FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT


     THIS  FIRST  AMENDMENT  TO  THIRD  AMENDED  AND  RESTATED REVOLVING CREDIT
AGREEMENT  (hereinafter  called  this  "Amendment")  is  entered into effective
as  of  September  30,  1999,  among  (a) TRICO MARINE OPERATORS, INC. ("Marine
Operators"),  a   Louisiana  corporation,  TRICO  MARINE  ASSETS, INC. ("Marine
Assets"),  a  Delaware  corporation (each of Marine Operators and Marine Assets
a "Borrower" and, collectively "Borrowers"), (b) TRICO MARINE  SERVICES,   INC.
(the "Parent"), a Delaware corporation, (c) the financial  institutions  listed
on SCHEDULE 1.1  of  the  Agreement  (hereinafter  described)  and  such  other
financial institutions as may become parties to the Agreement from time to time
(individually  a "Bank"  and collectively the "Banks"), (d)  WELLS FARGO  BANK,
N.A., as issuing bank (the "Issuing Bank"),  and  (e) WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, as administrative agent for  itself,   the   Issuing Bank
and   such  financial  institutions  (the "Administrative Agent"),  CHRISTIANIA
BANK OG KREDITKASSE ASA, New York Branch, as documentation agent for itself and
such  financial institutions  (the  "Documentation  Agent")  (collectively  the
"Agents" and/or "Arrangers").

                             W I T N E S S E T H:

     WHEREAS,  the  Borrowers,  the  Parent,  the  Banks, the Issuing Bank, the
Documentation Agent and the Administrative Agent entered  into  a Third Amended
and Restated Revolving Credit Agreement dated as of July 19, 1999  (hereinafter
called the "Agreement"), whereby, upon the terms and conditions therein stated,
the Banks  and  the  Issuing  Bank  agreed to make available to the Borrowers a
credit facility upon the terms and  conditions  set  forth  in  the  Agreement;
and

     WHEREAS,  the  Company  has requested that the Banks, the Issuing Bank and
the Agents agree to certain amendments to the Agreement;

     NOW, THEREFORE, for and in  consideration  of  the  mutual  covenants  and
agreements  herein  contained,  the  parties  to this Amendment hereby agree as
follows:

     SECTION 1.  TERMS DEFINED IN AGREEMENT.  As used in this Amendment, except
as may otherwise be provided herein, all capitalized terms which are defined in
the Agreement shall have the same meaning herein  as therein, all of such terms
and their definitions being incorporated herein by reference.

     SECTION 2.  AMENDMENTS TO AGREEMENT.  The Agreement  hereby  is amended as
follows:

           (a)  The definition of "Pricing Grid" hereby is amended by  deleting
from the last  row  (labeled  "Level  VII")  of   the   third  column  (labeled
"Eurocurrency Rate Loan (bps)")  the  number  "275.0"  and  inserting  in  lieu
thereof the number "325.0."

           (b)  SECTION  10.1  of  the  Agreement hereby is amended by deleting
the table therefrom and inserting the following table in lieu thereof:

<TABLE>
<CAPTION>

               PERIOD                             MINIMUM RATIO
      <S>                                           <C>

      9/30/99 through 12/30/99                      0.60:1.00

      12/31/99 through 3/30/00                      1.00:1.00

      3/31/00 through 12/30/00                      1.20:1.00

       12/31/00 and thereafter                      1.35:1.00
</TABLE>


           (c)  SECTION 10.2  of  the  Agreement  hereby is amended by deleting
from the first row (labeled "9/30/99 through 12/30/99") of  the  second  column
(labeled "Maximum Ratio")  the  ratio "8.75:1.00" and inserting in lieu thereof
the ratio "12.00:1.00."

SECTION 3. CONDITIONS OF EFFECTIVENESS.

           (a)  The Administrative Agent, the  Issuing  Bank and the Banks have
relied upon the representations and warranties in this Amendment in agreeing to
the  amendments  to the Agreement set forth herein and the  amendments  to  the
Agreement set forth  herein are conditioned upon and subject to the accuracy of
each and every representation  and  warranty  of  each of the Borrowers and the
Parent made or referred to herein, and performance by each of the Borrowers and
the Parent of its obligations to be performed under  the Agreement on or before
the date of this Amendment (except to the extent amended herein).

