated other comprehensive loss                                                       
|Treasury stock, at par value, 72,032 shares                                                
|                                                                                           
|Total stockholders' equity                                                                 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these
    consolidated financial statements.





|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES                                               
|-------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                      
|(Unaudited)                                                                                
|(Dollars in thousands, except share and per share amounts)                                 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Revenues:                                                                                  
|Charter hire                                                                               
|Other vessel income                                                                        
|                                                                                           
|Total revenues                                                                             
|                                                                                           
|Operating expenses:                                                                        
|Direct vessel operating expenses and other                                                 
|Asset write-down                                                                           
|General and administrative                                                                 
|Gain on sale of assets                                                                     
|Amortization of marine inspection costs                                                    
|Depreciation and amortization expense                                                      
|                                                                                           
|Total operating expenses                                                                   
|                                                                                           
|Operating income (loss)                                                                    
|                                                                                           
|Interest expense                                                                           
|Amortization of deferred financing costs                                                   
|Other income (expense), net                                                                
|                                                                                           
|Loss before income taxes and extraordinary item                                            
|                                                                                           
|Income tax expense (benefit)                                                               
|                                                                                           
|Loss before extraordinary item                                                             
|                                                                                           
|Extraordinary item                                                                         
|                                                                                           
|Net loss                                                                                   
|                                                                                           
|Basic earnings per common share:                                                           
|Loss before extraordinary item                                                             
|Extraordinary item                                                                         
|                                                                                           
|Net loss                                                                                   
|Average common shares outstanding                                                          
|                                                                                           
|Diluted earnings per common share:                                                         
|Loss before extraordinary item                                                             
|Extraordinary item                                                                         
|                                                                                           
|Net loss                                                                                   
|                                                                                           
|Average common shares outstanding                                                          
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these
    consolidated financial statements.





|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES                                               
|-------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                      
|(Unaudited)                                                                                
|(Dollars in thousands)                                                                     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Net loss                                                                                   
|Adjustments to reconcile net loss to net cash provided                                     
|by (used in) operating activities:                                                         
|Depreciation and amortization                                                              
|Deferred marine inspection costs                                                           
|Deferred income taxes                                                                      
|Asset write-down                                                                           
|Gain on sales of assets                                                                    
|Provision for doubtful accounts                                                            
|Extraordinary item                                                                         
|Changes in operating assets and liabilities:                                               
|Restricted cash                                                                            
|Accounts receivable                                                                        
|Prepaid expenses and other current assets                                                  
|Accounts payable and accrued expenses                                                      
|Other, net                                                                                 
|                                                                                           
|Net cash provided by (used in) operating activities                                        
|                                                                                           
|Cash flows from investing activities:                                                      
|Purchases of property and equipment                                                        
|Proceeds from sales of assets                                                              
|Other                                                                                      
|                                                                                           
|Net cash used in investing activities                                                      
|                                                                                           
|Cash flows from financing activities:                                                      
|Proceeds from issuance of common stock, net of expenses                                    
|Proceeds from issuance of long-term debt                                                   
|Repayment of long-term debt                                                                
|Deferred financing costs and other                                                         
|                                                                                           
|Net cash provided by (used in) financing activities                                        
|                                                                                           
|Effect of exchange rate changes on cash and cash equivalents                               
|                                                                                           
|Net increase (decrease) in cash and cash equivalents                                       
|                                                                                           
|Cash and cash equivalents at beginning of period                                           
|                                                                                           
|Cash and cash equivalents at end of period                                                 
|                                                                                           
|Supplemental information:                                                                  
|Income taxes paid                                                                          
|                                                                                           
|Interest paid                                                                              
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these
    consolidated financial statements.
|                                                                                           





|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES                                               
|-------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS                                              
|(Unaudited)                                                                                
|(Dollars in thousands)                                                                     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Net loss                                                                                   
|                                                                                           
|Other comprehensive income, net of tax:                                                    
|Foreign currency translation adjustments                                                   
|                                                                                           
|                                                                                           
|Comprehensive loss                                                                         
|                                                                                           
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these
    consolidated financial statements.



---

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, 2002 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, 2001.

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 operations, total
stockholders' equity, or cash flows.

Following is a reconciliation of the numerators and
  denominators of the basic and diluted earnings per share computations (in
  thousands, except share and per share data).

|                                                                                                        | Three Months Ended September 30, 
      2002 |  | Nine Months Ended September 30, 
      2002
|------------------------------------------------------------------------------------------------------- | -------------------------------------------- |  | -------------------------------------------
|                                                                                                        | Loss (Numerator)                             |  | Shares (Denominator)                       
|(Loss) before
      extraordinary item                                                                  | $ (30,159)                                   |  |                                            
|                                                                                                        |                                              |  |                                            
|Basic earnings
      per share(Loss) before
      extraordinary item available to common shareholders   | (30,159)                                     |  | 36,262,335                                 
|                                                                                                        |                                              |  |                                            
|Effect of Dilutive SecuritiesStock option
      grants                                                  | -                                            |  | -                                          
|                                                                                                        |                                              |  |                                            
|Diluted
      earnings per share(Loss) before
      extraordinary item available to common shareholders | $ (30,159)                                   |  | 36,262,335                                 
|                                                                                                        |                                              |  |                                            





|                                                                                                        | Three Months Ended September 30, 
      2001 |  | Nine Months Ended September 30, 
      2001
|------------------------------------------------------------------------------------------------------- | -------------------------------------------- |  | -------------------------------------------
|                                                                                                        | Income (Numerator)                           |  | Shares (Denominator)                       
|(Loss) before
      extraordinary item                                                                  | $ (13,448)                                   |  |                                            
|                                                                                                        |                                              |  |                                            
|Basic earnings
      per share(Loss) before
      extraordinary item available to common shareholders   | (13,448)                                     |  | 36,254,335                                 
|                                                                                                        |                                              |  |                                            
|Effect of
      Dilutive SecuritiesStock option
      grants                                            | -                                            |  | -                                          
|                                                                                                        |                                              |  |                                            
|Diluted
      earnings per share(Loss) before
      extraordinary item available to common shareholders | $ (13,448)                                   |  | 36,254,335                                 

For the three-month and nine-month periods ending September
  30, 2002, options to purchase 2,103,031 and 2,119,218 common shares,
  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. 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.

The Company incurred a non-cash charge of $22,713,504 in
  the third quarter of 2002 as a result of a valuation allowance against its net
  deferred tax assets. The valuation allowance is in accordance with Statement
  of Financial Accounting Standard (SFAS) No. 109 "Accounting for Income Taxes"
  which places significant weight on recent loss history in the determination of
  whether or not a valuation allowance is required. After consideration of the
  relevant factors, management determined that a valuation allowance on Trico's
  deferred tax assets was appropriate to reflect the possibility that the tax
  benefit of Trico's historical operating losses may not ultimately be fully
  utilized. The valuation allowance is comprised of a $19,638,892 charge to
  income tax expense, and a $3,074,612 charge to extraordinary item expense. The
  additional $494,322 expense in the total third quarter tax expense of
  $20,133,214 results from the tax provision on the Company's Norwegian
  subsidiary Trico Supply ASA. The additional $1,717,939 expense in the total
  third quarter extraordinary item expense of $4,792,551 reflects the costs
  associated with the August 1, 2002 retirement of the remaining 8 1/2% senior
  notes. In accordance with SFAS 109, the Company will not recognize tax
  benefits on future net operating losses until such time that the Company
  sustains a level of profitability that demonstrates its ability to utilize the
  deferred tax assets.

