SECURITIES AND EXCHANGE COMMISSION



Form 10-Q







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)250 North American CourtHouma, 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



As of May 6, 2002, there were 36,261,835 shares outstanding of
the Registrant's Common Stock, par value $.01 per share.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION

TRICO MARINE SERVICES, INC. AND
      SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)(Dollars in thousands, except per share
      amounts)

|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|--------------------------------------------------------------------------------------------- |  |  |  | ----- | -------- | ------- | --------- | -------- | ------------ | ------- | -------
|                                                                                              |  |  |  |       |          |         | March 31, |          | December 31,
|                                                                                              |  |  |  |       |          |         | 2002      |          | 2001        
|ASSETS                                                                                        |  |  |  |      
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Current assets:                                                                               |  |  |  |       |          |         |           |          |              |        
|Cash and cash
      equivalents                                                               |  |  |  |       | $        | 21,057  |           | $        | 31,954      
|Restricted cash                                                                               |  |  |  |       |          |         | 458       |          |              | 670    
|Accounts
      receivable, net                                                                |  |  |  |       |          | 34,989  |           |          | 37,415      
|Prepaid expenses
      and other current assets                                               |  |  |  |       | 5,084    |         |           | 3,865   
|                                                                                              |  |  |  |       |          |         |           |          |             
|Total current assets                                                                          |  |  |  |       |          | 61,588  |           |          | 73,904      
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Property and equipment, at cost:                                                              |  |  |  |       |          |         |           |          |             
|Land and buildings                                                                            |  |  |  |       |          |         | 3,855     |          |              | 3,806  
|Marine vessels                                                                                |  |  |  |       |          |         | 560,205   |          |              | 555,595
|Construction-in-progress                                                                      |  |  |  |       |          | 10,377  |           |          | 7,154       
|Transportation and
      other                                                                |  |  |  |       |          | 4,443   |           |          | 4,429       
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           | 578,880  |              |         | 570,984
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Less accumulated depreciation and
      amortization                                          |  |  |  |       | 128,494  |         |           | 120,927 
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Net property and
      equipment                                                              |  |  |  |       |          | 450,386 |           |          | 450,057     
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Goodwill                                                                                      |  |  |  |       |          |         | 86,877    |          |              | 85,728 
|Deferred income tax                                                                           |  |  |  |       |          |         | 20,063    |          |              | 17,097 
|Other assets                                                                                  |  |  |  |       |          |         | 28,924    |          |              | 28,926 
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|                                                                                              |  |  |  |       |          |         | $         | 647,838  |              | $       | 655,712
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                          |  |  |  |       |          |        
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Current liabilities:                                                                          |  |  |  |       |          |         |           |          |              |        
|Current portion of
      long-term debt                                                       |  |  |  |       | $        | 2,843   |           | $        | 4,540       
|Accounts payable                                                                              |  |  |  |       |          |         | 9,105     |          |              | 9,302  
|Accrued expenses                                                                              |  |  |  |       |          |         | 6,171     |          |              | 5,370  
|Accrued insurance reserve                                                                     |  |  |  | 2,205 |          |         | 1,766    
|Accrued interest                                                                              |  |  |  |       |          |         | 3,999     |          |              | 9,150  
|Income taxes
      payable                                                                    |  |  |  |       |          |         | 708       |          |              | 601    
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Total current liabilities                                                                     |  |  |  |       |          | 25,031  |           |          | 30,729      
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Long-term debt                                                                                |  |  |  |       |          |         | 299,228   |          |              | 300,555
|Deferred income taxes, net                                                                    |  |  |  |       |          | 31,370  |           |          | 30,686      
|Other non-current liabilities                                                                 |  |  |  |       |          | 2,002   |           |          | 2,016       
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Total liabilities                                                                             |  |  |  |       |          |         | 357,631   |          |              | 363,986
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Commitments and contingencies                                                                 |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Stockholders' equity:                                                                         |  |  |  |       |          |         |           |          |              |        
|Preferred stock,
      $.01 par value, 5,000,000 shares authorized, no                        |  |  |  |       |          |        
|shares
      issued at March 31, 2002 and December 31, 2001                                   |  |  |  | -     |          |         | -        
|Common stock, $.01
      par value, 55,000,000 shares authorized,                             |  |  |  |       |          |        
|36,326,367 issued and 36,254,335 outstanding at March 31, 2002                                |  |  |  |       |          |        
|and
      December 31, 2001                                                                   |  |  |  |       |          | 363     |           |          | 363         
|Additional paid-in
      capital                                                              |  |  |  |       |          | 337,283 |           |          | 337,283     
|Retained earnings                                                                             |  |  |  |       |          |         | 12,738    |          |              | 17,531 
|Accumulated other
      comprehensive loss                                                    |  |  |  |       | (60,176) |         |           | (63,450)
|Treasury stock, at
      par value, 72,032 shares                                             |  |  |  |       | (1)      |         |           | (1)     
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|Total stockholders' equity                                                                    |  |  |  |       |          | 290,207 |           |          | 291,726     
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|                                                                                              |  |  |  |       |          |         | $         | 647,838  |              | $       | 655,712
|                                                                                              |  |  |  |       |          |         |           |          |             
|                                                                                              |  |  |  |       |          |         |           |          |              |         |        
|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 per share
      amounts)