           (b)  The amendments to the Agreement set forth  herein  are  further
conditioned  upon  receipt  by  the Administrative Agent of certificates of the
Secretary or Assistant Secretary  of  each  of  the  Borrowers  and  the Parent
certifying  those  certain  resolutions  of  each respective Board of Directors
delivered  to  the  Banks as of July 19, 1999 in  connection  with  the  Credit
Agreement have not been amended, rescinded or revoked and are in full force and
effect as of the date hereof.

           (c)  The amendments  to  the  Agreement set forth herein are further
conditioned upon the Borrowers having paid  to  each  of  the  Banks  that have
approved  the terms of this Amendment an amendment fee equal to the product  of
twenty-five basis points multiplied by such Bank=s Commitment.

           (d)  The  amendments  to  the Agreement set forth herein are further
conditioned upon the Borrowers having  paid  all  accrued and unpaid legal fees
and expenses referred to in SECTION 16 of the Agreement and SECTION 7 hereof.

           (e)  The amendments to the Agreement set  forth  herein  are further
conditioned upon the Borrowers having delivered to the Administrative  Agent an
original  executed copy of that certain Consent to Assignment of Charter  dated
as of July  19,  1999  by  and among Trico Marine Assets, Inc. and Trico Marine
Operators, Inc.

           (f) The amendments  to  the  Agreement  set forth herein are further
conditioned upon the Borrowers having delivered to the  Administrative  Agent a
favorable opinion addressed to the Banks and the Administrative Agent, dated as
of  even  date hereof, in form and substance satisfactory to the Banks and  the
Administrative  Agent,  from:  Jones,  Walker,  Waechter,  Poitevent, Carrere &
Denegre, L.L.P., counsel to the Borrowers and the Parent.

     SECTION  4.  REPRESENTATIONS AND WARRANTIES OF THE BORROWERS  AND  PARENT.
The Borrowers and  Parent  jointly  and  severally represent and warrant to the
Administrative Agent, the Issuing Bank and  each Bank, with full knowledge that
the Administrative Agent, the Issuing Bank and  each  Bank  is  relying  on the
following  representations  and  warranties  in  executing  this  Amendment, as
follows:

           (a)  Each  of the Borrowers and the Parent has corporate  power  and
authority to execute, deliver  and  perform  this  Amendment, and all corporate
action on the part of each of the Borrowers and the  Parent  requisite  for the
due  execution,  delivery  and  performance of this Amendment has been duly and
effectively taken.

           (b)  The  Agreement as  amended  by  this  Amendment  and  the  Loan
Documents  and  each  and  every  other  document  executed  and  delivered  in
connection with this Amendment  to which any of the Borrowers or the Parent, or
any Subsidiary thereof, is a party  constitute  the  legal,  valid  and binding
obligations  of  such  Person  to the extent it is a party thereto, enforceable
against such Person in accordance with its respective terms.

           (c)  This Amendment does  not and will not violate any provisions of
the articles or certificate of incorporation  or bylaws of any of the Borrowers
or the Parent, or any contract, agreement, instrument  or  requirement  of  any
Governmental  Authority  to which any such Person is subject.  The execution of
this Amendment by each of  the  Borrowers and the Parent will not result in the
creation or imposition of any lien  upon any properties of any of the Borrowers
or the Parent, other than those permitted by the Agreement and this Amendment.

           (d)  The  execution,  delivery   and  performance  by  each  of  the
Borrowers  and  the Parent of this Amendment do  not  require  the  consent  or
approval of any other  Person,  including,  without  limitation, any regulatory
authority or governmental body of the United States of  America  or  any  state
thereof  or  any  political  subdivision of the United States of America or any
state thereof.

           (e)  The quarterly  unaudited  consolidated  balance  sheet  of  the
Parent  and  the  Borrowers  as  of  June  30,  1999,  the related consolidated
statements of earnings, capital accounts, and cash flows  for  the quarter then
ended which have been furnished to the Administrative Agent, the  Issuing  Bank
and  the  Banks,  fairly  present the financial condition of the Parent and the
Borrowers as at such date and  the  results of the operations of the Parent and
the  Borrowers for the periods ended on  such  date,  all  in  accordance  with
generally  accepted  accounting  principles  applied on a consistent basis, and
since June 30, 1999 there has been no material adverse change in such condition
or operations.

           (f)  Each of the Borrowers and the Parent has performed and complied
with all agreements and conditions contained in  the  Agreement  required to be
performed  or  complied  with  by each such Person prior to or at the  time  of
delivery of this Amendment.

