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 June 30, 2001

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

Commission File Number 0-28316

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

Delaware
      
      72-1252405(State or other jurisdiction of  incorporation or organization)
      
      (I.R.S. Employer Identification No.)250 North American Court
Houma, LA
      
      70363(Address of principal executive offices)
      
      (Zip Code)Registrant's telephone number, including area code (985)
851-3833


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

Yes X    No

As of August 7, 2001, there were 36,254,335 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.

|PART
      I. FINANCIAL INFORMATION               
|--------------------------------------------------
|ITEM
      1. FINANCIAL STATEMENTS                
|TRICO
      MARINE SERVICES, INC. AND SUBSIDIARIES
|CONSOLIDATED
      BALANCE SHEETS                 
|(Dollars
      in thousands)                      
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|TRICO
      MARINE SERVICES, INC. AND SUBSIDIARIES            
|--------------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF OPERATIONS                   
|(Unaudited)                                                   
|(In
      thousands, except share and per share amounts)      
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|Revenues:                                                     
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|Operating
      expenses:                                     
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|Operating
      income (loss)                                 
|Interest
      expense                                        
|Amortization
      of deferred financing costs                
|Other
      income, net                                       
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|Income
      (loss) before income taxes and extraordinary item
|Income
      tax expense (benefit)                            
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|Income
      (loss) before extraordinary item                 
|Extraordinary
      item, net of taxes                        
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|Net
      income (loss)                                       
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|Basic
      earnings per common share:                        
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|Diluted
      earnings per common share:                      
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|TRICO
      MARINE SERVICES, INC. AND SUBSIDIARIES
|--------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF CASH FLOWS       
|(Unaudited)                                       
|(In
      thousands)                              
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|TRICO
      MARINE SERVICES, INC. AND SUBSIDIARIES          
|------------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|(Unaudited)                                                 
|(In
      thousands)                                        
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 six
months ended June 30, 2001 are not necessarily indicative of the results that
may be expected for the full fiscal year or any future periods. The financial
statements included herein should be read in conjunction with the financial
statements and notes thereto included in the Company's consolidated financial
statements for the year ended December 31, 2000.

|Certain prior period amounts have been reclassified to
conform with the presentation shown in the interim consolidated financial
statements. These reclassifications had no effect on net loss or total
stockholders' equity, but operating cash flows were reduced by $3,148,000 and
cash flows provided by investing activities were increased by the same amount.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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 date).

|                                                                                                                           | Three Months Ended June 30, 2001 |                      | Six Months Ended June 30, 2001
|-------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -------------------- | ------------------------------
|                                                                                                                           | Income (Numerator)               | Shares (Denominator) | Per-share Amount              
|Income before extraordinary item                                                                                           | $     5,446                      |                      |                               
|                                                                                                                           |                                  |                      |                               
|Basic earnings per shareIncome before extraordinary item available to common shareholders                                  | 5,446                            | 36,251,049           | $     0.15                    
|                                                                                                                           |                                  |                      |                               
|Effect of Dilutive SecuritiesStock option grants                                                                           | -                                | 643,134              |                               
|                                                                                                                           |                                  |                      |                               
|Diluted earnings per shareIncome before extraordinary item available to common shareholders plus
      assumed conversions | $     5,446                      | 36,894,183           | $     0.15                    
|                                                                                                                           |                                  |                      |                               

2. Earnings Per Share, continued:

|                                                                                                                        | Three Months Ended June 30, 2000 |                      | Six Months Ended June 30, 2000
|----------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -------------------- | ------------------------------
|                                                                                                                        | Loss(Numerator)                  | Shares (Denominator) | Per-share Amount              
|Loss before extraordinary item                                                                                          | $ (4,175)                        |                      |                               
|                                                                                                                        |                                  |                      |                               
|Basic earnings per shareLoss before extraordinary item available to common shareholders                                 | (4,175)                          | 30,683,250           | $(0.13)                       
|                                                                                                                        |                                  |                      |                               
|Effect of Dilutive SecuritiesStock option grants                                                                        | -                                | -                    |                               
|                                                                                                                        |                                  |                      |                               
|Diluted earnings per shareLoss before extraordinary item available to common shareholders plus
      assumed conversion | $ (4,175)                        | 30,683,250           | $(0.13)                       
|                                                                                                                        |                                  |                      |                               

During the three-month and six-month periods ending June 30,
2001, options to purchase 1,865,843 and 1,8

3. Separate Financial Statements for Subsidiary Guarantors:

During 1997, the Company issued $280,000,000 of 81⁄2% senior
notes due 2005 in three different series. In November 1998, the Company
completed an exchange offer of all the existing series of senior notes for one
series of senior notes (the "Senior Notes"). The terms and conditions
of the Senior Notes are identical to the predecessor senior notes. In June, 2000
the Company exchanged 3,109,857 shares of $.01 par value common stock for
$32,140,000 face amount, plus accrued interest, of the Senior Notes.

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

The Company's effective income tax rates for the
  three-month periods ended June 30, 2001 and 2000 were 31% and 36%,
  respectively, and for the six-month periods ended June 30, 2001 and 2000, 32%.
  The variance from the Company's statutory rate is primarily due to income
  contributed by our wholly-owned Norwegian subsidiary, Trico Supply ASA, for
  which deferred income taxes are provided at the Norwegian statutory rate of
  28%, due to the Company's intent to permanently reinvest the unremitted
  earnings and postpone their repatriation indefinitely.

The Company is a provider of marine support services to the
oil and gas industry. Substantially all revenues result from the charter of
vessels owned by the Company. 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. The Company evaluates
performance based on net income (loss). The U.S. segment represents the Company's
domestic operations and reflects interest expense on long-term debt associated
with the acquisitions of foreign subsidiaries. The North Sea segment includes
Norway and the United Kingdom, and the Other segment primarily represents the
Company's Brazilian operations. Segment data as of and for the three-month and
six-month periods ended June 30, 2001 and 2000 are as follows:

|Three Months Ended June 30, 2001 | U.S.           | North Sea      | Other         | Totals        
|-------------------------------- | -------------- | -------------- | ------------- | --------------
|                                 |                |                |               |               
|Revenues from external customers | $
      28,523 | $
      19,097 | $
      2,366 | $
      49,986
|Intersegment revenues            | 36             | ---            | ---           | 36            
|Segment net income (loss)        | 1,288          | 4,318          | (160)         | 5,446         

|                                 |              |                |               |               
|-------------------------------- | ------------ | -------------- | ------------- | --------------
|Three Months Ended June 30, 2000 | U.S.         | North Sea      | Other         | Totals        
|                                 |              |                |               |               
|Revenues from external customers | $ 13,852     | $ 13,238       | $ 2,392       | $ 29,482      
|Intersegment revenues            | 36           | ---            | ---           | 36            
|Segment net income (loss)        | (4,390)      | 1,461          | (531)         | (3,460)       
|                                 |              |                |               |               
|Six Months Ended June 30, 2001   | U.S.         | North Sea      | Other         | Totals        
|                                 |              |                |               |               
|Revenues from external customers | $
    53,759 | $
      34,219 | $
      5,285 | $
      93,263
|Intersegment revenues            | 72           | ---            | ---           | 72            
|Segment net income (loss)        | 1,683        | 6,109          | (383)         | 7,409         
|Segment total assets             | 574,790      | 333,217        | 44,878        | 952,885       
|                                 |              |                |               |               
|Six Months Ended June 30, 2000   | U.S.         | North Sea      | Other         | Totals        
|                                 |              |                |               |               
|Revenues from external customers | $ 27,831     | $ 23,563       | $ 4,469       | $ 55,863      
|Intersegment revenues            | 72           | ---            | ---           | 72            
|Segment net loss                 | (11,467)     | (7)            | (1,047)       | (12,521)      
|Segment total assets             | 579,062      | 362,191        | 40,260        | 981,513       

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

|                                                                                                     | Three months ended June 30,
|---------------------------------------------------------------------------------------------------- | ---------------------------
|                                                                                                     |                            
|                                                                                                     | 2001                       
|                                                                                                     |                            
|Revenues                                                                                             |                            
|Total revenues from external customers and intersegment
      revenues for reportable
      segments | $
    50,022               
|Elimination of intersegment revenues                                                                 | (36)                       
|                                                                                                     |                            
|                                                                                                     | Total consolidated revenues
|                                                                                                     |                            

5. Segment and Geographic Information (In Thousands) continued:

|                                                                                               | Six months ended June 30,      
|---------------------------------------------------------------------------------------------- | -------------------------------
|                                                                                               |                                
|                                                                                               | 2001                           
|                                                                                               |                                
|Revenues                                                                                       |                                
|Total revenues from external customers and intersegment
      revenues for reportable segments | $
      93,335                 
|Elimination of intersegment revenues                                                           | (72)                           
|                                                                                               |                                
|                                                                                               | Total consolidated revenues    
|                                                                                               |                                
|                                                                                               | As of June 30,                 
|                                                                                               |                                
|                                                                                               | 2001                           
|                                                                                               |                                
|Assets                                                                                         |                                
|Total assets for reportable segments                                                           | $
      952,885                
|Elimination of intersegment receivables                                                        | (8,208)                        
|Elimination of investment in subsidiaries                                                      | (281,178)                      
|                                                                                               |                                
|                                                                                               | Total consolidated
      assets
|                                                                                               |                                

6.  Sale of Crewboats:

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

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

The provisions of SFAS 141 and SFAS 142 will be effective for
fiscal years beginning after December 15, 2001. SFAS 142 must be adopted at the
beginning of a fiscal year. Accordingly, the Company will no longer amortize
goodwill effective January 1, 2002. Amortization of goodwill for the three and
six month periods ended June 30, 2001 was $641,000 and $1,301,000, respectively,
and for the year ended December 31, 2000 was $2,671,000. The Company is
currently evaluating the impact of the adoption of these Statements. Based on
the Company's initial interpretations of the Statements, the Company does not
believe the implementation of these Statements will have a material impact on
the Company's cash flow or financial condition. However, a change in the fair
value of the Company's relevant businesses could materially change this
preliminary determination.

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

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

RESULTS OF OPERATIONS

Revenues for the second quarter and six months ended June 30,
2001 were $50.0 million and $93.3 million, respectively, compared to the $29.5
million and $55.9 million in revenues for the second quarter and first six
months of 2000, respectively. This increase in revenues was due to the increase
in average vessel day rates and utilization for all our vessel classes,
particularly the increase in day rates for the Gulf supply boats. Favorable oil
and gas prices in 2000 and 2001 has resulted in increases in offshore drilling
activity which, in turn, has resulted in improved demand for our vessels. The
table below sets forth by vessel class, the average day rates and utilization of
the Company's vessels and the average number of vessels owned during the
periods indicated.

|                                | Three months ended June 30, |      | Six months ended June 30,
|------------------------------- | --------------------------- | ---- | -------------------------
|                                | 2001                        | 2000 |                          
|Average Day Rates:              |                             |      |                          
|Supply                          | $ 7,269                     |      | $ 3,409                  
|Supply/Anchor Handling (N. Sea) | 11,947                      |      | 9,802                    
|Crew/Line Handling              | 2,730                       |      | 2,422                    
|                                |                             |      |                          
|Utilization:                    |                             |      |                          
|Supply                          | 75%                         |      | 71%                      
|Supply/Anchor Handling (N. Sea) | 97%                         |      | 82%                      
|Crew/Line Handling              | 80%                         |      | 74%                      
|                                |                             |      |                          
|Average Number of Vessels:      |                             |      |                          
|Supply                          | 54.0                        |      | 53.0                     
|Supply/Anchor Handling (N. Sea) | 18.0                        |      | 18.0                     
|Crew/Line Handling              | 20.0                        |      | 22.0                     

S

Average day rates for our North Sea vessels for the second
quarter and first six months of 2001 increased 21.9% to $11,947 and 21.0% to
$11,207, respectively, compared to $9,802 and $9,259 for the comparable 2000
periods. Utilization of our North Sea vessels was 97% and 93% for the second
quarter and first six months of 2001, respectively, compared to 82% and 77% for
the year-ago periods. The improvement in day rates and utilization for our North
Sea fleet in 2001 was due to the increased demand in the North Sea compared to
the year-ago periods, the mobilization of two North Sea vessels to Brazil in the
second quarter of 2001 in response to new contract awards and the re-activation
of three North Sea PSV's which had been inactive during the first six months
of 2000.

Day rates for our crew boats and line handling vessels for
the second quarter and first six months of 2001 increased 12.7% to $2,730 and
15.8% to $2,727 respectively, compared to $2,422 and $2,354 for the comparable
2000 periods. Utilization of our crew boats and line handling vessels was 80%
and 85% for the second quarter and first six months of 2001, respectively,
compared to 74% and 75% for the comparable periods of 2000. The utilization of
the crew boats and line handling vessels increased in 2001 compared to 2000
because of the high level of vessel drydockings for the line handling vessels in
Brazil in 2000. However, during the second quarter of 2001, three of the line
handling vessels in Brazil were without contracts for most of the quarter. These
vessels are expected to return to service late in the third quarter of 2001.

During the second quarter and first six months of 2001,
direct vessel operating expenses and other were $21.2 million (42.4% of revenues) and
$40.5 million (43.5% of revenues), respectively, compared to $17.1 million
(58.2% of revenues) and $33.0 million (59.0% of revenues), for the second
quarter and first six months of 2000. The increase in direct vessel operating
expenses was due to the additional expenses associated with three vessels which
were re-activated in the North Sea and increases in labor and repair and
maintenance expenses. Direct vessel operating expenses as a percentage of
revenues decreased due to the increase in utilization and average vessel day
rates.

Depreciation and amortization expense decreased to $8.2
million and $16.5 million for the second quarter and first six months of 2001,
respectively, down from $8.5 million and $17.1 million for the year-ago periods
as a result of the sale of our lift boats in the second quarter of 2000 and the
sale of two crew boats during the first half of 2001. Amortization of marine
inspection costs decreased to $3.4 million and $6.6 million for the quarter and
six month period ended June 30, 2001, respectively, from $3.5 million and $7.4
million in the comparable 2000 periods, due to decreased dry-docking and marine
inspection costs.

General and administrative expenses increased to $3.2 million
(6.4% of revenues) and $6.3 million (6.8% of revenues) in the second quarter and
first six months of 2001, respectively, from $2.8 million (9.4% of revenues) and
$5.3 million (9.5% of revenues) for the 2000 periods. General and administrative
expenses, as a percentage of revenues, decreased in the 2001 periods due to the
increase in utilization and average day rates for our vessels.

Interest expense decreased to $6.6 million for the second
quarter of 2001 from $7.7 million for the second quarter of 2000 due to the
reduction of our debt.

In the second quarter and first six months of 2001, we had
income tax expense of $2.4 million and $3.4 million, respectively, compared to
income tax benefits of $2.3 million and $6.2 million in the 2000 periods. Our
effective income tax rate for the three-month period ended June 30, 2001 was
31%.

LIQUIDITY AND CAPITAL RESOURCES

Our on-going capital requirements arise primarily from our
need to service debt and acquire, maintain or improve equipment. During the
first six months of 2001, $22.2 million in funds were provided by operating
activities, net of $6.1 million of dry-docking and vessel inspection costs, a
significant improvement from the comparable period of last year when we used
$5.5 million in funds for operating activities, net of $3.1 million of
dry-docking and vessel inspection costs. This improvement in funds generated
from operating activities is principally due to the increase in net income
resulting from the increase in vessel utilization and day rates compared to the
first six months of 2000. During the first six months of 2001, $6.6 million in
funds were used in financing activities, which was primarily due to our
repayment of debt. This compares to the first six months of 2000 when $16.6
million in funds were provided by financing activities, which was principally
due to our issuing $39.0 million of common stock and $28.4 million of long-term
debt, offset in part by the repayment of $50.1 million of debt. During the first
six months of 2001, $5.7 million of funds were used in investing activities,
primarily due to capital expenditures of $7.0 million, reduced by the proceeds
from the cash sale of two crew boats for $1.8 million. This compares to $10.8
million provided by investing activities in the first six months of 2000, which
was due principally to $14.0 million in proceeds from the sale of assets, offset
in part by $2.9 million of capital expenditures.

We have outstanding approximately $247.9 million in 81⁄2%
senior notes due 2005. The senior notes are unsecured and are required to be
guaranteed by all of our significant subsidiaries, Beginning August 1, 2001, the
senior notes may be prepaid, at our option, in whole or in part, at a redemption
price equal to 104.25% plus accrued and unpaid interest, with the redemption
price declining ratably on August 1 of each of the succeeding three years. The
indenture governing the senior notes contains certain covenants that, among
other things, limit our ability to incur additional debt, pay dividends or make
other distributions, create certain liens, sell assets, or enter into certain
mergers or acquisitions.

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

We also maintain a Norwegian revolving credit facility in the
amount of NOK 400 million ($42.9 million). The commitment amount for this
Norwegian bank facility reduces by NOK 50 million ($5.4 million) every six
months, with the balance of the commitment to expire in June 2003. As of August
1, 2001, we had NOK 305 million ($33.4 million) of debt outstanding under the
facility. In April 2000, we executed a new loan agreement for an additional
Norwegian bank facility in the amount of NOK 125 million ($13.7 million). The
commitment amount for this additional facility reduces by NOK 12.5 million ($1.3
million) every six months beginning June 2001, with the balance of the
commitment to expire June 2003. As of August 1, 2001, this additional facility
had been prepaid and reduced to NOK 100.0 million ($10.7 million). Amounts
borrowed under these credit facilities bear interest at NIBOR (Norwegian
Interbank Offered Rate) plus a margin. The weighted average interest rate for
our Norwegian bank facilities was 8.3% as of June 30, 2001. Our Norwegian bank
facilities are collateralized by mortgages on certain of our North Sea vessels,
require that our North Sea operating unit maintain certain financial ratios and
limit its ability to create liens, or merge or consolidate with other entities.

In June 2001 we signed definitive agreements to acquire two
279-foot platform supply vessels for a cost of approximately NOK 388.7 million
in total ($41.7 million) payable in Norwegian Kroner. The two state-of-the-art,
UT 745 design vessels, equipped with DP2 (dynamic positioning) systems, are
currently under construction in Norway and are slated for delivery in April and
August 2002. Payment terms for each of the vessels call for payments equal to
20% during construction and 80% upon delivery. Also in the second quarter of
2001, we executed agreements to build three 150-foot crew boats in the U.S. Gulf
for a total cost of approximately $10.9 million with vessel deliveries expected
during the fourth quarter of 2002. Payment terms on the new crew boats call for
progress payments throughout the construction period. Upon signing the
agreements for the five new vessels in the second quarter, we paid approximately
$2.2 million of the construction costs. Expenditures for these vessels are
expected to total approximately $3.8 million during the second half of 2001.

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



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 2000 Form 10-K, incorporated herein by reference.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

|(a) | The Annual Meeting of Stockholders of the Company was held on June 8, 2001
  (the "Annual Meeting").                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | At the Annual Meeting, H.K. Accord, Edward C. Hutcheson, Jr. and James C. Comis, III were re-elected to serve until the annual meeting of stockholders
  for the year 2004. In addition to the directors elected at the Annual Meeting,
  the terms of Thomas E. Fairley, Ronald O. Palmer, Benjamin F. Bailar and Joel
  V. Staff continued after the Annual Meeting.
|(c) | At the Annual Meeting, holders of shares of the Company's Common Stock
  elected three directors with the number of votes cast for and withheld for
  such nominees as follows:                                                                                                                                                                                       

|                         |            |          
|------------------------ | ---------- | ---------
|Name                     | For        | Withheld 
|H.K. Accord              | 32,191,325 | 2,215,787
|Edward C. Hutcheson, Jr. | 32,185,075 | 2,222,037
|James C. Comis, III      | 32,195,575 | 2,211,537

> With respect to the election of the directors, there were
>     no abstentions and non-votes totaled 1,843,223.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(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                               
|12.1 | Computation of Ratio of Earnings to Fixed Charges.                

(b) Reports on Form 8-K:

|(i)   | Report on Form 8-K dated April 3, 2001 reporting "Item 5 -Other Events
and Item 7 
Financial Statements and Exhibits."  
|----- | ------------------------------------------------------------------------------------------------------------------------
|(ii)  | Report on Form 8-K dated April 27, 2001 reporting "Item 5 - Other Events
and Item 7 
Financial Statements and Exhibits."
|(iii) | Report on Form 8-K dated June 26, 2001 reporting "Item 5 - Other Events
and Item 7 
Financial Statements and Exhibits." 

________________________

|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).                           



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: August 9, 2001 | By:/s/
KENNETH W. BOURGEOISKenneth W. Bourgeois
      Chief Accounting Officer and duly authorized officer