|                                         |                                                                                               |  |  |  |            |         |         | Three Months Ended
|---------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  | ---------- | ------- | ------- | ------------------
|                                         |                                                                                               |  |  |  |            |         |         | March 31,         
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Revenues:                                |                                                                                               |  |  |  |            |         |         |                   
|                                         | Charter hire                                                                                  |  |  |  |            |         | $       | 32,081            
|                                         | Other vessel income                                                                           |  |  |  |            |         |         | 27                
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         | Total revenues                                                                                |  |  |  |            |         |         | 32,108            
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Operating expenses:                      |                                                                                               |  |  |  |            |         |         |                   
|                                         | Direct vessel operating expenses and other                                                    |  |  |  | 19,340     |         |         | 19,329            
|                                         | General and administrative                                                                    |  |  |  |            | 3,534   |         |                   
|                                         | Gain on sale of assets                                                                        |  |  |  |            |         |         | (508)             
|                                         | Amortization of marine inspection costs                                                       |  |  |  | 2,690      |         |         | 3,213             
|                                         | Depreciation and amortization expense                                                         |  |  |  | 7,396      |         |         | 8,312             
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         | Total operating
      expenses                                                                |  |  |  |            | 32,452  |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Operating income (loss)                  |                                                                                               |  |  |  |            |         | (344)   |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Interest expense                         |                                                                                               |  |  |  |            | 6,067   |         |                   
|Amortization of deferred financing costs |                                                                                               |  |  |  | 348        |         |         | 337               
|Other expense (income), net              |                                                                                               |  |  |  | 488        |         |         | (147)             
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Income (loss) before income taxes        |                                                                                               |  |  |  | (7,247)    |         |         | 2,963             
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Income tax expense (benefit)             |                                                                                               |  |  |  |            | (2,454) |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Net income (loss)                        |                                                                                               |  |  |  |            | $       | (4,793) |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Basic earnings per common share:         |                                                                                               |  |  |  |            |         |         |                   
|                                         | Net income (loss)                                                                             |  |  |  |            |         | $       | (0.13)            
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         | Average common shares outstanding                                                             |  |  |  | 36,254,335 |         |         | 36,246,341        
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|Diluted earnings per common share:       |                                                                                               |  |  |  |            |         |         |                   
|                                         | Net income (loss)                                                                             |  |  |  |            |         | $       | (0.13)            
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         | Average common shares outstanding                                                             |  |  |  | 36,254,335 |         |         | 36,946,069        
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         |                                                                                               |  |  |  |            |         |         |                   
|                                         | 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)