           (g)  No Default or Event of Default exists and, after  giving effect
to this Amendment, no Default or Event of Default will exist  and  all  of  the
representations  and  warranties contained in the Agreement and all instruments
and documents executed  pursuant  thereto  or contemplated thereby are true and
correct in all material respects on and as of this date.

           (h)  Nothing in this Section 4 of  this  Amendment  is  intended  to
amend any of the representations or warranties contained in the Agreement or of
the  Loan  Documents  to  which  any  of  the  Borrowers  or  the Parent or any
Subsidiary thereof is a party.

     SECTION 5.  REFERENCE TO AND EFFECT ON THE AGREEMENT.

           (a)  Upon the effectiveness of Sections 1 and 2 hereof, on and after
the    date    hereof,    each    reference   in   the   Agreement   to   "this
Agreement", "hereunder",  "hereof", "herein",  or words of  like  import, shall
mean and be a reference to the Agreement as amended hereby.

           (b)  Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.

     SECTION 6.  NO WAIVER.  Except as specifically amended hereby, each of the
Borrowers and the Parent agrees that no  Event  of  Default  and no Default has
been   waived   or  remedied  by  the  execution  of  this  Amendment  by   the
Administrative Agent,  the  Issuing  Bank and the Banks and any such Default or
Event or Default heretofore arising and  currently  continuing  shall  continue
after the execution and delivery hereof.

     SECTION  7.   COST,  EXPENSES  AND  TAXES.   Each of the Borrowers and the
Parent  agrees  to  pay  on demand all reasonable costs  and  expenses  of  the
Administrative Agent, the  Issuing  Bank  and  the Banks in connection with the
preparation, reproduction, execution and delivery  of  this  Amendment  and the
other instruments and documents to be delivered hereunder, including reasonable
attorneys's fees  and  out-of-pocket  expenses of the Administrative Agent, the
Issuing Bank and the Banks.  In addition,  each of the Borrowers and the Parent
shall pay any and all stamp and other taxes  and  fees payable or determined to
be payable in connection with the execution and delivery,  filing  or recording
of  this  Amendment  and  the  other  instruments and documents to be delivered
hereunder, and agrees to save each of the  Administrative  Agent,  the  Issuing
Bank  and  the  Banks  harmless  from  and against any and all liabilities with
respect to or resulting from any delay in  paying or omission to pay such taxes
or fees.

     SECTION 8.  EXTENT OF AMENDMENTS.  Except  as otherwise expressly provided
herein, the Agreement and the other Loan Documents are not amended, modified or
affected by this Amendment.  Each of the Borrowers  and the Parent ratifies and
confirms  that  (i)  except as expressly  amended hereby,  all  of  the  terms,
conditions, covenants,  representations, warranties and all other provisions of
the Agreement remain in full  force  and  effect,  (ii)  each of the other Loan
Documents  are  and  remain in full force and effect in accordance  with  their
respective terms, and (iii) the Collateral is unimpaired by this Amendment.

