SECURITIES AND EXCHANGE COMMISSION
                  Washington, DC 20549

                          Form 10-Q

      [X] Quarterly Report Pursuant to Section 13  or 15(d) of
               the Securities Exchange Act of 1934
           For the quarterly period ended September 30, 1996

      [  ] 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   (I.R.S. Employer Identification No.)
     incorporation or organization)


   610 Palm Street
     Houma, LA                                  70364
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code (504) 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 4, 1996 there were 6,811,439 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.

<PAGE>


                               PART I.  FINANCIAL INFORMATION
                               ITEM 1.  FINANCIAL STATEMENTS
                        TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                         (Unaudited)
                                   (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                  September 30,    December 31,
                                                                       1996          1995
                                                         ASSETS   _____________ ______________
      <S>                                                          <C>           <C>
      Current assets:
              Cash and cash equivalents                            $    1,777    $    1,117
              Accounts receivable, net                                 10,646         7,417
              Prepaid expenses and other current assets                   639           156
                                                                   ____________  ____________
                    Total current assets                               13,062         8,690
                                                                   ____________  ____________
      Property  and equipment, at cost:
              Marine vessels                                           77,253        44,603
              Transportation and other                                    609           856
                                                                   _____________ ____________
                                                                       77,862        45,459

      Less accumulated depreciation and amortization                    9,112         6,195
                                                                   _____________  ___________
              Net property and equipment                               68,750        39,264
                                                                   _____________  ___________
      Other assets, net                                                 6,066         4,159
                                                                   _____________  ____________
                                                                   $   87,878    $   52,113
                                                                   =============  ============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

      Current liabilities:
              Accounts payable                                     $    3,124    $    3,656
              Accrued expenses                                          2,653         2,878
              Current portion of long-term debt                             -         3,000
                                                                   _____________  ____________
                   Total current liabilities                            5,577         9,534
                                                                   _____________  ____________
      Long-term debt                                                   10,000        23,695
      Subordinated debt and accrued interest thereon                        -        13,085
      Deferred incone taxes, net                                        6,231            87
                                                                   _____________  ____________
                  Total liabilities                                    22,008        46,401
                                                                   _____________  ____________
      Commitments and contingencies

      Stockholders' equity:
              Common stock, $.01 par value, 15,000,000 shares authorized, issued
                 6,883,471 and 3,123,371 shares, outstanding 6,811,439 and
                 3,051,339 shares at September 30, 1996 and December 
                 31, 1995, respectively.                                   69            31
              Additional paid-in capital                               61,486         5,649
              Retained earnings                                         4,316            33
              Treasury stock, at par value, 72,032 shares                  (1)           (1)
                                                                     ____________  ___________

                  Total stockholders' equity                           65,870         5,712
                                                                     ____________  ___________
                                                                    $  87,878     $  52,113
                                                                     ============  ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.

<PAGE>             
             
                               TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS 
                                              (Unaudited)
                          (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>

                                                  Three Months Ended      Nine Months Ended
                                                      September 30,         September 30,
                                                  _____________________ ___________________
                                                    1996      1995        1996      1995
                                                  ________  ________    ________  ________

      <S>                                          <C>       <C>         <C>       <C>
      Revenues:
           Charter hire                            $13,379   $ 6,753     $32,854   $18,884
           Other vessel income                          11        10          31        31
                                                   _________ ________    _________ _________
                 Total revenues                     13,390     6,763      32,885    18,915
                                                   _________ ________    _________ _________
      Operating expenses:
           Direct vessel operating expenses          5,973     4,262      16,525    12,955
           General  and administrative                 839       629       2,224     1,909
           Amortization of marine inspection costs     535       149       1,432       672
                                                   _________ ________    _________ _________
                 Total operating expenses            7,347     5,040      20,181    15,536
                                                   _________ ________    _________ _________
      Depreciation expense                           1,043       905       2,861     2,833
                                                   _________ ________    _________ _________      
      
      Operating income (loss)                        5,000       818       9,843       546