|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|--------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  | -------- | ------- | ------- | ------- | ------- | ------- | ------------------ | ----- | ------ | -----
|                                                                                              |                                                           |  |          |         |         |         |         |         | Three Months Ended
|                                                                                              |                                                           |  |          |         |         |         |         |         | March 31,         
|                                                                                              |                                                           |  |          |         |         |         |         |        
|                                                                                              |                                                           |  |          |         |         |         |         |         | 2002               |       |        | 2001 
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Net income (loss)                                                                             |                                                           |  |          |         |         | $       | (4,793) |         | $                  | 1,963
|Adjustments to reconcile net income (loss) to net cash
      provided                         |                                                           |  |          |         |        
|by (used in) operating activities:                                                            |                                                           |  |          |         |         |         |         |        
|                                                                                              | Depreciation and amortization expense                     |  |          | 10,416  |         |         | 11,832 
|                                                                                              | Deferred marine inspection costs                          |  |          |         |         | (2,366) |         |         | (4,050)           
|                                                                                              | Deferred income taxes                                     |  |          |         |         |         | (2,697) |         |                    | 894  
|                                                                                              | Gain on sales of asset                                    |  |          |         |         |         | (508)   |         |                    | (568)
|                                                                                              | Provision for doubtful accounts                           |  |          |         |         | 30      |         |         | 30                
|Changes in operating assets and liabilities:                                                  |                                                           |  |          |         |         |         |        
|                                                                                              | Restricted cash                                           |  |          |         |         |         |         | 225     |                    |       | 112   
|                                                                                              | Accounts receivable                                       |  |          |         |         |         |         | 2,532   |                    |       | 2,256 
|                                                                                              | Prepaid expenses and other current assets                 |  |          |         | (1,174) |         |         | (1,789)
|                                                                                              | Accounts payable and accrued expenses                     |  |          |         | (4,114) |         |         | (3,063)
|                                                                                              | Other, net                                                |  |          |         |         |         |         | (843)   |                    |       | 331   
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              | Net cash provided by (used in)
      operating activities |  |          | (3,292) |         |         | 7,948  
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Cash flows from investing activities:                                                         |                                                           |  |          |         |         |         |         |         |                   
|                                                                                              | Purchases of property and equipment                       |  |          |         | (4,884) |         |         | (1,827)
|                                                                                              | Proceeds from sale of assets                              |  |          |         | 752     |         |         | 875    
|                                                                                              | Other                                                     |  |          |         |         |         |         |         | (37)               |       |        | (282)
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              | Net cash used in investing
      activities               |  |          |         | (4,169) |         |         | (1,234)
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Cash flows from financing activities:                                                         |                                                           |  |          |         |         |         |         |         |                   
|                                                                                              | Proceeds from issuance of common stock, net of expenses   |  | -        |         |         | 32     
|                                                                                              | Repayment of long-term debt                               |  |          |         |         | (3,476) |         |         | (6,038)           
|                                                                                              | Deferred financing costs and other                        |  |          |         |         | -       |         |         | (5)               
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              | Net cash used in financing
      activities               |  |          |         |         | (3,476) |         |         | (6,011)           
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Effect of exchange rate changes on cash and cash
      equivalents                            |                                                           |  | 40       |         |         | (104)  
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Net increase (decrease) in cash and cash equivalents                                          |                                                           |  | (10,897) |         |         | 599    
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Cash and cash equivalents at beginning of period                                              |                                                           |  |          | 31,954  |         |         | 18,094 
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Cash and cash equivalents at end of period                                                    |                                                           |  |          | $       | 21,057  |         | $       | 18,693 
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|Supplemental information:                                                                     |                                                           |  |          |         |         |         |         |         |                   
|                                                                                              | Income taxes paid                                         |  |          |         |         |         | $       | 97      |                    | $     | 24    
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              | Interest paid                                             |  |          |         |         |         | $       | 11,410  |                    | $     | 11,825
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|                                                                                              |                                                           |  |          |         |         |         |         |         |                    |       |        |      
|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)

| |                                                                                               |  |  |       |  |   |         | Three Months Ended |      |       |        
| | --------------------------------------------------------------------------------------------- |  |  | ----- |  | - | ------- | ------------------ | ---- | ----- | -------
| |                                                                                               |  |  |       |  |   |         | March 31,          |      |       |        
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| |                                                                                               |  |  |       |  |   |         |                    | 2002 |       |        
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| | Net income (loss)                                                                             |  |  |       |  | $ | (4,793) |                    | $    | 1,963 |        
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| | Other comprehensive income (loss), net of tax:                                                |  |  |       |  |   |         |                    |      |       |        
| | Foreign currency translation adjustments                                                      |  |  | 3,274 |  |   | (6,357) |                    |      |      
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| | Comprehensive loss                                                                            |  |  |       |  |   | $       | (1,519)            |      | $     | (4,394)
| |                                                                                               |  |  |       |  |   |         |                    |      |       |        
| | 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 months ended
March 31, 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 net income, 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 March 31, 2002 |                      | Three Months Ended March 31, 2001
|----------------------------------------------------------------------- | --------------------------------- | -------------------- | ---------------------------------
|                                                                        |                                   |                      |                                  
|                                                                        | Loss (Numerator)                  | Shares (Denominator) | Per-share Amount                 
|                                                                        |                                   |                      |                                  
|Net income (loss)                                                       | $ (4,793)                         |                      |                                  
|                                                                        |                                   |                      |                                  
|Basic earnings per share                                                |                                   |                      |                                  
|Income (loss) available to common shareholders                          | (4,793)                           | 36,254,335           | $(0.13)                          
|                                                                        |                                   |                      |                                  
|Effect of Dilutive Securities                                           |                                   |                      |                                  
|Stock option grants                                                     | -                                 | -                    |                                  
|                                                                        |                                   |                      |                                  
|Diluted earnings per share                                              |                                   |                      |                                  
|Income (loss) available to common shareholders plus assumed conversions | $ (4,793)                         | 36,254,335           | $(0.13)                          
|                                                                        |                                   |                      |                                  



For the three-month period ending March 31, 2002, options to
purchase 2,110,468 shares of common stock 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 months
ended March 31, 2001 options to purchase 348,678 shares of common stock at
prices ranging from $17.75 to $23.13 were not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of common shares during the period.

3.     Income Taxes:

The Company's effective income tax rates for the
  three-month periods ended March 31, 2002 and March 31, 2001 were 34%. 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
those vessels which 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. Segment data as of and for the three-months
ended March 31, 2002 and 2001 are as follows:



|March 31, 2002                   | U.S.    | North Sea | Other  | Totals 
|-------------------------------- | ------- | --------- | ------ | -------
|                                 |         |           |        |        
|Revenues from external customers | $       | 13,329    | $      | 15,164 
|Intersegment revenues            | 36      | ---       | ---    | 36     
|Segment net income (loss)        | (6,158) | 1,716     | (351)  | (4,793)
|Segment total assets             | 531,749 | 345,552   | 56,692 | 933,993
|                                 |         |           |        |        



|March 31, 2001                   | U.S.    | North Sea | Other  | Totals 
|-------------------------------- | ------- | --------- | ------ | -------
|                                 |        
|Revenues from external customers | $       | 25,236    | $      | 15,122 
|Intersegment revenues            | 36      | ---       | ---    | 36     
|Segment net income (loss)        | 395     | 1,791     | (223)  | 1,963  
|Segment total assets             | 566,372 | 333,766   | 41,392 | 941,530



A reconciliation of segment data to consolidated data as of
March 31, 2002 and 2001 is as follows:

|                                                                                                         | 2002     | 2001    
|-------------------------------------------------------------------------------------------------------- | -------- | --------
|Revenues                                                                                                 |          |         
|Total revenues from external customers and intersegment
      revenues
          for reportable segments | $ 32,144 | $ 43,313
|Elimination of intersegment revenues                                                                     | (36)     | (36)    
|                                                                                                         |          |         
|Total consolidated revenues                                                                              | $ 32,108 | $ 43,277
|                                                                                                         |          |         



|Assets                                    |           |          
|----------------------------------------- | --------- | ---------
|Total assets for reportable segments      | $ 933,993 | $ 941,530
|Elimination of intersegment receivables   | (4,931)   | (4,417)  
|Elimination of investment in subsidiaries | (281,224) | (281,178)
|                                          |           |          
|Total consolidated assets                 | $ 647,838 | $ 655,935
|                                          |           |          

5.     Sale of Crewboats:

In February 2002, the Company sold one of its crewboats for
$725,000 and recognized a gain of approximately $496,000 from the sale. In March
2001, the Company sold one of its crewboats for $875,000, and recognized a gain
of approximately $568,000 in connection with that sale. The proceeds from both
sales were used for working capital.

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. 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. As of March 31, 2002, goodwill
  increased by $1,149,000 from its value at December 31, 2001 due to an increase
  in the foreign exchange rate of the Norwegian Kroner.

Since SFAS No. 142 was adopted at January 1, 2002, the
  Company no longer amortizes goodwill. Amortization of goodwill for the three
  months ended March 31, 2001 was $660,000. Had the Company not amortized
  goodwill for the three months ended March 31, 2001, net income would have been
  $2,623,000, basic earnings per share would have been $.07, and diluted
  earnings per share would have been $.07. As of March 31, 2002 the Company had
  not completed its first goodwill impairment test, but does not believe the
  implementation of SFAS No. 142 will have a material impact on the Company's
  cash flow or financial condition. However, a change in the fair value of any
  of the Company's significant subsidiaries, which is based on estimates of
  future cash flows and other matters, could materially change this preliminary
  determination.

In June 2001, the Financial Accounting Standards Board
  issued SFAS No. 143, "Accounting for Asset Retirement Obligations"
  which requires companies to record the fair value of a liability for an asset
  retirement obligation in the period in which it is incurred and a
  corresponding increase in the carrying amount of the related asset. SFAS No.
  143 is effective for fiscal years beginning after June 15, 2002. The adoption
  of 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 June 2001, the Accounting Standards Executive Committee
  of the AICPA issued an exposure draft of a

6.     New Accounting Standards, continued:

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. This SOP is effective for financial
  statements for fiscal years beginning after June 15, 2002, with earlier
  application encouraged. This proposed SOP is subject to change. However, if
  this proposed SOP is adopted in its current form, the Company will have to
  write-off its net capitalized deferred marine inspection costs, which totaled
  $17,786,000 at March 31, 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.

In April 2002, the Company entered into an agreement for the
bareboat charter of three of its line handling vessels. The agreement will be
classified as a sales-type lease and therefore the Company will account for the
transaction as a sale. The selling price of the three vessels will be recorded
at approximately $1,156,000 and the Company will recognize a loss of
approximately $103,000 on the sales.

8.    Separate Financial Statements for Subsidiary Guarantors:

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



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 first quarter ended March 31, 2002 were
$32.1 million, a decrease of 25.8% compared to the $43.3 million in revenues for
the first quarter of 2001. Beginning in the third quarter of 2001, and
continuing through the first quarter of 2002, we experienced decreased
utilization and day rates for our Gulf fleet due to lower oil and gas prices
which existed in 2001 and early 2002 and which resulted in decreased offshore
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 March 31,
|-------------------------------- | ----------------------------
|                                 |                             
|Average Day Rates:               |                             
|Supply                           |                             
|Supply /Anchor Handling (N. Sea) |                             
|Crew/line handling               |                             
|                                 |                             
|Utilization:                     |                             
|Supply                           |                             
|Supply /Anchor Handling (N. Sea) |                             
|Crew/line handling               |                             
|                                 |                             
|Average no. of Vessels:          |                             
|Supply                           |                             
|Supply /Anchor Handling (N. Sea) |                             
|Crew/line handling               |                             
|                                 |                             

Supply boat day rates in the Gulf for the first quarter of
2002 decreased 8.8% to $6,050, compared to $6,631 for the first quarter of 2001.
The utilization rate for the Gulf supply boats decreased to 53% for the first
quarter of 2002, compared to 73% for the year-ago period, due to the decrease in
offshore drilling activity.

Day rates for our North Sea vessels averaged $10,443 for the
first quarter of 2002, compared to $10,389 for the first quarter of 2001.
Utilization was 89% for both the first quarter of 2001 and 2002.

Day rates for our crew boats and line handling vessels
averaged $2,729 for the first quarter of 2002, which was flat with the $2,723
average rate for the first quarter of 2001. However, utilization for the crew
boats and line handling vessels decreased to 67% for the first quarter of 2002,
compared to 89% for the comparable 2001 period, due to the decrease in offshore
drilling activity in the Gulf.

During the first quarter of 2002, direct vessel operating
expenses increased to $19.3 million (60.2% of revenues) compared to $19.2
million (44.3% of revenues) for the first quarter of 2001. Vessel operating
expenses increased as a percentage of revenue in the 2002 first quarter compared
to the prior year because of the decrease in the utilization and average day
rates for our Gulf fleet.

Depreciation and amortization expense decreased to $7.4
million for the first quarter 2002 from $8.3 million for the year-ago period.
This decrease was due to the implementation of SFAS No. 142 in January 2002,
which requires that we no longer amortize goodwill, and the non-cash charge of
$24.3 million, before taxes, that we recorded in the third quarter of 2001 for
the write-down of eight vessels. 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
$2.7 million for the quarter ended March 31, 2002, from $3.2 million in the
comparable 2001 period, due principally to decreased dry-docking and marine
inspection costs.

Our general and administrative expenses increased to $3.5
million in the first quarter of 2002 compared to $3.1 million for the 2001 first
quarter due to increases in salaries, benefits and professional fees. General
and administrative expenses increased as a percentage of revenues to 11.0% in
the 2002 first quarter from 7.2%, due to the decrease in the utilization and day
rates for our Gulf fleet.

Interest expense decreased to $6.1 million for the first
quarter of 2002 from $6.7 million for the first quarter of 2001 due to the
reduction of our debt.

In the first quarter of 2002, we had an income tax benefit of
$2.5 million compared to an income tax expense of $1.0 million in the 2001
period. Our effective income tax rate for the three-month period ended March 31,
2002 was 33.9%. The variance from our statutory rate is due to income
contributed by our Norwegian operations, for which deferred income taxes are
provided at the Norwegian statutory rate of 28%, due to our 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 and acquire, maintain or improve equipment. During the
three month period ended March 31, 2002, $3.3 million in funds were used in
operating activities, net of $2.4 million of dry-docking and vessel inspection
costs, compared to $7.9 million in funds provided by operating activities, net
of $4.1 million of dry-docking and vessel inspection costs, for the comparable
period in 2001. This decrease in cash generated by operating activities is due
to the decrease in revenues resulting from the decrease in the utilization and
average day rates for our Gulf fleet. During the first quarter of 2002, $4.2
million were used in investing activities, primarily due to $4.9 million of
capital expenditures, offset in part by $725,000 from the sale of a crew boat.
This compares to the first quarter of the prior year when we used $1.2 million
in investing activities due to $1.8 million of capital expenditures, partially
offset by the proceeds from the sale of a crew boat for $875,000. During the
first quarter of 2002, $3.5 million of funds were used in financing activities
due to a reduction of our debt, compared to $6.0 million in funds used in
financing activities in the first quarter of 2001 for the reduction of debt.

We currently have outstanding approximately $247.9 million in
81⁄2% senior notes due 2005. The senior notes are unsecured and are required to
be guaranteed by all of our significant subsidiaries. The senior notes may be
prepaid, at our option, in whole or in part, at a redemption price equal to
104.25% plus accrued and unpaid interest, with the redemption price declining
ratably on August 1, 2002 and each of the succeeding two years. The indenture
governing the senior notes contains certain covenants that, among other things,
prevent us from incurring additional debt, paying dividends or making other
distributions, unless our ratio of cash flow to interest expense is at least
2.25 to 1, except that we may incur additional debt under our credit facility up
to a maximum aggregate amount of $65 million. The indenture also contains
covenants that restrict our ability to create certain liens, sell assets, or
enter into certain mergers or acquisitions.

We currently have outstanding approximately $5.6 million of
eight year United States Government Guaranteed Ship Financing Bonds, SWATH
Series I, at an interest rate of 6.08% per annum. These bonds were issued in
April 1998, in principal amount of $10 million and are due in 16 semi-annual
installments of principal and interest. The bonds are secured by a first
preferred ship mortgage on the Company's SWATH vessel and by an assignment of
the charter contract that the vessel commenced upon its completion.

We also have outstanding approximately $15.1 million of 15
year United States Government Guaranteed Ship Financing Bonds at an interest
rate of 6.11% per annum. These bonds were issued in April 1999, in principal
amount of $18.9 million and are due in 30 semi-annual installments of principal
and interest. The bonds are secured by first preferred ship mortgages on two
platform supply vessels.

We maintain two primary bank credit facilities. One bank
credit facility 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 June 30, 2003 and bear interest at a Eurocurrency rate
plus a margin that depends on our leverage ratio. As of May 7, 2002, we had $2.5
million in stand-by letters of credit outstanding under the bank credit facility
and no outstanding borrowings. The stand-by letters of credit are used to secure
temporary import bonds as required to import vessels into certain foreign
locations. The bank credit facility requires us to maintain certain 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 some limitations on the ability of our
subsidiaries to make distributions to us, it expressly permits distributions to
us by our significant subsidiaries for scheduled principal and interest payments
on the senior notes.

We also maintain a revolving credit facility payable in
Norwegian Kroner (NOK). As of March 31, 2002, we had NOK 215.0 million ($24.3
million) of debt outstanding under a revolving credit facility which had a total
commitment available of NOK 350 million ($39.5 million). In April 2002, we
replaced this facility with a new revolving credit facility in the amount of NOK
800 million ($90.4 million). The commitment amount for this bank facility
reduces by NOK 40 million ($4.5 million) every six months, beginning March 2003,
with the NOK 280 million ($31.6 million) balance of the commitment to expire in
September 30, 2009. As of May 7, 2002, we had NOK 235.0 million ($26.5 million)
of debt outstanding under the new facility. We also have a term loan in the
amount of NOK 65.0 million ($7.3 million). The commitment amount for this loan
is reduced by NOK 12.5 million ($1.4 million) every six months with the balance
of the commitment to expire June 2003. As of May 7, 2002, several principal
payments required by this loan had been prepaid; therefore, the entire balance
of this loan is not due until maturity in June 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
7.5% as of March 31, 2002. These facilities are collateralized by mortgages on
certain of our North Sea vessels. These credit facilities contain covenants that
require that our North Sea operating unit maintain certain financial ratios and
limits its ability to create liens, or merge or consolidate with other

In June 2001 we signed definitive agreements to acquire two
279-foot PSVs for a cost of approximately NOK 390.7 million ($44.1 million). 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 June and September 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 155-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 and the first
quarter of 2003. Payment terms on the new crew boats call for progress payments
throughout the construction period. As of March 31, 2002, we had paid
approximately $10.1 million of the construction costs for the five vessels.
Expenditures for these vessels are expected to total approximately $49.3 million
during the balance of 2002, including subsequent changes and modifications to
the original contracts and other capitalized costs.

The following table summarizes, as of April 30, 2002, our
contractual commitments related to debt, leases and other arrangements during
the next five years (in thousands).

|Description         | 2002     | 2003     | 2004    | 2005     | 2006    | Thereafter
|------------------- | -------- | -------- | ------- | -------- | ------- | ----------
|                    |          |          |         |          |         |           
|Long Term Debt      | $ 1,589  | $ 10,186 | $ 2,508 | $250,368 | $ 2,508 | $ 35,981  
|Operating Leases    | 194      | 131      | 101     | 26       | --      | --        
|Vessel Construction | 44,061   | 729      | --      | --       | --      | --        
|                    |          |          |         |          |         |           
|Total               | $ 45,844 | $ 11,046 | $ 2,609 | $250,394 | $ 2,508 | $ 35,981  

We believe that cash on hand and 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, our cash generated from operations is dependent upon 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. A prolonged decline in offshore
industry activity would affect our cash generated from operations, and may also
affect our ability to meet certain financial ratios that are required under our
bank credit facilities, which could result in a reduction in our borrowing
capability. We intend to continue to position ourselves to pursue acquisitions
and to selectively build new vessels that enhance our capabilities and enable us
to enter new market areas. Depending upon the size of those investments, we also
may require additional equity or debt financing. We can give no assurances
regarding the availability or terms of any possible transactions and the related
debt and equity financing.

NEW ACCOUNTING STANDARDS

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. 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. As of March 31, 2002, goodwill increased by $1,149,000 from its value at
December 31, 2001 due to an increase in the foreign exchange rate of the
Norwegian Kroner.

Since SFAS No. 142 was adopted at January 1, 2002, the
Company no longer amortizes goodwill. Amortization of goodwill for the three
months ended March 31, 2001 was $660,000. As of March 31, 2002 the Company had
not performed its first goodwill impairment test, but does not believe the
implementation of SFAS No. 142 will have a material impact on the Company's
cash flow or financial condition. However, a change in the fair value of any of
the Company's significant subsidiaries, which is based on estimate of future
cash flows and other matters, could materially change this preliminary
determination.

In June 2001, the Financial Accounting Standards Board issued
SFAS No. 143, "Accounting for Asset Retirement Obligations" which
requires companies to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The adoption of 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 June 2001, the Accounting Standards Executive Committee of
the AICPA 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. This SOP is effective for financial
statements for fiscal years beginning after June 15, 2002, with earlier
application encouraged. This proposed SOP is subject to change. However, if this
proposed SOP is adopted in its current form, the Company will have to write-off
its net capitalized deferred marine inspection costs, which totaled $17,786,000
at March 31, 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.





PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



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|(b) Reports on Form 8-K:
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> 

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.By: /s/
KENNETH W. BOURGEOISDate: May 14, 2002
    
Kenneth W. Bourgeois
Chief Accounting Officer and duly authorized officer