     SECTION 9.  WAIVERS AND  RELEASE OF CLAIMS.  As  additional  consideration
for the execution, delivery, and  performance of  this Amendment by the parties
hereto and to induce each of the Administrative Agent, the Issuing Bank and the
Banks to enter into this  Amendment,  each  of  the  Borrowers  and  the Parent
represents and  warrants  that none of the Borrowers and the Parent know of any
facts, events, statuses or conditions which, either now or with the passage  of
time or  the giving of notice,  or  both, constitute or will constitute a basis
for any claim or cause of action against any  of  the Administrative Agent, the
Issuing Bank and the Banks or any defense, counterclaim or right of  setoff  to
the payment  or  performance  of  any obligations or indebtedness of any of the
Borrowers or the Parent to any of the Administrative Agent, the Issuing Bank or
the  Banks,  and  in  the  event any such facts, events, statuses or conditions
exist  or  have  existed,  whether   known  or  unknown,  WHETHER  DUE  TO  THE
ADMINISTRATIVE  AGENT'S,  THE  ISSUING BANK'S  OR  ANY  BANK'S,  ANY  OF  THEIR
REPRESENTATIVE'S, AGENT'S, OFFICER'S, DIRECTOR'S, EMPLOYEE'S, SHAREHOLDER'S, OR
SUCCESSOR'S OR ASSIGN'S OWN NEGLIGENCE,  each  of  the Borrowers and the Parent
for  each  of  themselves,  their  respective  Subsidiaries,  their  respective
representatives,  agents,  officers,  directors, employees,  shareholders,  and
successors    and    assigns    (collectively    called    the    "INDEMNIFYING
PARTIES"),  hereby fully, finally, completely, generally and forever  releases,
discharges,  acquits,  and  relinquishes the Administrative Agent,  the Issuing
Bank  and  each  Bank  and  each  of  their respective representatives, agents,
officers,  directors,  employees, shareholders,  and successors   and   assigns
(collectively  called  the   "INDEMNIFIED PARTIES"),  from  any and all claims,
actions, demands, and causes of action of whatever kind or  character,  whether
joint  or  several,  whether known  or  unknown,  WHETHER  DUE  TO  ANY OF  THE
INDEMNIFIED  PARTIES'  OWN NEGLIGENCE,  which may have arisen or accrued  prior
to the date of execution of this Amendment,  for  any and  all  injuries, harm,
damages,  penalties,   costs,   losses,   expenses,   attorneys'  fees,  and/or
liabilities  whatsoever and whenever incurre d or  suffered  by  any  of  them,
including, without limitation,  any claim, demand,  action,  damage, liability,
loss, cost, expense, and/or detriment,  of any kind or character,  growing  out
of or in any way connected with or in any way  resulting from any breach of any
duty  of  loyalty,  fair  dealing,  care, fiduciary  duty, or  any  other duty,
confidence, or  commitment,  undue   influence,  duress,   economic   coercion,
conflict of interest,  negligence, bad faith, violations   of   the   racketeer
influence and  corrupt  organizations  act, intentional or negligent infliction
of distress or harm, tortious interference with contractual relations, tortious
interference  with  corporate  governance  or  prospective  business advantage,
breach  of  contract,  failure  to perform any obligation   under  any  of  the
Loan Documents,  deceptive  trade  practices,   libel,   slander,   conspiracy,
interference  with  business,   usury,   strict   liability, lender  liability,
breach  of warranty or representation, fraud, or any  other claim  or  cause of
action   (herein    being    collectively    referred  to  as "Claims").  IT IS
EXPRESSLY AGREED THAT THE CLAIMS RELEASED HEREBY INCLUDE THOSE ARISING FROM  OR
IN ANY MANNER ATTRIBUTABLE TO THE  NEGLIGENCE  (SOLE,  CONCURRENT, ORDINARY, OR
OTHERWISE), OR OTHER TORTIOUS CONDUCT OF ANY OF THE  INDEMNIFIED PARTIES (other
than  any  claims  arising  solely  out  of  an  Indemnified   Party's  willful
misconduct  or  gross  negligence).   Notwithstanding  any  provision  of  this
Amendment  or any other Loan Document, this Section shall remain  in full force
and effect and  shall  survive the delivery  and  payment  of the  Notes,  this
Amendment  and  the other Loan  Documents  and  the making, extension, renewal,
modification, amendment or restatement of any thereof.

     SECTION 10.   INDEMNIFICATION.   As  additional   consideration   to   the
execution, delivery, and performance of this Amendment  by  the  parties hereto
and to induce the  Administrative  Agent, the Issuing Bank  and  each  Bank  to
enter into this Amendment, the Indemnifying Parties  hereby agree to indemnify,
hold harmless, and defend each of the Indemnified Parties  from and against any
and all Claims of any  nature  or  character,  at law  or in equity,  known  or
unknown, which may have  arisen prior  to  the  date  hereof, or accrued to, or
could  be claimed or asserted by, any third  party  prior  to  the date hereof,
INCLUDING WITHOUT LIMITATION,  ANY  CLAIMS  ARISING  OUT  OF OR  IN ANY  MANNER
ATTRIBUTABLE  TO  THE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY  OR OTHERWISE), OR
OTHER TORTIOUS CONDUCT OF ANY OF THE INDEMNIFIED PARTIES (other than any claims
arising solely out of an   Indemnified   Party's    willful misconduct or gross
negligence).  Notwithstanding  any  provision of this Amendment  or  any  other
Loan Document, this  Section  shall remain  in  full force and effect and shall
survive  the delivery and payment of the Notes, this Agreement  and  the  other
Loan Documents and the making, extension, renewal, modification,  amendment  or
restatement of any thereof.