      Interest expense                                  50       942       1,710     2,844
      Amortization of deferred financing costs          30        97         217       284
      Gain on sale of assets                             -       (24)         (7)     (247)
      Other income, net                                (31)       (2)        (65)      (58)
                                                   _________ ________    _________ _________
      Income (loss) before income taxes and 
        extraordinary item                           4,951      (195)      7,988    (2,277)

      Income tax expense (benefit)                   1,733       (66)      2,788      (774)
                                                   _________ ________    _________ _________
      Income (loss) before extraordinary item        3,218      (129)      5,200    (1,503)
                                                   _________ ________    _________ _________
      Extraordinary item, net of taxes                   -         -        (917)        -

      Net income (loss)                            $ 3,218   $  (129)    $ 4,283   $(1,503)
                                                   ========= =========    ======== =========

      Weighted average common shares  and
           equivalents outstanding                7,519,830 3,051,339   5,585,537 3,050,245
                                                  ========= ==========  ========= ========== 
      Earnings per common share and equivalent
           outstanding:
                Income (loss) before extraordinary 
                 item                               $  0.43   $ (0.04)    $  0.93   $ (0.49)
                Extraordinary item                      -         -        (0.16)       - 
                                                   _________ __________  _________ _________

                 Net income (loss)                 $  0.43   $ (0.04)    $  0.77   $ (0.49)
                                                   ========== ========== ========= ==========

</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.
             
<PAGE>

                               TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                               (Unaudited)
                                          (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                          September 30,
                                                                      ___________________
                                                                         1996       1995
                                                                     ___________  __________

      <S>                                                          <C>           <C>
      Cash flows from operating activities:
           Net income (loss)                                       $    4,283    $   (1,503)
           Adjustments to reconcile net income (loss) to net cash 
                provided by operating activities:
                Depreciation and amortization                           4,556         3,833
                Extraordinary charge                                    1,411             -
                Deferred income taxes                                   2,294          (774)
                Interest on subordinated debt                             461           829
                Gain on sale of assets                                     (7)         (247)
                Provision for doubtful accounts                           100           180
           Changes in operating assets and liabilities:
                Accounts receivable                                    (3,329)          669
                Prepaid expenses and other current assets                (530)           53
                Accounts payable and accrued expenses                    (756)        2,005
           Other, net                                                  (1,124)          (12)
                                                                     ___________  ____________

                     Net cash provided by operating activities          7,359         5,033
                                                                      __________  ____________
      Cash flows from investing activities:
           Purchases of property and equipment                        (29,183)       (3,919)
           Deferred marine inspection costs                            (1,300)       (1,462)
           Proceeds from sales of assets                                   27         1,342
           Investment in unconsolidated company                        (1,251)            -
                                                                      __________   ___________

                     Net cash used in investing activities            (31,707)       (4,039)
                                                                      __________   ___________  
           Cash flows from financing activities:
           Proceeds from issuance of common stock, net of registration   
            expenses                                                   48,394             9
           Proceeds from issuance of long-term and subordinated debt   16,169         3,483
           Repayment of long-term and subordinated debt               (38,929)       (4,489)
           Deferred financing costs and other                            (626)         (280)
                                                                     __________   ___________

                     Net cash provided by (used in) financing    
                       activities                                      25,008        (1,277)
                                                                     __________   ____________

      Net increase (decrease) in cash                                     660          (283)

      Cash and cash equivalents at beginning of period                  1,117         1,770
                                                                      __________   ___________
      Cash and cash equivalents at end of period                   $    1,777    $    1,487
                                                                      ===========  ===========

      Supplemental information:
           Income taxes paid                                       $        2     $        2
                                                                       ===========  ===========
           Income taxes refunded                                   $        -     $       11
                                                                       ===========  ===========
           Interest paid                                           $    4,445     $    2,147
                                                                       ===========  ===========

</TABLE>

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, 1996
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, 1995.

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  income  (loss),  total  stockholders'
equity or cash flows.

2. Initial Public Offering:

In  May  1996,  the  Company  completed an initial public offering of 3,292,500
shares of common stock, $.01 par  value.   The  proceeds received from the sale
were $48,394,000, net of underwriting discounts and  other costs of $4,286,000.
Of the proceeds, the Company used $31,150,000 to prepay senior debt, $6,000,000
to pay subordinated debt and $11,000,000 to acquire four  supply  vessels.  The
balance of the proceeds was used by the Company for additional working capital.

3. Bank Credit Agreements:

Effective  March  6,  1996,  the  Company  amended its agreement with its  bank
lenders  (the "Credit Agreement") to provide  for  an  increased  total  credit
facility,  extend  principal  payments  and  restructure  other portions of the
Credit Agreement.  The outstanding principal balance of the Credit Agreement of
$31,150,000  was  prepaid  on  May 21, 1996 together with a prepayment  fee  of
$75,000 from the proceeds of the  Company's  initial  public offering of common
stock.   As  a  result of the prepayment of all amounts outstanding  under  the
Credit Agreement  and the prepayment of all of the Company's subordinated debt,
the Company recorded  an  extraordinary  charge  of  $917,000,  net of taxes of
$494,000, for the write-off of the unamortized balance of related debt issuance
costs.

Effective  July  26, 1996, the Company executed a $30,000,000 revolving  credit
agreement (the "New  Credit  Facility")  with  the  same  group of lenders that
provided the Company's previous Credit Agreement which was  prepaid  on May 21,
1996  with  proceeds from the initial public offering.  The New Credit Facility
was increased  to  $35,000,000  effective  August  26,  1996.   The  New Credit
Facility  provides  for  interest payments only until its maturity on June  30,
1999 and bears interest at LIBOR plus 1 1/2% per annum with a commitment fee of
  3/8  %  per  annum  on  the undrawn portion.   The  New  Credit  Facility  is
collateralized by certain of  the  Company's  vessels  and  related  assets and
requires  that  the  Company  maintain certain financial ratios.  When the  New
Credit Facility was executed, the Company had no outstanding borrowings.

4. Foreign Acquisition and SWATH Contract:

On March 15, 1996, the Company  acquired  seven line handling vessels and a 40%
interest in a marine operating company located  in  Brazil for a combined price
of  $4.2 million (the "Walker Acquisition").  The Brazilian  operating  company
owns  an  eighth  line  handling  vessel  and  operates  it and the seven other
acquired vessels under long-term contracts with a customer  located  in Brazil.
The  acquisition  has  been accounted for by the purchase method of accounting.
Of the purchase price, $3,565,000  has  been  allocated to the acquired vessels
based upon their relative fair value,  $270,000 has been allocated to the 
Company's investment in the stock of the Brazilian  operating  company with
the  remaining  $365,000  allocated  to  goodwill.  In addition to the purchase
price above, $300,000 of contingent purchase  price was paid on August 27, 1996
based  upon  the  attainment by the Company of a certain  contract  to  provide
offshore  marine  services  in  Brazil.   This  amount  has  been  recorded  as
additional goodwill.

<PAGE>

             TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                              (Unaudited)

4. Foreign Acquisition and SWATH Contract, continued:

On August 15, 1996, the Company entered into a five year contract with Petroleo
Brasileiro S.A. ("Petrobras"),  to  build  and operate an advanced "small water
area twin hull" crew boat (the "SWATH vessel")  which will be used to transport
personnel to offshore platforms.  On October 7, 1996,  the Company entered into
an agreement with a shipyard to construct the SWATH vessel.   The total cost of
the  vessel,  including  equipment provided by the Company, is expected  to  be
approximately $11,000,000.   The Company expects the vessel to be completed and
operations to commence by late 1997.

5. Stock Split:

On April 26, 1996, the Company's  Board  of  Directors  approved a 3.0253-for-1
split  of  the  Company's  common stock in the form of a stock  dividend.   The
financial statements have been  restated  to  reflect all effects of this stock
split, including all share amounts and per share data.

6. Stock Option and Incentive Plans:

In April 1996, the Company modified its 1993 Stock  Option  Plan  to  include a
provision for the 140,459 options not already containing a provision to  become
exercisable  at  the  consummation  of  an  "initial public offering" to become
exercisable upon such a transaction.  Pursuant  to the Company's 1996 Incentive
Compensation Plan, options to purchase 110,500 shares  of  the Company's common
stock  have  been  granted to officers, key members of management  and  certain
long-term employees.  Options under the 1996 Incentive Compsenation Plan that
were granted prior to the initial public offering were granted at the initial 
public offering price; options granted subsequent to the initial public offering
were  granted at the closing price on The NASDAQ Stock Market on the day of 
grant.  Accordingly,  no  expense  has been recognized for stock options.

7. Domestic Acquisitions:

On May 22, 1996, the Company acquired for $11,000,000 all  of  the  outstanding
capital  stock of HOS Marine Partners, Inc. ("HOS"), a special purpose  company
whose sole  assets  consist of four supply vessels. In addition to the purchase
price,  the Company recognized,  in  accordance  with  Statement  of  Financial
Accounting Standards No. 109, a deferred income tax liability of $3,850,000 for
the deferred  tax  consequences  of the differences between the assigned values
and the tax bases of the assets owned  by  HOS.   The acquisition was accounted
for using the purchase method of accounting and the  results of operations from
the date of acquisition are included on the accompanying unaudited consolidated
financial  statements.  Of the $11,000,000 purchase price  and  the  recognized
$3,850,000 deferred  income  tax  liability,  $14,000,000  was allocated to the
vessels  based  upon  their  relative  fair  value,  $279,000 was allocated  to
deferred  tax  assets  based upon the estimated realizable  value  of  the  net
operating tax loss carryforward of HOS and the remaining $571,000 was allocated
to goodwill.

On September 30, 1996, the  Company  acquired  from  subsidiaries  of OMI Corp.
three  supply vessels for $11,600,000.  The Company borrowed $10,000,000  under
its New Credit Facility to fund a portion of the purchase.  The acquisition was
accounted  for  using the purchase method of accounting and the entire purchase
price has been allocated  to  the vessels based on their fair value.  Since the
acquisition was effective at the  end  of  the  day  on September 30, 1996, the
accompanying   unaudited   consolidated   financial  statements   contain   the
acquisition, but do not contain any results of operations for these vessels.


<PAGE>
                 
                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                              (Unaudited)

8. Subsequent Events:

Effective  October 8, 1996  the Company amended  its  New  Credit  Facility  to
establish additional availability under the revolving credit portion, to create
a term loan  portion  and to extend the agreement until October 8, 2002.  Under
this amendment the Company  increased  its  line of credit under the New Credit
Facility to $50,000,000 and the revolving credit  portion  of  the  New  Credit
Facility  was  amended  to  expire  on  October  8, 1998.  Upon expiration, any
outstanding amounts under the revolving credit facility  will be converted into
a term loan which will be repaid in quarterly installments, with interest, over
a four year period until maturity  on October 8, 2002.

On  October 10, 1996, the Company acquired from Kim Susan Inc.  and  affiliated
companies   seven   supply  vessels  for  $32,000,000.   The  Company  borrowed
$30,500,000 under its  New  Credit  Facility to fund a portion of the purchase.
The acquisition will be accounted for using the purchase method of accounting.

In  late October the Company signed definitive  agreements  to  purchase  three
supply  vessels  from  a subsidiary of SEACOR Holdings, Inc. for $11,450,000 in
cash.  The acquisition will  be  funded with borrowings  under  the  New Credit
Facility  and  cash generated from operations.  Management anticipates that the 
acquisition will close in December, 1996.

<PAGE>


    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, 1996 were
$13.4 million and $32.9 million, respectively,  an  increase of 97.9% and 73.9%
compared to the $6.8 million and $18.9 million in revenues  for the quarter and
nine months ended September 30, 1995.  This increase was primarily  due  to the
strong  improvement  in  average  day  rates  and utilization for the Company's
supply boats, the increase in utilization for the  Company's lift boats and the
growth in the Company's vessel fleet, both in the Gulf  of  Mexico ("Gulf") and
offshore  Brazil.  The table below sets forth by class, the average  day  rates
and utilization  of  the  Company's  vessels  and the average number of vessels
owned during the periods indicated.

<TABLE>
<CAPTION>
                      Three months ended September  30,         Nine months ended September 30,
                      _________________________________         ______________________________
                             1996         1995                         1996        1995
                             ____         ____                         ____        ____
<S>                       <C>             <C>                        <C>         <C>
Average Day Rates:
Supply                    $5,018          $3,101                     $4,302      $2,957
Lift                       4,954           4,523                      4,805       4,633
Crew/Line Handling         1,579           1,470                      1,547       1,464

Utilization:                                                 
Supply                        93%             76%                        93%         75%
Lift                          77%             48%                        66%         44%
Crew/Line Handling            96%             88%                        95%         82%

Average Number of Vessels:
Supply                      20.0            16.0                       18.2        16.0
Lift                         6.0             6.0                        6.0         6.0
Crew/Line Handling          25.0            16.0                       22.8        17.0

</TABLE>

All  classes  of  vessels  in  the  Company's fleet reported higher utilization
during the third quarter and first nine  months  of  1996  compared to the same
periods in 1995.  The greatest increase in utilization was experienced  by  the
Company's  supply  boats  and lift boats.  Supply boat utilization averaged 93%
for both the quarter and nine  month period, up from 76% and 75%, respectively,
for the same periods in 1995.  Supply  boat day rates for the quarter and first
nine  months  increased  61.8% to $5,018 and  45.5%  to  $4,302,  respectively,
compared to $3,101 and $2,957 for the comparable 1995 periods.  These increases
reflect improved market conditions  in  the  Gulf  and the substantial downtime
incurred in 1995 for the vessel upgrade program.

During 1995, the Company began and completed a major capital upgrade program in
which three of the Company's supply boats were lengthened  from 165 feet to 180
feet, one was lengthened from 165 feet to 190 feet, and the  boats'  capacities
for  liquid  mud  and  bulk  cargo  were increased.  Additionally, the Company
rebuilt and lengthened a crew boat which was  placed  in  service late in 1995.
In  May  1996,  with  proceeds  from the initial public offering,  the  Company
acquired four supply boats located  in  the Gulf.  

Utilization of the Company's lift boats increased to 77% and 66% for the third
quarter and nine months ended September 30, 1996, respectively, up from the 48%
and  44%  experienced  during  the  same  periods  in  1995.   The  lift  boats
experienced  unusually  low  utilization  in 1995  due  to  drydocking  related
downtime and weak market conditions which existed in the first half of 1995.

Utilization of the crew boats and line handling  vessels  increased to 96% and
95% for the quarter and nine months ended September 30, 1996,  compared  to 88%
and  82% for the comparable 1995 periods, due to the improved market conditions
in the Gulf for the crew boats, and the addition in March of 1996 of eight line
handling vessels working under long-term charters offshore Brazil.

<PAGE>

During the third quarter and first nine months of 1996, direct vessel operating
expenses increased to $6.0 million and $16.5 million,  respectively,  compared  
to $4.3 million and $13.0 million for the same periods  in 1995, due to the 
expanded vessel fleet, and increased labor, repair and maintenance  costs.  Due 
to the increase in  revenues, direct vessel operating expenses decreased  as a 
percentage  of revenues from 63% and 68.5% of revenues, respectively, during 
the third quarter and first nine months of 1995 to 44.6% and 50.2% of revenues,
respectively, for the comparable 1996 periods.

Depreciation  expense  increased to $1.0 million for the third quarter of 1996,
up from $905,000 for the  year-ago  quarter  due  to the expanded vessel fleet.
Depreciation expense increased to $2.9 million for  the  first  nine  months of
1996  from  $2.8  million  for  the  comparable 1995 period due to the expanded
vessel  fleet,  the  effect  of  which  was   partially   offset  by  increased
depreciation in 1995 caused by the allocation of a portion  of  the 1993 vessel
acquisition costs to assets which have short depreciable lives and  were  fully
depreciated  in  the second quarter of 1995.  Amortization of marine inspection
costs increased to  $535,000  and  $1.4  million for the third quarter and nine
month  period  of  1996,  respectively,  from  $149,000  and  $672,000  in  the
comparable 1995 periods, due to the amortization  of  increased  drydocking and
marine inspection costs.

General  and  administrative expenses increased to $839,000 and $2.2 million 
during  the 1996 third quarter and nine months ended September 30, 1996, 
respectively, from $629,000 and $1.9 million during the same periods in 1995 
due to the additional  personnel needed in connection with the  growth  in  
the Company's vessel fleet and Brazilian operations. General and administrative 
expenses, as a percentage  of  revenues,  decreased from 9.3% and 10.1% of 
revenues, respectively, during the third quarter and nine months ended September
30, 1995 to 6.3% and 6.8% of revenues, respectively, in the comparable 1996
periods as the  increase  in  revenues  and  additions  to the vessel fleet did
not  require  proportionate  increases  in  administrative expenses.

Interest expense  decreased  to  $50,000 for the third quarter of 1996 and $1.7
million for the first nine months  of  1996, from $942,000 and $2.8 million for
the third quarter and first nine months  of  1995.   The  decrease  in interest
expense  was  due to the prepayment of all borrowings under the Company's  bank
credit facility  in  May  1996  with  a portion of the proceeds from the public
offering.   Average  bank debt outstanding  decreased  to  $109,000  and  $15.2
million in the third quarter  and  first  nine  months  of  1996, respectively,
compared  to  $26.0 million and $26.7 million for the third quarter  and  first
nine months of  1995, respectively.  In the third quarter and nine month period
of 1995 the Company  recorded  gains  on  the  sales  of  certain crew boats of
$24,000 and $247,000, respectively.

In the third quarter and first nine months of 1996, the Company  had income tax
expense of $1.7 million and $2.8 million, respectively, compared to  an  income
tax benefit of $66,000 and $774,000 in the 1995 periods.

As  a  result  of  the  prepayment  of all debt outstanding under the Company's
previous bank credit facility and its  subordinated  debt in the second quarter
of 1996, the Company recorded an extraordinary charge of $917,000, net of taxes
of $494,000, for the write-off of unamortized debt issuance costs.

LIQUIDITY AND CAPITAL RESOURCES

The Company's strategy has been to reduce its financial  leverage  incurred  in
connection  with  the 1993 vessel acquisition from Chrysler, while adding value
by reconfiguring, upgrading and expanding its vessel fleet to improve operating
capability.  As part  of  this  strategy, in May 1996 the Company completed its
initial public offering which improved  the  Company's  financial  condition by
enabling the Company to prepay all of its senior and subordinated debt, acquire
four  supply  vessels in the Gulf and establish the New Credit Facility,  which
provides a $50.0  million line of credit that may be used for additional vessel
acquisitions, vessel  improvements  and  working  capital.   Since  the initial
public offering, the Company has acquired 14 supply boats for $54.6 million.

Funds  during  the first nine months of 1996 were provided by $48.4 million  in
net proceeds from the initial public offering, $6.2 million in borrowings prior
to the public offering  under  the  Company's  previous  bank credit agreement,
$10.0  million in borrowings, incurred on September 30, 1996, under the New  
Credit  Facility and $7.4  million in cash provided by operating activities.  
During the period, the Company  repaid  $38.9  million  of  debt,  including  
$6.0  million of its subordinated debt, and made capital expenditures totaling 
$31.4 million.

<PAGE>

The  Company's cash provided by operating activities increased by $2.4  million
in the  first nine months of 1996 to $7.4 million, compared to $5.0 million for
the first  nine  months of 1995.  This increase was due primarily to net income
of $4.3 million compared to a net loss of $1.5 million for the same period last
year and a $1.4 million non-cash  extraordinary charge  for  the  write-off of
deferred  financing costs in the current nine month period.  This increase  was
offset in part  by  an  increase  in  accounts  receivable  and  a reduction in
accounts payable.

Capital  expenditures  for the period consisted primarily of $22.6 million  for
the acquisition of seven  supply  vessels  in  the  Gulf,  of  which  four were
acquired in May and three acquired on September 30, 1996, and $4.5 million  for
the Company's acquisition of line handling boats and a 40% interest in a marine
operating  company  in  Brazil  in  March  1996.   Other expenditures consisted
primarily of U.S. Coast Guard drydocking costs of $1.3  million,  a  portion of
the  acquisition  and  upgrade  costs of the Stones River and a portion of  the
initial construction costs of the SWATH vessel.  The Stones River is a 180 foot
supply boat, acquired in March 1996,  which is being lengthened to 220 feet and
outfitted with bulk capacity of 7,800 cubic  feet  and  liquid  mud capacity of
2,300 barrels.  This vessel will be available for service in the  first quarter
of 1997 with an estimated total cost of $4.2 million.

In  July  1996,  the  Company  entered into the New Credit Facility, which  was
increased in October and now provides  a  revolving  line of credit up to $50.0
million, matures in October 2002 and bears interest at LIBOR plus 1 1/2% per 
annum (currently approximately 7%), with a fee of  3/8 % per  annum  on  the  
undrawn portion.  The New Credit Facility is collateralized by certain of the 
Company's existing  vessels  and  related  assets  and  requires  the Company 
to maintain certain  financial  ratios.   In connection with the Company's  
acquisition  of three supply boats on September 30, 1996, the Company borrowed 
$10.0 million under the New Credit Facility to fund a portion  of  the purchase
price,  and subsequently  borrowed  $30.5  million  in  October to fund a 
portion of the purchase price of an additional seven vessels.

The Company was the successful bidder for the contract to build and operate the
SWATH vessel which will be used to transport up to 250 passengers  to  offshore
platforms  for  Petrobras  under  a five-year contract.  After successful model
tank  tests,  construction  on the SWATH  vessel  began  in  October  1996  and
operations are expected to commence  at  the end of 1997.  The Company plans to
obtain long-term financing for the vessel's  $11.0  million  cost  through  the
Maritime Administration's Title XI ship financing program for which the Company
has a pending application.

The  Company  believes  its capital expenditures for the remainder of 1996 will
total approximately $6.1 million, excluding any additional vessel acquisitions,
but including U.S. Coast  Guard  drydocking  costs,  the  Stones  River upgrade
project,  a  portion  of  the  construction  cost of the SWATH vessel, and  the
acquisition of a larger docking and maintenance facility in Houma, Louisiana to
replace its present rented facility.  The $11.45  million  required to fund the
purchase  price  of  the  three additional supply boats the Company  agreed  to
purchase in October 1996 will  be  provided  by borrowings under the New Credit
Facility and cash generated from operations. Management  anticipates  that this
acquisition  will  close  in December 1996.  The Company's capital requirements
historically have been for  the  acquisition of marine vessels, maintenance and
improvements  to vessels and debt service.   The  Company  believes  that  cash
generated from  operations  and availability under the New Credit Facility will
provide sufficient funds for  identified  capital  projects and working capital
requirements.   However,  the  Company's strategy is to  acquire  other  vessel
fleets or single vessels in order  to  expand its presence both in the Gulf and
certain selected international markets such as Brazil.  Depending upon the size
of such future acquisitions, the Company may require additional debt financing,
possibly in excess of its current credit facility, or additional equity.

<PAGE>

                             PART II

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

           3.1   Certificate of Incorporation of the Company.<F1>

           3.2   Bylaws of the Company.<F2>

           10.1  Revolving Credit Agreement among Trico Marine Operators, 
                 Inc., Trico Marine Assets, Inc., Trico Marine Services, Inc.
                 and First National Bank of Boston, Hibernia National Bank
                 and First National Bank of Commerce, as Banks and the
                 First National Bank of Boston, as agent dated as of July
                 26, 1996 ("Revolving Credit Agreement).<F3>

           10.2  Amendment No. 1 dated as of August 26, 1996 to the Revolving
                 Credit Agreement.<F4>

           10.3  Amendment No. 2 dated as of September 25, 1996 to the Revolving
                 Credit Agreement.<F4>

           10.4  Amendment No. 3 dated as of October 8, 1996 to the Revolving
                 Credit Agreement.<F4>

           10.5  Sale and Purchase Agreement dated September 27, 1996, by and
                 between Trico Marine Assets, Inc. and Ogden Marine Indonesia,
                 Inc., a wholly-owned subsidiary of OMI, relating to the sale 
                 of the M/V OMS Galveston.<F5>

           10.6  Sale and Purchase Agreement dated September 27, 1996, by and
                 between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
                 Inc., a wholly-owned subsidiary of OMI, relating to the sale of
                 the M/V OMS Kenedy.<F5>

           10.7  Sale and Purchase Agreement dated September 27, 1996, by and
                 between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
                 Inc., a wholly-owned subsidiary of OMI, relating to the sale of
                 the M/V Brazoria.<F5>

           10.8  Sale and Purchase Agreement by and between Ensco Offshore
                 Company and Trico Marine Assets, Inc. dated October 11, 1996
                 relating to Houma, Louisiana docking and maintenance 
                 facility.<F6>

           10.9  Vessel Purchase Agreement dated as of August 1, 1996 among 
                 Trico Marine Assets, Inc. and Kim Susan, Inc., K&B Boat 
                 Rentals, Inc., Fagan Boat Services, Inc.<F7>

           10.10 Sale and Purchase Agreement dated October 28, 1996 by and
                 between Seacor Marine, Inc. and Trico Marine Assets, Inc.
                 relating to the sale of the M/V Boon.

           10.11 Sale and Purchase Agreement dated October 29, 1996 by and
                 between Seacor Marine, Inc. and Trico Marine Assets, Inc.
                 relating to the sale of the M/V Padre Island.

           10.12 Sale and Purchase Agreement dated October 28, 1996 by and
                 between Seacor Marine, Inc. and Trico Marine Assets, Inc.
                 relating to the sale of the M/V Timbalier Island.
           
           11.1  Computation of Earnings Per Share.

           27.1  Financial Data Schedule.

________________
<F1>  Incorporated by reference to the Company's Registration Statement on
      Form 8-A filed with the Commission on April 25, 1996.
<F2>  Incorporated by reference to the Company's Registration Statement on
      Form S-1 (Registraton Statement No. 333-2990).
<F3>  Incorporated by reference to the Company's Form 10-Q for the quarter
      ended June 30, 1996.
<F4>  Incorporated by reference to the Company's Form 8-K dated September 30,
      1996.
<F5>  Incorporated by reference to the Company's Form 8-K dated October 10,
      1996.
<F6>  Incorporated by reference to the Company's Registration Statement on
      Form S-1 (Registration Statement No. 333-14871).

        (b)  Reports on Form 8-K.

             Report on Form 8-K dated Setpember 30, 1996 reporting "Item 2-
             Acquisition or Disposition of Assets and Item 7 - Financial
             Statements and Exhibits."

<PAGE>
                            SIGNATURE

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


                              TRICO MARINE SERVICES, INC.
                              (Registrant)



Date:  November 4, 1996       /s/ KENNETH W. BOURGEOIS
                              ________________________________
                              Kenneth W. Bourgeois
                              Chief Accounting  Officer and duly
                               authorized officer