The Company's effective income tax rates for the
  three-month and nine-month periods ended September 30, 2001 were 33% and 34%
  respectively. The variances from the Company's statutory rate are primarily
  due to income contributed by the above noted Norwegian subsidiary 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's Brazilian subsidiary received a tax
  assessment from a Brazilian state tax authority for Reais 14,764,761
  (approximately $4.0 million at September 30, 2002). The tax assessment is
  based on the premise that certain services provided in Brazilian federal
  waters are considered taxable by certain Brazilian states as transportation
  services and are subject to a state tax. The Company has filed a timely
  defense in the Brazilian administrative courts and is currently under no
  obligation to pay the assessment unless and until such time as all appropriate
  appeals are exhausted.

The Company intends to vigorously challenge the imposition
  of this tax. The Company further expects broader industry actions against the
  tax. If the Company's challenge to the imposition of this tax proves
  unsuccessful, which Brazilian counsel and the Company believe is improbable,
  current contract provisions and other factors could potentially mitigate the
  Company's tax exposure.

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. The Company's three reportable segments are based
on geographic area, 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 (excluding equity in earnings of consolidated
subsidiaries). The Company evaluates performance based on net income (loss). The
U.S. segment represents the Company's domestically managed operations and
reflects interest expense including that on long-term debt associated with the
acquisitions of foreign subsidiaries. The North Sea segment includes those
vessels that are managed by our North Sea offices and may, from time to time,
include work performed in other geographic areas. The Other segment primarily
represents the Company's Brazilian operations, and also includes activity in
Caribbean and West African locations. Segment data as of and for the three-month
and nine-month periods ended September 30, 2002 and 2001 are as follows:



|Three Months Ended September 30, 2002 | U.S.       | North Sea   | Other     | Totals    
|------------------------------------- | ---------- | ----------- | --------- | ----------
|                                      |            |             |           |           
|Revenues from external customers      | $    9,107 | $    19,101 | $   5,788 | $   33,996
|Intersegment revenues                 | 23         | -           | -         | 23        
|Segment net income (loss)             | (35,922)   | 1,758       | (788)     | (34,952)  
|                                      |            |             |           |           
|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)  
|                                      |            |             |           |           
|Nine Months Ended September 30, 2002  | U.S.       | North Sea   | Other     | Totals    
|                                      |            |             |           |           
|Revenues from external customers      | $ 32,947   | $ 51,751    | $ 14,028  | $ 98,726  
|Intersegment revenues                 | 90         | -           | -         | 90        
|Segment net income (loss)             | (56,544)   | 4,770       | (1,755)   | (53,529)  
|Segment total assets                  | 484,917    | 438,227     | 79,643    | 1,002,787 
|                                      |            |             |           |           
|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   



A reconciliation of segment data to consolidated data as of
and for the three-month and nine-month periods ended September 30, 2002 and 2001
is as follows:



|                                                                                                  | Three Months Ended September 30,
|------------------------------------------------------------------------------------------------- | --------------------------------
|                                                                                                  | 2002                            
|Revenues                                                                                          |                                 
|Total revenues from external customers and intersegment
    revenues for
     reportable segments | $ 34,019                        
|Elimination of intersegment revenues                                                              | (23)                            
|Total consolidated revenues                                                                       | $  33,996                       



|                                                                                                       | Nine Months Ended September 30,
|------------------------------------------------------------------------------------------------------ | -------------------------------
|                                                                                                       | 2002                           
|Revenues                                                                                               |                                
|Total revenues from external customers and intersegment
    revenues for
          reportable segments | $  98,816                      
|Elimination of intersegment revenues                                                                   | (90)                           
|Total consolidated revenues                                                                            | $  98,726                      



|Assets                                    |             |  |            
|----------------------------------------- | ----------- |  | -----------
|Total assets for reportable segments.     | $ 1,002,787 |  | $   937,594
|Elimination of intersegment receivables   | (6,335)     |  | (7,227)    
|Elimination of investment in subsidiaries | (279,585)   |  | (281,178)  
|Total consolidated assets                 | $  716,867  |  | $  649,189 

5. Senior Notes:

On May 31, 2002 the Company issued $250,000,000 of 87⁄8% senior
notes due 2012 (the "Notes"). The Notes were issued by Trico Marine Services,
Inc. and are guaranteed by the Company's primary U.S. operating subsidiaries.
Interest is payable semi-annually on May 15 and November 15, commencing November
15, 2002. Up to 35% of the Notes may be redeemed at any time prior to May 15,
2005 from the proceeds of equity offerings at a redemption price equal to
108.875% of the principal amount plus any accrued interest. Commencing May 15,
2007 all or a portion of the remaining Notes may be redeemed at a price of
104.438% plus accrued interest, with the redemption price declining ratably
beginning on May 15 of each of the succeeding three years. No principal payments
are required on the Notes until their final maturity.

The Notes contain covenants that, among other things limit
the ability of the Company to incur additional indebtedness, issue preferred
stock, pay dividends or make other distributions, create certain liens, sell
assets or enter into certain mergers and acquisitions. The Company received
proceeds of $242,677,500 net of underwriting fees and original issue discount.
On May 31, 2002 the Company retired $201,175,000 of previously issued 81⁄2% senior
notes due 2005 plus accrued interest and premium for $213,714,908. On June 18,
2002 the Company retired an additional $967,000 of previously issued 81⁄2% senior
notes for $1,006,983, including accrued interest and premium. On August 1, 2002
the Company retired the remaining $45,718,000 balance of the 81⁄2% senior notes
for $48,956,663 including accrued interest and premium.

Consolidating financial statements of Trico Marine Services,
Inc., the Note guarantor subsidiaries and the non-guarantor subsidiaries are set
forth in Note 9.

6. Sale of Vessels:

In February 2002, the Company sold one of its crew boats for
$725,000 and recognized a gain in the first quarter of 2002 of approximately
$496,000 from the sale. In March 2001, the Company entered into agreements to
sell two of its crew boats. The sale of one of those crew boats was closed in
March 2001, and the sale of the other crew boat was closed in April 2001. The
Company recognized a gain of approximately $568,000 in the first quarter of 2001
on the sale of the first crew boat and recognized a gain of approximately
$374,000 in the second quarter of 2001 on the sale of the second crew boat. The
proceeds from all three sales were used for working capital.

In April 2002 the Company completed an agreement for a
sales-type lease of three of its line handling vessels and recognized a loss of
$(102,945) on the transaction. The Company is to receive payments in accordance
with the following schedule:



|2002  | $  292,000 
|----- | -----------
|2003  | 438,000    
|2004  | 438,000    
|2005  | 146,000    
|Total | $ 1,314,000

The discounted present value of the future sale-type lease
payments is $1,147,809.

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 were 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.

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.

Effective January 1, 2002 the Company adopted Statement of
  Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." SFAS
  No. 141 supercedes Accounting Principles Board ("APB") Opinion No. 16,
  "Business Combinations," and prohibits the use of the pooling-of-interest
  (pooling) method of accounting for business combinations initiated after the
  issuance date of SFAS No. 141. The adoption of SFAS No. 141 did not have a
  material impact on the Company's net income, cash flows or financial
  condition.

Effective January 1, 2002 the Company adopted Statement of
  Financial Accounting Standards SFAS No. 142, "Goodwill and Other Intangible
  Assets." 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 is now 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. The Company determined fair value
  of its reporting segments, and performed initial impairment testing as
  prescribed in SFAS 142, based on commonly used financial ratios and analysis.
  The Company completed its initial SFAS 142 impairment test as of January 1,
  2002 and the analysis determined that there was no goodwill impairment. The
  Company's fair value analysis is based on reporting unit cash flow, comparable
  industry financial ratios and other assumptions. While the Company believes
  its analysis is reasonable, changes in industry conditions, geographic vessel
  demand, and other variables possibly affecting reporting unit cash flows,
  comparable financial ratios, and anticipated future performance could
  materially impact future SFAS 142 impairment analysis. 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.

Since SFAS No. 142 was adopted at January 1, 2002, the
  Company no longer amortizes goodwill. Amortization of goodwill for the three
  months and nine months ended September 30, 2001 was $653,660 and $1,954,240,
  respectively. Had the Company not amortized goodwill for the three months and
  nine months ended September 30, 2001, net loss would have been $(12,794,157)
  and $(4,085,594), respectively. Had we not amortized goodwill for the
  three-month and nine-month periods ended September 30, 2001, basic and diluted
  earnings per share would have been $(0.35) and $(0.11), respectively. The
  Company's goodwill balance as of September 30, 2002 represented approximately
  14% of total Company assets and primarily relates to the December 1997
  acquisition of its Norwegian subsidiary.

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 SFAS No. 143 will not have a material impact on the Company's net income,
  cash flows or financial condition.

Effective January 1, 2002 the Company adopted 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 adoption of SFAS No. 144 did not have a material impact
  on the Company's net income, cash flows or financial condition.

In May 2002, the Financial Accounting Standards Board
  issued SFAS 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13,
  and Technical Corrections as of April 2002." This Statement rescinds FASB
  Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and
  an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt
  Made to Satisfy Sinking-Fund Requirements." SFAS 145 also amends other
  existing authoritative pronouncements to make various technical corrections,
  clarify meanings, or describe their applicability under changed conditions.
  SFAS No. 145 is effective for financial statements issued for fiscal years
  beginning after May 15, 2002. SFAS No. 145 is not expected to affect our
  results of operations, liquidity or financial position except for the
  reclassification of extraordinary items for debt extinguishment.

In July 2002, the FASB issued SFAS 146, Accounting for
  Costs Associated with Exit or Disposal Activities. This Statement requires
  that a liability for a cost associated with an exit or disposal activity be
  recognized when the liability is incurred rather than at the date of a
  commitment to an exit or disposal plan. Examples of costs covered by this
  guidance include termination benefits provided to current employees that are
  involuntarily terminated under the terms of a benefit arrangement that, in
  substance, is not an ongoing benefit arrangement or an individual deferred
  compensation contract, costs to terminate a contract that is not a capital
  lease, and costs to consolidate facilities or relocate employees. The
  provisions of this Statement are effective for exit or disposal activities
  that are initiated after December 31, 2002, with early application encouraged.
  The Company is currently evaluating SFAS 146 but does not expect it to have a
  material impact on operations, liquidity or financial position at this time.

In June 2001, the Accounting Standards Executive Committee
  of the AICPA, ("AcSEC"), issued an exposure draft of a proposed Statement of
  Position (SOP), "Accounting for Certain Costs and Activities Related to
  Property, Plant, and Equipment." This SOP provides guidance on accounting for
  certain costs and activities relating to property, plant, and equipment
  (PP&E). For purposes of this SOP, a project stage or timeline framework is
  used and PP&E assets are accounted for at a component level. Costs incurred
  for PP&E are classified into four stages: preliminary, preacquisition,
  acquisition-or-construction and in-service. The SOP requires, among other
  things, that preliminary, preacquisition and acquisition-or-construction stage
  costs, except for payments to obtain an option to acquire PP&E, should be
  charged to expense as incurred. Costs related to PP&E that are incurred during
  the in-service stage, including costs of normal, recurring, or periodic
  repairs and maintenance activities, should be charged to expense as incurred
  unless the costs are incurred for acquisition of additional PP&E or components
  of PP&E or the replacement of existing PP&E or components of PP&E. Costs of
  planned major maintenance activities are not a separate PP&E asset or
  component. Those costs should be charged to expense, except for acquisitions
  or replacements of components that are capitalizable under the in-service
  stage guidance of this SOP. The AcSEC is currently reviewing comment letters
  on the subject SOP and is expected to present the SOP to the Financial
  Accounting Standards Board by mid-year 2003. The proposed SOP is subject to
  change. However, if the proposed SOP is adopted in its current form, the
  Company will have to write-off its net capitalized deferred marine inspection
  costs, which totaled $19,547,196 at September 30, 2002. This write-off would
  be accounted for as a cumulative effect of a change in accounting principle as
  of the beginning of the year of adoption. Further evaluation is required by
  the Company to fully quantify the impact of this proposed pronouncement, if
  adopted.

The following presents the unaudited condensed
  consolidating historical financial statements as of September 30, 2002, and
  for the three-month periods ended September 30, 2002 and 2001, for the
  subsidiaries of the Company that serve as guarantors of the 87⁄8% senior notes
  and for the Company's subsidiaries that do not serve as guarantors. The
  guarantor subsidiaries are 100% owned by the parent company and their
  guarantees are full and unconditional and joint and several.

| | TRICO MARINE SERVICES, INC.                        
| | ---------------------------------------------------
| | AND SUBSIDIARIES                                   
| | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         
| | (Unaudited)                                        
| |                                                    
| | 9. Consolidating Financial Statements              
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| | ASSETS                                             
| | Current assets:                                    
| | Cash and cash equivalents                          
| | Restricted Cash                                    
| | Accounts receivable, net                           
| | Due from affiliates                                
| | Prepaid expenses and other current assets          
| | Deferred income taxes                              
| | Total current assets                               
| |                                                    
| | Property and equipment, at cost:                   
| | Land and buildings                                 
| | Marine vessels                                     
| | Construction-in-progress                           
| | Transportation and other                           
| |                                                    
| | Less accumulated depreciation and amortization-    
| | Net property and equipment-                        
| |                                                    
| | Investment in subsidiaries                         
| | Due from affiliates                                
| | Goodwill                                           
| | Other assets                                       
| | Deferred income tax                                
| |                                                    
| |                                                    
| | LIABILITIES AND STOCKHOLDERS' EQUITY               
| | Current liabilities:                               
| | Current portion of long-term debt                  
| | Accounts payable                                   
| | Due to affiliates                                  
| | Accrued expenses                                   
| | Accrued insurance reserve                          
| | Accrued interest                                   
| | Income tax payable                                 
| | Total current liabilities                          
| | Long-term debt                                     
| | Due to affiliates                                  
| | Deferred income taxes                              
| | Other liabilities                                  
| | Total liabilities                                  
| |                                                    
| | Commitments and contingencies                      
| | Stockholders' equity:                              
| | Preferred stock, $.01 par value, 5,000,000 shares  
| | authorized and no
    shares issued                
| | Common stock, $.01 par value, 55,000,000 shares    
| | authorized, 36,334,367 shares issued and 36,262,335
| | shares outstanding                                 
| | Additional paid-in capital                         
| | Retained earnings                                  
| | Cumulative foreign currency translation adjustment 
| | Treasury stock, at par value, 72,032 shares        
| | Total stockholders' equity                         
| |                                                    
| |                                                    





| | TRICO MARINE SERVICES, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
| | ---------------------------------------------------------------------------------------------------------------
|
|
|
| |                                                                                                                
| | 9. Consolidating Financial Statements                                                                          
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                
| | ASSETS                                                                                                         
| | Current assets:                                                                                                
| | Cash and cash equivalents                                                                                      
| | Restricted cash                                                                                                
| | Accounts receivable, net                                                                                       
| | Due from affiliates                                                                                            
| | Prepaid expenses and other current assets                                                                      
| | Deferred income taxes                                                                                          
| |                                                                                                                
| | Total current assets                                                                                           
| |                                                                                                                
| | Property and equipment, at cost:                                                                               
| | Land and buildings                                                                                             
| | Marine vessels                                                                                                 
| | Construction-in-progress                                                                                       
| | Transportation and other                                                                                       
| |                                                                                                                
| |                                                                                                                
| | Less accumulated depreciation and amortization                                                                 
| |                                                                                                                
| | Net property and equipment                                                                                     
| |                                                                                                                
| | Investment in subsidiaries                                                                                     
| | Due from affiliates                                                                                            
| | Goodwill, net                                                                                                  
| | Other assets                                                                                                   
| | Deferred income taxes                                                                                          
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                
| | LIABILITIES AND
    STOCKHOLDERS' EQUITY                                                                       
| | Current liabilities:                                                                                           
| | Current portion of long-term debt                                                                              
| | Accounts payable                                                                                               
| | Due to affiliates                                                                                              
| | Accrued expenses                                                                                               
| | Accrued insurance reserve                                                                                      
| | Accrued interest                                                                                               
| | Income tax payable                                                                                             
| |                                                                                                                
| | Total current liabilities                                                                                      
| | Long-term debt                                                                                                 
| | Due to affiliates                                                                                              
| | Deferred income taxes                                                                                          
| | Other liabilities                                                                                              
| |                                                                                                                
| | Total liabilities                                                                                              
| |                                                                                                                
| | Commitments and contingencies                                                                                  
| | Stockholders' equity:                                                                                          
| | Preferred stock, $.01 par value, 5,000,000 shares                                                              
| | authorized and no shares issued                                                                                
| | Common stock, $.01 par value, 55,000,000 shares                                                                
| | authorized, 36,326,367 shares issued and 36,254,335                                                            
| | shares outstanding                                                                                             
| | Additional paid-in capital                                                                                     
| | Retained earnings                                                                                              
| | Cumulative foreign currency translation adjustment                                                             
| | Treasury stock, at par value, 72,032 shares                                                                    
| |                                                                                                                
| | Total stockholders' equity                                                                                     
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                





|TRICO
MARINE SERVICES, INC. 
AND
SUBSIDIARIES 
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Revenues:                                                                                             
|Charter hire                                                                                          
|Other vessel income                                                                                   
|                                                                                                      
|Total revenues                                                                                        
|                                                                                                      
|Operating expenses:                                                                                   
|Direct vessel operating expenses and other                                                            
|General and administrative                                                                            
|Amortization of marine inspection costs                                                               
|Depreciation and amortization expense                                                                 
|Gain on sales of assets                                                                               
|                                                                                                      
|Total operating expenses                                                                              
|                                                                                                      
|Operating income (loss)                                                                               
|                                                                                                      
|Interest expense                                                                                      
|Amortization of deferred financing costs                                                              
|Equity in net earnings of subsidiaries                                                                
|Other income (loss), net                                                                              
|                                                                                                      
|Income (loss) before income taxes and extraordinary
item                                              
|                                                                                                      
|Income tax expense (benefit)                                                                          
|                                                                                                      
|Income (loss) before extraordinary item                                                               
|                                                                                                      
|Extraordinary charge for early retirement of                                                          
|debt                                                                                                  
|                                                                                                      
|Net income (loss)                                                                                     
|                                                                                                      
|Equity in comprehensive income of subsidiaries                                                        
|                                                                                                      
|Other comprehensive income, net of tax:                                                               
|Foreign currency translation adjustments                                                              
|Comprehensive income (loss)                                                                           
|                                                                                                      





|TRICO MARINE SERVICES, INC.

AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|------------------------------------------------------------------------------------------------------
|9. Consolidating Financial Statements                                                                 
|                                                                                                      
|                                                                                                      
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|                                                                                                      
|                                                                                                      
|                                                                                                      





|TRICO
MARINE SERVICES, INC. 
AND
SUBSIDIARIES 
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|9. Consolidating Financial Statements                                                                 
|                                                                                                      
|                                                                                                      
|                                                                                                      
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|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      



|TRICO MARINE SERVICES, INC.

AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
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|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      





|TRICO MARINE SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
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|                                                                                                    
|                                                                                                    
|                                                                                                    





|TRICO MARINE SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
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10.    Subsequent Events:

In October 2002, the Company accepted the offer of one of its
existing bank lenders and executed a commitment letter to arrange a new $50
million three year revolving credit facility. This credit facility would replace
and refinance the existing $45 million bank credit facility. As of November 14,
2002, the Company has received commitments for this new credit
facility from a group of banks for $50 million, subject to final agreement on all terms, execution of
definitive loan documents and satisfying standard closing conditions. The new
facility will require the Company to maintain a minimum cash flow to interest
expense ratio, calculated on a rolling four quarter basis, of 1.1 to 1,
increasing to 1.25 to 1 for the period ending September 30, 2003 and 1.50 to 1
as of December 31, 2003, and increasing to 2.0 to 1 by September 30, 2004, a
maximum debt to capitalization ratio of 60%, a positive working capital and a
minimum tangible net worth of $175 million, as defined. The new facility will be
secured by a mortgage on the same vessels securing the existing facility, will
require the Company to maintain mortgaged vessel values equal to 200% of
borrowings under the facility and will limit the Company's 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.

As of September 30, 2002 the Company entered into a master
lease agreement that requires the Company to enter into operating leases for the
three 155-foot crew boats under construction, in return for a reimbursement of
construction costs of up to $11.4 million for the three crew boats. Under this
operating lease arrangement, when each crew boat is completed, the lessor will
pay the Company 100% of the cost of the crew boat, (up to a total of $11.4
million). The lessor will charter each vessel to the Company for 10 years. The
Company has options to purchase each vessel at the end of eight years, and also
at the end of the 10-year term, for their estimated fair market values. The
first crew boat was delivered, and its corresponding charter commenced, in
mid-October 2002. The monthly lease payment on the first vessel is $30,194. The
second and third crew boats are scheduled to be completed in December 2002 and
January 2003.

The Company has been awarded an eight-year contract, with
cancellation provisions after six years, by Petroleo Brasileiro S.A. ("Petrobras")
to own and operate a new anchor handling towing supply vessel ("AHTS"). Pursuant
to the Petrobras contract, the vessel is to be built in Brazil and commence
operations no later than October 2005. The vessel will be a
technologically-advanced UT 722L design, 264-feet in length and with 16,500
horsepower. On October 28, 2002 the Company entered into an agreement with a
Brazilian shipyard for the construction of the vessel which is expected to cost
approximately $38,000,000.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS



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, 2002 were $34.0 million and $98.7 million, respectively, compared
to $47.7 million and $140.9 million in revenues for the third quarter and nine
months of 2001, respectively. Since the third quarter of 2001 we have
experienced decreased utilization and day rates for our Gulf class fleet due to
decreased Gulf of Mexico 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 owned during the periods indicated.



|                                    | Three months ended September 30, |         | Nine months ended
            September 30,
|----------------------------------- | -------------------------------- | ------- | -------------------------------------------
|                                    | 2002                             | 2001    |                                            
|Average Day Rates:                  |                                  |         |                                            
|Supply (Gulf Class)                 | $ 5,296                          | $ 7,604 |                                            
|Supply/Anchor
    Handling (N. Sea) | 12,089                           | 11,978  |                                            
|Crew/Line Handling                  | 2,649                            | 2,579   |                                            
|                                    |                                  |         |                                            
|Utilization:                        |                                  |         |                                            
|Supply (Gulf Class)                 | 54%                              | 67%     |                                            
|Supply/Anchor
    Handling (N. Sea) | 90%                              | 95%     |                                            
|Crew/Line Handling                  | 60%                              | 70%     |                                            
|                                    |                                  |         |                                            
|Average Number of
    Vessels:      |                                  |         |                                            
|Supply (Gulf Class)                 | 48.0                             | 54.0    |                                            
|Supply/Anchor
    Handling (N. Sea) | 19.0                             | 18.0    |                                            
|Crew/Line Handling                  | 16.0                             | 20.0    |                                            

Supply boat day rates for our Gulf class vessels for the
third quarter and nine months of 2002 decreased 30.4% to $5,296 and 20.1% to
$5,720, respectively, compared to $7,604 and $7,162 for the third quarter and
nine months of 2001, respectively. Utilization for our Gulf supply boat fleet
decreased for the third quarter and nine-month period to 54% and 52%,
respectively, compared to 67% and 72% for the year-ago periods, due to the
decrease in Gulf of Mexico offshore drilling activity.

Average day rates for our North Sea vessels for the third
quarter and nine months of 2002 increased 0.9% to $12,089 and decreased 1.1% to
$11,349, respectively, compared to $11,978 and $11,471 for the comparable 2001
periods. Utilization of our North Sea vessels was 90% for the third quarter and
nine months of 2002, compared to 95% and 94% for the year-ago periods.

Day rates for our crew boats and line handling vessels for
the third quarter and nine months of 2002 increased 2.7% to $2,649 and decreased
0.4% to $2,674, respectively, compared to $2,579 and $2,684 for the comparable
2001 periods. Utilization of our crew boats and line handling vessels declined
to 60% and 65% for the third quarter and nine months of 2002, respectively,
compared to 70% and 80% for the comparable periods of 2001, because of the
decrease in utilization of crew boats in the Gulf.

During the third quarter and nine months of 2002, direct
vessel operating expenses and other were $21.6 million (63.6% of revenues) and
$61.7 million (62.5% of revenues), respectively, compared to $20.9 million
(43.9% of revenues) and $61.5 million (43.6% of revenues), for the third quarter
and nine months of 2001. The increase is the result of higher North Sea labor
costs, mobilization costs and other expenses related to the relocation of three
Gulf class supply boats to West Africa and the decline of the U.S. dollar versus
the Norwegian Kroner. These cost increases were partially offset by decreases in
Gulf fleet labor, repair and maintenance costs associated with the decrease in
vessel utilization. Vessel operating expenses increased as a percentage of
revenue in the 2002 third quarter compared to the prior year quarter because of
the decrease in the utilization and average day rates for our Gulf fleet.

Depreciation and amortization expense decreased to $8.2
million and $23.4 million for the third quarter and nine months of 2002,
respectively, down from $8.4 million and $24.9 million for the year-ago periods,
as a result of the implementation of SFAS No. 142 in January 2002, which
requires that we no longer amortize goodwill, and the writedown of eight vessels
in the third quarter of 2001. Six of these vessels had been deactivated or "cold
stacked" for an extended period and were permanently withdrawn from service.
These vessels were part of larger fleet acquisitions completed in 1996 and 1997
and had not undergone upgrade and refurbishment like the rest of our Gulf supply
boat fleet. Amortization of marine inspection costs decreased to $2.6 million
and $7.9 million for the quarter and nine month period ended September 30, 2002,
respectively, from $3.4 million and $10.0 million in the comparable 2001
periods. The 2002 decrease reflects a reduction in dry docking and marine
inspection costs and completed amortization of prior year dry docking and marine
inspection costs.

General and administrative expenses increased to $3.8 million
(11.2% of revenues) and $11.0 million (11.2% of revenues) in the third quarter
and nine months of 2002, respectively, from $3.4 million (7.1% of revenues) and
$9.7 million (6.9% of revenues) for the 2001 periods. General and administrative
expenses increased in 2002 due to increases in insurance, professional fees,
travel, and other expenses related to the expansion of international activities.
General and administrative expenses increased as a percentage of revenue due to
the decrease in the utilization and day rates for our Gulf fleet.

Interest expense increased to $7.6 million and $20.5 for the
third quarter and nine months of 2002, respectively, from $6.6 million and $19.9
million for the 2001 periods. The increase in interest expense reflects the
interest rate on the 87⁄8 percent senior notes and bank borrowings to retire the
81⁄2% senior notes and fund the construction of two North Sea PSVs and three U.S.
crew boats.

For the three-month and nine-month periods ended September
30, 2002 the Company experienced losses on foreign exchange of $0.2 million and
$2.7 million, respectively. This compares to a loss on foreign exchange of $0.7
million for the comparable periods ended September 30, 2001. The 2002 loss on
foreign exchange is primarily due to the significant weakening of the U.S.
dollar against the Norwegian Kroner.

Income tax expense for the third quarter and nine-month
periods of 2002 includes $19.6 million of the $22.7 million total SFAS 109
valuation allowance as described above in Note 3 to our unaudited consolidated
financial statements included in this report. As indicated in Note 3, a tax
expense of $.5 million was also incurred in the third quarter of 2002 on the
Company's Norwegian operations. The total third quarter tax expense of $20.1
million is comprised of both the $19.6 million FAS 109 valuation allowance and
the $.5 million in Norwegian tax expense.

As described in Note 3, the total SFAS 109 third quarter
adjustment of $22.7 million is reflected in both the $19.6 million charge to
income tax expense and a $3.1 million charge to extraordinary item expense. The extraordinary item expense of $10.9 million
as of September 30, 2002 reflects the total call expense, premium and net prior
issue cost write-off associated with retirement of our 81⁄2% senior notes.

The Company's effective income tax rates for the three-month
and nine-month periods ended September 30, 2001 were 33% and 34% respectively.
The variances from the Company's statutory rate are primarily due to income
contributed by the Company's Norwegian subsidiary 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.

LIQUIDITY AND CAPITAL RESOURCES

Our on-going capital requirements arise primarily from our
need to service debt, acquire, maintain or improve equipment and provide working
capital to support our operating activities. During the nine-month period ended
September 30, 2002, $318,000 was used in our operating activities compared to
$34.3 million in funds provided by operating activities for the comparable 2001
period. This decrease in cash generated by operating activities is due to the
decreased revenues generated by our U.S. Gulf fleet due to the low utilization
and day rates we experienced during 2002. During the first nine months of 2002,
we used $40.6 million in investing activities which consisted primarily of $40.8
million used to fund construction of five new vessels and other capital
additions and $2.0 million received from the sale of three line handling vessels
and one crew boat. This compares to the comparable 2001 periods when we used
$10.0 million in investing activities consisting primarily of $10.3 million used
for vessel construction and other capital expenditures and $1.8 million received
from the sale of two crew boats. During the first nine months of 2002, $25.7
million was provided by financing activities as a result of our issuance of $250
million of 87⁄8% Senior Notes due 2012, less $2.0 million in debt discount, and
$52.1 million in borrowings under our bank credit facilities. These borrowings
were used to retire 81⁄2% senior notes in the amount of $247.9 million and pay
related call premium and debt issue costs in the amount of $14.5 million, to pay
down other debt in the amount of $12.0 million and to partially fund our new
build construction program. See Note 5 to our unaudited consolidated financial
statement. This compares to $11.6 million in funds used in financing activities
in the first nine months of 2001 primarily to reduce debt.

As of November 11, 2002, we have outstanding $250.0 million
in 87⁄8% senior notes due 2012. The senior notes are unsecured and are required to
be guaranteed by our primary U.S. operating subsidiaries. Up to 35% of the
senior notes may be redeemed at any time prior to May 15, 2005 from the proceeds
of an equity offering at the redemption price of 108.875% of the principal
amount plus accrued interest. Commencing on May 15, 2007, the senior notes may
be prepaid at a redemption price of 104.438% plus accrued interest, with the
redemption price declining ratably on each May 15 thereafter for each of the
succeeding three years. The indenture governing the senior notes contains
covenants that, among other things, prevent us from incurring additional debt,
paying dividends or making other distributions, unless our ratio of cash flow to
interest expense on a rolling 12 month basis is at least 2.0 to 1. Currently we
do not meet this ratio and are limited under the indenture to incurring an
additional $150 million of secured debt under our credit facilities with bank
and other institutional lenders. We believe this limit will be sufficient to
finance our business during the period that we do not satisfy this ratio. The
indenture also contains covenants that restrict our ability to create certain
liens, sell assets, or enter into mergers or acquisitions.

We currently have outstanding approximately $5.0 million of
United States Government Guaranteed Ship Financing Bonds, SWATH Series I, at an
interest rate of 6.08% per annum. These bonds mature in April 2006 and require
semi-annual principal payments of $625,000 plus interest. The bonds are secured
by a first preferred ship mortgage on the Company's SWATH vessel and by an
assignment of the vessel's charter contract.

We also have outstanding approximately $14.5 million of
United States Government Guaranteed Ship Financing Bonds at an interest rate of
6.11% per annum. These bonds mature in April 2014 and require semi-annual
principal payments of $629,000 plus interest. The bonds are secured by first
preferred ship mortgages on two large Gulf supply boats.

We maintain two primary bank credit facilities. One bank
credit facility provides a $45.0 million revolving line of credit that can be
used to provide working capital and for general corporate purposes. Our
borrowings under this credit facility are secured by a mortgage on substantially
all of our U.S. Gulf class supply and crew boats. This credit facility matures
on June 30, 2003. Borrowings bear interest at a Eurocurrency rate plus a margin
that depends on our leverage ratio. As of November 11, 2002, we had $21.5
million in outstanding borrowings and $2.5 million in outstanding stand-by
letters of credit under this credit facility. Of the stand-by letters of credit,
$1.9 million was used to secure bonds to temporarily import vessels into
Caribbean locations, and $600,000 secures our obligations under the operating
lease discussed below for the first 155-foot new built crew boat delivered in
October 2002. The weighted average interest rate for this facility was 4.3125%
as of September 30, 2002. This bank credit facility requires us to maintain debt
service coverage and leverage ratios, minimum tangible net worth and mortgaged
vessel values, 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 limitations on the ability of our
subsidiaries to make distributions to us, it expressly permits distributions to
us by our subsidiaries to make principal and interest payments on the senior
notes.

In September 2002 we entered into an amendment of this bank
credit facility to reduce the debt service coverage and leverage ratios for the
remaining term of this credit facility. We entered into this amendment because
we believed we would experience difficulty complying with these financial
covenants due to our decreased revenues resulting from the decreased utilization
and day rates of our Gulf fleet. Also affecting our financial ratios were the
additional borrowings and expenditures incurred this year to fund the two new
platform supply vessels ("PSVs") and three crew boats prior to seeing the full
benefit of the resulting cash flow from these vessels. We believe the amended
financial covenants will enable us to continue to comply with the terms of this
bank credit facility until its maturity.

In October 2002, we accepted the offer of one our existing
bank lenders and executed a commitment letter to arrange a new $50 million three
year revolving credit facility. This credit facility would replace and refinance
the existing $45 million bank credit facility. As of November 14, 2002, we have
received commitments for this new credit facility from a group of banks for $50
million,
subject to final agreement on all terms, execution of definitive loan documents,
and satisfying standard closing conditions. The new facility will require us to
maintain a minimum cash flow to interest expense ratio, calculated on a rolling
four quarter basis, of 1.1 to 1, increasing to 1.25 to 1 for the period ending
September 30, 2003 and 1.50 to 1 as of December 31, 2003, and increasing to 2.0
to 1 by September 30, 2004, a maximum debt to capitalization ratio of 60%, a
positive working capital and a minimum tangible net worth of $175 million, as
defined. The new facility will be secured by a mortgage on the same vessels
securing the existing facility, will require us to maintain mortgaged vessel
values equal to 200% of borrowings under the facility and will limit 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.

We also maintain a revolving credit facility payable in
Norwegian Kroner (NOK) in the amount of NOK 800 million ($108.0 million). The
commitment amount for this bank facility reduces by NOK 40 million ($5.4
million) every six months, beginning March 2003, with the NOK 280 million ($37.8
million) balance of the commitment to expire in September 2009. As of November
11, 2002, we had NOK 610 million ($84.3 million) of debt outstanding under this
facility, which includes the final delivery payment for the second PSV in
October 2002. We also have a term loan in the amount of NOK 52.5 million ($7.1
million). The commitment amount for this loan is reduced by NOK 12.5 million
($1.7 million) every six months with the balance of the commitment to mature as
of June 30, 2003. 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 8.08% as of September 30, 2002.
Borrowings under these facilities are secured by mortgages on 14 of our North
Sea vessels. These credit facilities contain covenants that require that our
North Sea operating unit maintain certain financial ratios and limit its ability
to create liens, or merge or consolidate with other

As of September 30, 2002 we entered into a master lease
agreement that requires us to enter into operating leases for the three 155-foot
crew boats under construction, in return for a reimbursement of construction
costs of up to $11.4 million for the three crew boats. Under this operating
lease arrangement, when each crew boat is completed, the lessor will pay us 100%
of the cost of the crew boat, (up to a total of $11.4 million). The lessor will
charter each vessel to us for 10 years. We have options to purchase each vessel
at the end of eight years, and also at the end of the 10-year term, for their
estimated fair market values. The first crew boat was delivered, and its
corresponding charter commenced, in mid-October 2002. The monthly lease payment
on the first vessel is $30,194. The second and third crew boats are scheduled to
be completed in December 2002 and January 2003. Our obligations under each lease
agreement are also secured by letters of credit in an amount equal to 16% of the
vessel cost. In accordance with generally accepted accounting principles for
operating leases, the amount of the future lease obligations will not be
reflected on our balance sheet, but will be included in vessel operating
expenses in our income statement when such costs are incurred.

In June 2001 we signed definitive agreements to acquire two
state-of-the-art 279-foot PSVs for a cost of approximately NOK 390.7 million
($52.7 million at September 30, 2002 exchange rates). The first of two UT 745
design vessels, equipped with DP2 (dynamic positioning) was delivered in June
2002, and began a three-year contract. The second vessel was delivered in early
October 2002 and has been working in the North Sea under short-term contracts.
Payment terms for each of the vessels called for payments equal to 20% during
construction and 80% upon delivery. Also in the second quarter of 2001, we
executed agreements to build three 155-foot crew boats in the U.S. Gulf for a
total cost, prior to contract additions, of approximately $10.9 million with
vessel deliveries expected during the fourth quarter of 2002 and the first
quarter of 2003. Payment terms on the new crew boats call for progress payments
throughout the construction period. As of September 30, 2002, we had paid
approximately $13.3 million of the construction costs for the four remaining
vessels under construction. In October 2002 final payments were made for the
second PSV and the first crew boat totaling $22.8 million. These costs were
funded under the Norwegian revolving credit facility and the master lease
agreement for the PSV and crew boat, respectively. As of November 1, 2002,
estimated costs remaining on the final two crew boats totaled $3.6 million. The
remaining crew boat costs will be funded under the master lease agreement as
described above.

The Company has been awarded an eight year contract, with
cancellation provisions after six years, by Petroleo Brasileiro S.A. ("Petrobras")
to own and operate a new 15000-class anchor handling towing supply vessel ("AHTS").
Pursuant to the Petrobras contract, the vessel is to be built in Brazil and
commence operations not later than October 2005. The vessel will be a
technologically-advanced UT 722L design, 264-feet in length and with 16,500
horsepower. The Company estimates gross revenues from the Petrobras contract
will total approximately $60.0 million, assuming an eight-year contract period,
of which 75 percent is to be paid in U.S. dollars and the balance is to be paid
in Brazilian Reais. The Brazilian Reais portion is to be adjusted annually based
on exchange rates and economic criteria. On October 28, 2002 the Company entered
into an agreement with a Brazilian shipyard for the construction of the vessel
which is expected to cost approximately $38.0 million. Progress payments under
the construction contract for the balance of 2002, 2003 and 2004 are expected to
approximate $4.4, $18.8 and $14.8 million, respectively. We believe that we will
require external financing to fund a significant portion of the AHTS
construction cost. Petrobras has awarded in the past two years a number of
long-term vessel contracts requiring that vessels be Brazilian constructed and
flagged and several vessel operators have financed the vessel cost with the
Brazilian national development bank. We are also pursuing financing up to 90% of
the AHTS construction cost with the Brazilian national development bank and are
discussing project equity financing with lenders and investors. While we believe
we will be able to finance the construction cost, we can give no assurance
regarding the terms on which we will be able to obtain financing.

The following table summarizes, as of September 30, 2002, our
contractual commitments related to debt, leases and other arrangements for the
periods indicated below (in thousands), excluding the above noted operating
leases, Brazilian AHTS new build construction costs, and the anticipated
refinancing of the $21.5 million bank borrowing which, under the current
facility, matures on June 30, 2003.

|Description         | 2002    | 2003    | 2004   | 2005   | 2006   | Thereafter
|------------------- | ------- | ------- | ------ | ------ | ------ | ----------
|Long Term Debt      | $2,316  | $29,806 | $2,508 | $2,508 | $2,508 | $317,462  
|Operating Leases    | 58      | 217     | 182    | 95     | 66     | 56        
|Vessel Construction | 25,022  | 1,458   | -      | -      | -      | -         
|                    |         |         |        |        |        |           
|Total               | $27,396 | $31,481 | $2,690 | $2,603 | $2,574 | $317,518  

We do not have any other planned capital expenditures other
than USCG dry docking of vessels and repairs. We believe that cash on hand and cash
generated from our operations, together with borrowings under our current and
anticipated credit facilities, will be sufficient to fund our working capital
requirements. We will require additional financing to fund construction of the
new Brazilian AHTS. Our cash generated from operations depends on the day rates
and utilization for our vessels, which in turn are affected by oil and gas
prices and the expenditures for oil and gas exploration, development and
production in the markets where we operate. If current activity levels in the
Gulf of Mexico continue, it would continue to affect our cash generated from
operations, and would also affect our ability to meet financial ratios under our
bank credit facilities. This could result in a reduction in our borrowing
capability, a reduction in our liquidity, and potentially cause us to be in
default under our debt agreements.

NEW ACCOUNTING STANDARDS

Effective January 1, 2002 the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." SFAS
No. 141 supercedes Accounting Principles Board ("APB") Opinion No. 16, "Business
Combinations," and prohibits the use of the pooling-of-interest (pooling) method
of accounting for business combinations initiated after the issuance date of
SFAS No. 141. The adoption of SFAS No. 141 did not have a material impact on the
Company's net income, cash flows or financialcondition.

Effective January 1, 2002 the Company adopted Statement of
Financial Accounting Standards SFAS No. 142, "Goodwill and Other Intangible
Assets." 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
is now 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. The Company determined fair value of its
reporting segments, and performed initial impairment testing as prescribed in
SFAS 142, based on commonly used financial ratios and analysis. The Company
completed its initial SFAS 142 impairment test as of January 1, 2002 and the
analysis determined that there was no goodwill impairment. The Company's fair
value analysis is based on reporting unit cash flow, comparable industry
financial ratios and other assumptions. While the Company believes its analysis
is reasonable, changes in industry conditions, geographic vessel demand, and
other variables possibly affecting reporting unit cash flows, comparable
financial ratios, and anticipated future performance could materially impact
future SFAS 142 impairment analysis. 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.

Since SFAS No. 142 was adopted at January 1, 2002, the
Company no longer amortizes goodwill. Amortization of goodwill for the three
months and nine months ended September 30, 2001 was $653,660 and $1,954,240,
respectively. Had the Company not amortized goodwill for the three months and
nine months ended September 30, 2001, net loss would have been $(12,794,157) and
$(4,085,594), respectively. Had we not amortized goodwill for the three-month
and nine-month periods ended September 30, 2001, basic and diluted earnings per
share would have been $(0.35) and $(0.11), respectively. The Company's goodwill
balance as of September 30, 2002 represented approximately 14% of total Company
assets and primarily relates to the December 1997 acquisition of its Norwegian
subsidiary.

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 SFAS No. 143 will not have
a material impact on the Company's net income, cash flows or financial
condition.

Effective January 1, 2002 the Company adopted 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 adoption of SFAS No. 144 did not have a material impact
on the Company's net income, cash flows or financial condition.

In May 2002, the Financial Accounting Standards Board issued
SFAS 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and
Technical Corrections as of April 2002." This Statement rescinds FASB Statement
No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an
amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements." SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. SFAS No. 145
is effective for financial statements issued for fiscal years beginning after
May 15, 2002. SFAS No. 145 is not expected to affect our results of operations,
liquidity or financial position except for the reclassification of extraordinary
items for debt extinguishment.

In July 2002, the FASB issued SFAS 146, Accounting for Costs
Associated with Exit or Disposal Activities. This Statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred rather than at the date of a commitment to an
exit or disposal plan. Examples of costs covered by this guidance include
termination benefits provided to current employees that are involuntarily
terminated under the terms of a benefit arrangement that, in substance, is not
an ongoing benefit arrangement or an individual deferred compensation contract,
costs to terminate a contract that is not a capital lease, and costs to
consolidate facilities or relocate employees. The provisions of this Statement
are effective for exit or disposal activities that are initiated after December
31, 2002, with early application encouraged. The Company is currently evaluating
SFAS 146 but does not expect it to have a material impact on operations,
liquidity or financial position at this time.

In June 2001, the Accounting Standards Executive Committee of
the AICPA, ("AcSEC"), issued an exposure draft of a proposed Statement of
Position (SOP), "Accounting for Certain Costs and Activities Related to
Property, Plant, and Equipment." This SOP provides guidance on accounting for
certain costs and activities relating to property, plant, and equipment (PP&E).
For purposes of this SOP, a project stage or timeline framework is used and PP&E
assets are accounted for at a component level. Costs incurred for PP&E are
classified into four stages: preliminary, preacquisition,
acquisition-or-construction and in-service. The SOP requires, among other
things, that preliminary, preacquisition and acquisition-or-construction stage
costs, except for payments to obtain an option to acquire PP&E, should be
charged to expense as incurred. Costs related to PP&E that are incurred during
the in-service stage, including costs of normal, recurring, or periodic repairs
and maintenance activities, should be charged to expense as incurred unless the
costs are incurred for acquisition of additional PP&E or components of PP&E or
the replacement of existing PP&E or components of PP&E. Costs of planned major
maintenance activities are not a separate PP&E asset or component. Those costs
should be charged to expense, except for acquisitions or replacements of
components that are capitalizable under the in-service stage guidance of this
SOP. The AcSEC is currently reviewing comment letters on the subject SOP and is
expected to present the SOP to the Financial Accounting Standards Board by
mid-year 2003. The proposed SOP is subject to change. However, if the proposed
SOP is adopted in its current form, the Company will have to write-off its net
capitalized deferred marine inspection costs, which totaled $19,547,196 at
September 30, 2002. This write-off would be accounted for as a cumulative effect
of a change in accounting principle as of the beginning of the year of adoption.
Further evaluation is required by the Company to fully quantify the impact of
this proposed pronouncement, if adopted.

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 dry-dockings
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 2001 Form 10-K, incorporated herein by reference.



ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report,
the Company evaluated the effectiveness of the design and operation of its
disclosure controls and procedures. The evaluation was carried out under the
supervision of and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer. Based on and
as of the date of the evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company, including its consolidated subsidiaries, required to be
included in reports the Company files with or submits to the Securities and
Exchange Commission under the Securities Exchange Act of 1934. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect the Company's internal controls subsequent to
the date of the evaluation.

PART II. OTHER INFORMATION



(a) Exhibits:

|                                                                                                                                                                                                                                                                                              | 3.1     Amended and Restated Certificate of Incorporation of
the Company.1                                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                              | 3.2    By Laws of the Company.1                                                                                
|                                                                                                                                                                                                                                                                                              | 4.1    Specimen Common Stock Certificate.2                                                                     
|                                                                                                                                                                                                                                                                                              | 4.2    Indenture dated as of May 31, 2002, among the Company,
    Trico Marine Operators, Inc., Trico Marine   
|Assets, Inc. and JPMorgan Chase Bank, as trustee.3                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                              | 4.3    Registration Rights Agreement dated as of May 31,
    2002, among the Company, Trico Marine Operators,  
|Inc., Trico Marine Assets, Inc., Lehman Brothers Inc., Bear, Stearns & Co.
    Inc., Wells Fargo Securities, LLC, Banc One Capital Markets, Inc. and Nordea
    Bank Finland PLC, New York Branch.3                                                                                          
|                                                                                                                                                                                                                                                                                              | 10.1Master Bareboat Charter dated as of September 30, 2002, between Trico
    Marine Operators, Inc. and       
|General Electric Capital Corporation.                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                              | 10.2   Seventh Amendment to Third Amended and Restated Revolving
    Credit Agreement dated as of September 30,
|2002, among the Company, Trico Marine Assets, Inc., Trico Marine Operators,
    Inc., Wells Fargo Bank, N.A., Wells Fargo Bank Texas, N.A., the financial
    institutions listed therein and such other financial institutions as may
    become parties to the agreement from time to time.
|                                                                                                                                                                                                                                                                                              | 12.1   Computation of Ratio
of Earnings to Fixed Charges.                                                      
|                                                                                                                                                                                                                                                                                              |                                                                                                                

(b) Reports on Form 8-K:

On July 31, 2002, we filed a report on Form 8-K, reporting
under Item 5, announcing earnings for the quarter ended June 30, 2002.

On August 1, 2002, we filed a report on Form 8-K, reporting
under Item 7, filing our financial statements, the Indenture and the
Registration Rights Agreement filed as Exhibits 4.2 and 4.3, respectively, to
this Form 10-Q.

---

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).3
      Incorporated by
      reference to the Company's Current Report on Form 8-K dated July 31, 2002
      and filed with the 
          Commission on August 1,
      2002.




---



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.                         
|----------------------- | ----------------------------------------------------
|                        |                                                     
|                        |                                                     
|Date: November 14, 2002 | By: /s/ KIM E. STANTON                              
|                        | Kim E. Stanton                                      
|                        | Chief Accounting Officer and duly authorized officer



---

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Victor M. Perez, certify that:

2.    Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.    Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

4.The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

|a. | designed such disclosure controls and procedures to ensure that material
  information relating to the registrant, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this quarterly report is being
  prepared;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | evaluated the effectiveness of the registrant's disclosure controls and
  procedures as of a date within 90 days prior to the filing date of this
  quarterly report (the " Evaluation Date" ); and                                                                                                    
|c. | presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;                                                                                                                        



5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

|a. | all significant deficiencies in the design or operation of internal
  controls which could adversely affect the registrant's ability to record,
  process, summarize and report financial data and have identified for the
  registrant's auditors any material weaknesses in internal controls; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls;
    and                                                                                                                                      

6.    The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

|Date: November 14, 2002 | By: /s/ VICTOR M. PEREZ                                       
|----------------------- | --------------------------------------------------------------
|                        | Victor M. Perez                                               
|                        | Vice President and Chief Financial
                    Officer



---

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas E. Fairley, certify that:

2.    Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.    Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

4.    The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

|a. | designed such disclosure controls and procedures to ensure that material
  information relating to the registrant, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this quarterly report is being
  prepared;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | evaluated the effectiveness of the registrant's disclosure controls and
  procedures as of a date within 90 days prior to the filing date of this
  quarterly report (the " Evaluation Date" ); and                                                                                                    
|c. | presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;                                                                                                                        



5.    The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

|a. | all significant deficiencies in the design or operation of internal
  controls which could adversely affect the registrant's ability to record,
  process, summarize and report financial data and have identified for the
  registrant's auditors any material weaknesses in internal controls; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls;
    and                                                                                                                                      

6.    The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

|Date: November 14, 2002 | By: /s/ THOMAS E. FAIRLEY            
|----------------------- | -------------------------------------
|                        | Thomas E. Fairley                    
|                        | President and Chief Executive Officer



---



Certifications Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

I, Victor M. Perez, Chief Financial Officer of Trico Marine
Services, Inc. (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.    the Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company for the period covered by such Report.

|Date: November 14, 2002 | By: /s/ VICTOR M. PEREZ
|----------------------- | -----------------------
|                        | Victor M. Perez        
|                        | Vice President and CFO 



---

Certifications Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

I, Thomas E. Fairley, Chief Executive Officer of Trico Marine
Services, Inc. (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.     the Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of
the Company for the period covered by such Report.

|Date: November 14, 2002 | By: /s/ THOMAS E. FAIRLEY
|----------------------- | -------------------------
|                        | Thomas E. Fairley        
|                        | President and CEO