     SECTION  11.   GRANT  AND AFFIRMATION OF SECURITY INTEREST.  Each  of  the
Borrowers and the Parent hereby  grants  a security interest in and lien on the
Collateral to secure payment and performance  of  the Notes and the obligations
described  in  the  Agreement  and  all documents and instruments  executed  in
connection therewith and, each of the  Borrowers and the Parent hereby confirms
and agrees that any and all liens, security  interests  and  other  security or
Collateral  now  or hereafter held by the Administrative Agent for the  benefit
of, and as representative  of,  the  Issuing Bank and the Banks as security for
payment and performance of the Obligations hereby are renewed and carried forth
to secure payment and performance of all  of  the  Obligations.   The  Security
Documents  are  and  remain legal, valid and binding obligations of the parties
thereto, enforceable in accordance with their respective terms.

     SECTION 12. GUARANTIES.  The  Parent  hereby  consents  to and accepts the
terms  and conditions of this Amendment, agrees to be bound by  the  terms  and
conditions  hereof  and  ratifies  and confirms that its Guaranty, executed and
delivered to the Administrative Agent  for the benefit of and as representative
of  each  of the Issuing Bank and the Banks  on  July  19,  1999,  guaranteeing
payment of the Obligations, is and remains in full force and effect and secures
payment of the Obligations, including, among other things, the Notes.

     SECTION  13.   EXECUTION AND COUNTERPARTS.  This Amendment may be executed
in any number of counterparts  and  by  different  parties  hereto  in separate
counterparts,  each of which when so executed and delivered shall be deemed  to
be an original and all of which taken together shall constitute but one and the
same instrument.   Delivery of an executed counterpart of the signature page of
this Amendment by facsimile  shall  be  equally  as  effective as delivery of a
manually executed counterpart of this Amendment.

     SECTION  14.   GOVERNING LAW.  This Amendment shall  be  governed  by  and
construed in accordance with the laws of the State of Texas.

     SECTION  15.  HEADINGS.  Section  headings  in this Amendment are included
herein for convenience and reference only and shall  not  constitute  a part of
this Amendment for any other purpose.

     SECTION 16.  ARBITRATION.  The parties agree to be bound by the terms  and
provisions  of  the  arbitration  provisions  set  forth  in  Section 33 of the
Agreement.

     SECTION  17.   NO  ORAL  AGREEMENTS.   THE AGREEMENT (AS AMENDED  BY  THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT  THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF  PRIOR,  CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     IN  WITNESS WHEREOF, the parties hereto have caused this Amendment  to  be
executed by their respective officers thereunto duly authorized.



                                                  TRICO MARINE OPERATORS, INC, a
                                                  Louisiana corporation



                                                  By___________________________
                                                  Name:
                                                  Title:

                                                  TRICO MARINE ASSETS, INC., a
                                                  Delaware corporation



                                                  By___________________________
                                                  Name:
                                                  Title:

                                                  TRICO MARINE SERVICES, INC, a
                                                  Delaware corporation



                                                  By___________________________
                                                  Name:
                                                  Title:


                    [SIGNATURES CONTINUE ON FOLLOWING PAGE]




                                                  WELLS FARGO BANK (TEXAS),
                                                  NATIONAL  ASSOCIATION,
                                                  individually and as
                                                  Administrative Agent


                                                  By___________________________
                                                  Name:
                                                  Title:

                                                  WELLS FARGO BANK, N.A., as
                                                  Issuing Bank


                                                  By___________________________
                                                  Name:
                                                  Title:



                    [SIGNATURES CONTINUE ON FOLLOWING PAGE]



                                                  CHRISTIANIA BANK OG
                                                  KREDITKASSE ASA, NEW YORK
                                                  BRANCH, individually and as
                                                  Documentation Agent


                                                  By___________________________
                                                  Name:
                                                  Title:

                                                  By___________________________
                                                  Name:
                                                  Title:


                    [SIGNATURES CONTINUE ON FOLLOWING PAGE]


                                                  BANK ONE LOUISIANA, N.A.,
                                                  individually and as
                                                  Syndication Agent


                                                  By___________________________
                                                  Name:
                                                  Title:


                    [SIGNATURES CONTINUE ON FOLLOWING PAGE]



                                                  HIBERNIA NATIONAL BANK




                                                  By___________________________
                                                  Name:
                                                  Title: