SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

                                    Form 10-Q

   (X)    Quarterly Report Pursuant to Section 13  or 15(d) of
              the Securities Exchange Act of 1934
    For the quarterly period ended September 30, 1998

          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
 incorporation or organization)                       Identification No.)
     


          250 North American Court
          Houma, LA                                               70363
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code              (504) 851-3833


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

                           Yes  (X)        No        

As of November 10, 1998 there were 20,376,416  shares  outstanding  of  the
               Registrant's Common Stock, par value $.01 per share


                                  PART I.   FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                           TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS

                                            (Unaudited)

                                     (Dollars in thousands)

<TABLE>
<CAPTION>
    <S>                                                          <C>               <C>
                                                                  September 30,     December 31,
                                                                      1998              1997
                                                                  _____________     ____________
                              ASSETS
     Current assets:
             Cash and cash equivalents                             $   24,435        $   10,940
             Accounts receivable, net                                  31,645            34,519
             Prepaid expenses and other current assets                  2,835             3,486
                                                                  -------------     ------------
                   Total current assets                                58,915            48,945
                                                                  -------------     ------------
     Property and equipment, at cost:
             Land and buildings                                         3,223             2,429
             Marine vessels                                           528,074           480,920
             Construction-in-progress                                  67,731            42,256
             Transportation and other                                   3,429             2,433
                                                                  -------------     ------------
                                                                      602,457           528,038

     Less accumulated depreciation and amortization                    41,576            22,982
                                                                  -------------     ------------
             Net property and equipment                               560,881           505,056
                                                                  -------------     ------------
     Goodwill, net                                                    117,035           118,737
     Other assets                                                      40,931            26,043
                                                                  -------------     ------------
                                                                   $  777,762        $  698,781
                                                                  =============     ============
                  LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
             Current portion of long term debt                     $   14,937        $   12,701
             Accounts payable                                          11,095             9,114
             Accrued expenses                                           9,903            10,012
             Accrued interest                                           5,912             5,514
             Income taxes payable                                          20             3,773
                                                                  -------------     ------------
                  Total current liabilities                            41,867            41,114
                                                                  -------------     ------------
     Long-term debt                                                   401,273           359,385
     Deferred income taxes, net                                        45,884            32,561
     Other non-current liabilities                                      2,614             4,221
                                                                  -------------     ------------
                 Total liabilities                                    491,638           437,281
                                                                  -------------     ------------
     Commitments and contingencies

     Stockholders' equity:
            Common stock, $.01 par value, authorized
             40,000,000 shares, issued 20,448,448 and
             20,367,098 shares, outstanding 20,376,416
             and 20,295,066 shares at September 30, 1998
             and December 31, 1997, respectively                          204               204
            Additional paid-in capital                                218,793           218,528
            Retained earnings                                          69,501            45,306
            Accumulated other comprehensive expense                    (2,373)           (2,537)
            Treasury stock, at par value, 72,032 shares                    (1)               (1)
                                                                  -------------     ------------
                 Total stockholders' equity                           286,124           261,500
                                                                  -------------     ------------
                                                                   $  777,762        $  698,781
                                                                  =============     ============
                                                                                   
</TABLE>
                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)



<TABLE>
<CAPTION>
                                                            Three Months Ended          Nine Months Ended
                                                              September 30,               September 30,
                                                          --------------------      -----------------------
                                                           1998         1997           1998          1997
                                                          -------      -------      ----------     --------
    <S>                                                  <C>          <C>          <C>           <C>
     Revenues:
          Charter hire                                    $43,017      $34,094      $  144,789    $ 83,875
          Other vessel income                                  27          -                84           4
                                                          --------     --------     -----------   ---------
                Total revenues                             43,044       34,094         144,873      83,879
                                                          --------     --------     -----------   ---------

     Operating expenses:
          Direct vessel operating expenses and other       19,188       11,235          53,204      28,592
          General  and administrative                       2,738        1,425           7,508       4,157
          Amortization of marine inspection costs           2,452          819           6,182       2,093
                                                          --------     --------     -----------   --------- 

                Total operating expenses                   24,378       13,479          66,894      34,842
                                                          --------     --------     -----------   ---------

     Depreciation and amortization expense                  7,642        3,319          21,986       7,995
                                                          --------     --------     -----------   ---------
     Operating income                                      11,024       17,296          55,993      41,042

     Interest expense                                       7,172        2,163          20,753       3,677
     Amortization of deferred financing costs                 459          109           1,314         144
     Gain on sale of assets, net                             (301)          (2)           (909)       (255)
     Other income, net                                        (99)         (54)           (840)       (134)
                                                          --------     --------     -----------   ---------

     Income before income taxes                             3,793       15,080          35,675      37,610
                                                          --------     --------     -----------   ---------

     Income tax expense                                     1,166        5,279          11,480      13,164
                                                          --------     --------     -----------   ---------

     Net income                                           $ 2,627      $ 9,801         $24,195     $24,446
                                                          ========     ========     ===========   =========




     Basic earnings per common share:
          Net income                                      $  0.13      $  0.63         $  1.19     $  1.57
                                                          ========     ========     ===========   =========

          Average common shares outstanding            20,357,612   15,646,534      20,331,300   15,583,348
                                                       ===========  ===========     ===========  ==========

     Diluted earnings per common share:
          Net income                                      $  0.13      $  0.58         $  1.15     $  1.45
                                                          ========     ========     ===========   =========

          Average common shares outstanding            21,012,249   16,946,275      21,069,094   16,888,569
                                                       ===========  ===========     ===========  ==========

</TABLE>
                 The accompanying notes are an integral part of these
                               consolidated financial

                           TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             (Unaudited)

                                        (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                           September 30,
                                                                  -----------------------------
         
                                                                       1998          1997
                                                                  ------------  ---------------
    <S>                                                           <C>           <C>

     Net income                                                    $   24,195    $   24,446
     Adjustments to reconcile net income to net cash provided
             by operating activities:
             Depreciation and amortization                             29,763        10,232
             Deferred income taxes                                     13,176         8,096
             Gain on sales of assets                                     (909)         (255)
             Provision for doubtful accounts                               90            90
     Changes in operating assets and liabilities:
             Accounts receivable                                        3,268        (9,204)
             Prepaid expenses and other current assets                    715          (246)
             Accounts payable and accrued expenses                     (1,885)        8,534
             Other, net                                                (1,189)         (611)
                                                                  ------------  ---------------
                  Net cash provided by operating activities            67,224        41,082
                                                                  ------------  ---------------
     Cash flows from investing activities:
             Purchases of property and equipment                      (80,581)     (119,545)
             Deferred marine inspection costs                         (22,247)       (8,889)
             Proceeds from sales of assets                              6,874         1,121
             Other                                                     (1,824)         (370)
                                                                  ------------  ---------------
                  Net cash used in investing activities               (97,778)     (127,683)
                                                                  ------------  ---------------
     Cash flows from financing activities:
             Proceeds from issuance of common stock                       265           327
             Proceeds from issuance of long-term debt                 147,957       142,928
             Repayment of long-term debt                             (103,326)      (50,500)
             Deferred financing costs and other                          (820)       (3,693)
                                                                  ------------  ---------------

                  Net cash provided by financing activities            44,076        89,062
                                                                  ------------  ---------------

     Effect of exchange rate changes on cash and cash equivalents         (27)           -
                                                                  ------------  ---------------

     Net increase in cash and cash equivalents                         13,495         2,461

     Cash and cash equivalents at beginning of period                  10,940         1,047
                                                                  ------------  ---------------

     Cash and cash equivalents at end of period                    $   24,435    $    3,508
                                                                  ============  ================

     Supplemental information:
          Income taxes paid                                        $    3,757    $    2,453
                                                                  ============  ================

          Income taxes refunded                                    $        3    $       -
                                                                  ============  ================

          Interest paid                                            $   24,148    $    2,002
                                                                  ============  ================

</TABLE>
                 The accompanying notes are an integral part of these
                               consolidated financial

                          TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                         (Unaudited)

                                    (Dollars in thousands)



<TABLE>
<CAPTION>
                                                           Three Months Ended         Nine Months Ended
                                                              September 30,             September 30,
                                                           -------------------       ------------------
    <S>                                                   <C>         <C>           <C>        <C>
                                                             1998        1997          1998       1997
                                                           --------    -------       -------    -------

     Net Income                                            $ 2,627     $ 9,801       $24,195    $24,446
                                                           --------    -------       -------    -------
     Other comprehensive income, net of tax:
          Foreign currency translation adjustments           4,278         -             164        -
                                                           --------    -------       -------    -------

     Comprehensive income                                  $ 6,905     $ 9,801       $24,359    $24,446
                                                           ========    =======       =======    =======

</TABLE>
                 The accompanying notes are an integral part of these
                               consolidated financial   


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 nine months ended  September
30, 1998 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, 1997.

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.

2.   Bank Credit Agreements:

In March 1998, the Company amended its agreement with its bank lenders (the
"Amended Facility") to remove  certain  subsidiaries as participants in the
agreement, to release a portion of the assets  pledged  as  collateral,  to
reduce  the  interest  rate  and to reduce the commitment fee on the unused
portion of the Amended Facility.   Effective  July  16,  1998,  the Company
reduced  the  total  commitment  available under the Amended Facility  from
$150,000,000 to $100,000,000.

In June 1998, the Company amended  the Saevik Supply bank credit facilities
creating one revolving credit facility in the amount of NOK 650 million, or
$87.8 million (the "Saevik Bank Facility"),  and  a term loan in the amount
of NOK 29.7 million ($4.0 million).  As of September  30, 1998, the Company
had approximately NOK 530 million ($71.6 million) of debt outstanding under
the Saevik Bank Facility and a term loan in the amount  of NOK 26.7 million
($3.6 million).  The Saevik Bank Facility is collateralized  by  a security
interest  in  certain  of  the Company's North Sea vessels, requires Saevik
Supply to maintain certain financial  ratios  and  limits  the  ability  of
Saevik Supply to create liens, or merge or consolidate with other entities.
Amounts  borrowed  under  the  Saevik  Bank Facility bear interest at NIBOR
(Norwegian Interbank Offered Rate) plus  a  margin.  The  weighted  average
interest  rate  for the Saevik Bank Facility was 5.80% as of September  30,
1998.  The commitment amount for the Saevik Bank Facility reduces by NOK 50
million ($6.8 million)  every  six months beginning December 1998, with the
balance of the commitment to expire in June 2003.

3.   Separate Financial Statements For Subsidiary Guarantors:

During 1997, the Company issued  three  Series  of  81/2%  Senior Notes due
2005,  Series  A/B Notes -- $110,000,000, Series C/D Notes --  $100,000,000
and   Series  E/F   Notes  --  $70,000,000 (the "Senior Notes"). The Senior
Notes   are  uncollateralized  and guaranteed by Trico Marine Assets, Inc.,
Trico Marine  Operators, Inc., Trico  Marine  International  Holdings,B.V.,
Saevik Supply ASA and Saevik Shipping  AS  (the  "Subsidiary  Guarantors").
Separate financial statements  of Subsidiary  Guarantors  are  not included
in this report because (a) the Company  is a holding company with no assets
or  operations  other  than  its investments  in  its subsidiaries, (b) the
Subsidiary Guarantors constitute all of the Company's  direct  and indirect
subsidiaries  (other  than insignificant subsidiaries), (c)  the  aggregate
assets,  liabilities,  earnings  and  equity of the Subsidiary   Guarantors
are  substantially  equivalent  to  the   assets, liabilities, earnings and
equity  of  the  Company  on  a  consolidated  basis,  (d)  the  Subsidiary
Guarantors have jointly and severally guaranteed the Company's  obligations
under  the  Notes  on a full and unconditional basis and (e) management has
determined that separate financial  statements  and  disclosures concerning
the Subsidiary  Guarantors  are  not material to investors.

4.      United States Government Guaranteed Ship Financing Bonds:

In April 1998, the Company  issued  $10,000,000  principal amount of 8 year
United States Government Guaranteed Ship Financing  Bonds,  SWATH Series I,
at  an  interest  rate  of  6.08% (the "Bonds").  The Bonds are due  in  16
semi-annual  installments  of  principal   and  interest.   The  Bonds  are
collateralized by a first preferred ship mortgage  on the Stillwater River,
a Small Waterplane Area Twin Hull ("SWATH") vessel, and by an assignment of
the  charter  contract that the vessel will commence upon  its  completion.
The proceeds from  the  Bonds  were released to the Company upon completion
and delivery of the vessel in November 1998.

5.      Acquisition:

In March 1996, the Company acquired 40% of the outstanding shares of Walker
Servicos Maritimos, Ltda ("Walker"),  a marine operating company located in
Brazil.   On  July  1,  1998  the Company acquired  the  remaining  60%  of
outstanding shares of Walker.   The  total  cost  of  the  acquisition  was
$1,150,000.  The acquisition has been accounted for by the purchase method,
and   Walker's  results  are  included  in  the  accompanying  consolidated
financial  statements from July 1, 1998.  Previously, Walker's results were
accounted for  on  an equity basis.  Goodwill of $1,251,000 was recorded in
conjunction with the  purchase  of Walker.  The goodwill is being amortized
over eight years.

6.      Foreign Exchange:

In  June  and  September 1998, the Company  entered  into  several  forward
foreign currency  exchange  contracts  to  hedge  certain  of its exposures
relating  to  fluctuations  in  the  Great Britain pound.  These  contracts
generally expire within one year.  Gains  and  losses  on the contracts are
deferred until the hedged transaction is completed.  Through  September 30,
1998, losses of $65,000 had been recognized on completed contracts.   As of
September  30,  1998, deferred gains and losses on forward foreign currency
exchange  contracts   were  not  material  to  the  consolidated  financial
statements.

7.      Income Taxes:

The Company's effective income tax rates for the three-month and nine-month
periods ended September  30,  1998  were  31%  and  32%, respectively.  The
variance from the Company's statutory rate is due to  income contributed by
Saevik  Supply  ASA, which is deferred at the Norwegian statutory  rate  of
28%, due to the Company's  intent  to  permanently  reinvest the unremitted
earnings and postpone their repatriation indefinitely.

8.  New Accounting Standards:

During  the  year,  the  Company adopted Statement of Financial  Accounting
Standards, No. 130, "Reporting  Comprehensive Income" (FASB No. 130).  FASB
No. 130 requires the reporting of  comprehensive  income in addition to net
income from operations.  Comprehensive income is a more inclusive financial
reporting  methodology  that  includes  disclosure  of  certain   financial
information that historically has not been recognized in the calculation of
net  income.   Prior  periods  presented  herein have been reclassified  in
accordance  with  FASB  No.  130.  In  June  1997, the Financial Accounting
Standards  Board  issued  Statement  of Financial Accounting Standards, No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
effective for fiscal  years  beginning after December 15, 1997. In February
1998,  the  Financial  Accounting  Standards  Board  issued  Statement   of
Financial  Accounting  Standards, No. 132,  "Employer's  Disclosures  about
Pensions  and  Others  Retirement  Benefits,"  effective  for fiscal  years
beginning  after   December  15, 1997.  Management  believes  adoption   of
these statements will have a financial statement disclosure impact only and
will  not  have  a  material  effect  on the Company's  financial position,
operations or cash flows.

In June 1998, the Financial Accounting Standards  Board issued Statement of
Financial  Accounting  Standards,  No.  133,  "Accounting   for  Derivative
Instruments  and  Hedging  Activities"  (FASB No. 133), effective  for  all
fiscal quarters of fiscal years beginning after June 15, 1999.  The Company
is currently evaluating the impact FASB No.  133 will have on its financial
statements, if any.

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



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

RESULTS OF OPERATIONS

Revenues for the third quarter  and  nine  months  ended September 30, 1998
were $43.0 million and $144.9 million, respectively,  an  increase of 26.2%
and 72.7% compared to the $34.1 million and $83.9 million in  revenues  for
the  third  quarter  and  first  nine  months  of  1997, respectively. This
increase was principally due to the inclusion, for the  full  1998 periods,
of the Company's North Sea operations, which commenced as a result  of  the
acquisition of Saevik Supply ASA ("Saevik Supply") in December 1997 and the
growth  in the Company's fleet of marine vessels in the U.S. Gulf of Mexico
("Gulf").   The  table  below  sets  forth by vessel class, the average day
rates and utilization of the Company's  vessels  and  the average number of
vessels owned during the periods indicated.

<TABLE>
<CAPTION>
                                  Three months ended September 30,      Nine months ended September 30,
                                  --------------------------------      -------------------------------
<S>                                 <C>                <C>                <C>                <C>
                                     1998               1997               1998               1997
                                     ----               ----               ----               ----
Average Day Rates:
Supply                            $  6,408            $ 7,590            $ 7,625            $ 7,130
Supply/Anchor Handling (N. Sea)     14,072                -               14,234                -
Lift                                 6,218              6,013              6,366              5,705
Crew/Line Handling                   2,070              2,045              2,078              1,937

Utilization (1):
Supply                                53%                85%                64%                85%
Supply/Anchor Handling (N. Sea)       96%                 -                 94%                 -
Lift                                  55%                76%                59%                71%
Crew/Line Handling                    93%                98%                94%                97%

Average Number of Vessels:
Supply                               51.3               47.7               50.1               40.7
Supply/Anchor Handling (N. Sea)      17.0                 -                16.8                 -
Lift                                  6.0                6.0                6.0                6.0
Crew/Line Handling                   21.0               23.0               22.1               24.0
</TABLE>

Supply  boat  day rates in the Gulf for the third quarter of 1998 decreased
15.6% to $6,408,  compared  to  $7,590  for  the  third  quarter  of  1997.
Utilization  for  the supply boat fleet decreased for the third quarter and
nine-month period due  to  vessel  downtime  resulting  from  the Company's
extensive fleet upgrade and refurbishment program and decreased  demand due
to decreased activity in the Gulf.  Toward the end of the second quarter of
1998,  the Company began to experience a decrease in average day rates  and
utilization  for  its  Gulf  supply  boat  fleet  as  a result of decreased
activity  in the Gulf due to lower oil prices and increased  overall  fleet
capacity due  to newly-constructed supply boats entering the market.  These
factors, which  have  led  to decreased demand and increased competition in
the Gulf supply boat market, continued through the third quarter.
 **ENDNOTES**

 (1)  Average  utilization rates are average rates for all vessels based on
      a 365-day year.  Vessels are considered utilized when they are  being
      operated or mobilized/demobilized under contracts with customers.


Day rates for the Company's  North Sea vessels averaged $14,072 and $14,234
for  the  third  quarter  and first  nine  months  of  1998,  respectively.
Utilization  was 96% for the  third  quarter  of  1998,  and  94%  for  the
nine-month period of 1998.  In mid-March 1998, the Company took delivery of
a new 276-foot platform supply vessel ("PSV"), which commenced a three-year
contract in the U.K. sector of the North Sea.

Lift boat day  rates  averaged  $6,218  for  the quarter and $6,366 for the
first  nine months of 1998, an increase of 3.4%  and  11.6%,  respectively,
compared to $6,013 and $5,705 for the comparable 1997 periods.  Utilization
for the Company's lift boats decreased to 55% and 59% for the third quarter
and first  nine  months  of 1998, respectively, compared to 76% and 71% for
the year-ago periods, due  to  weather  downtime  experienced  in the third
quarter of 1998, and the scheduled drydocking in the second quarter  of the
Company's   two   170-foot   class  lift  boats.   During  September  1998,
utilization of the Company's lift  boats  averaged  14% due to the tropical
storms and hurricanes in the Gulf.

Day rates for crew boats and line handling vessels increased  to $2,070 for
the third quarter, from $2,045 for the third quarter of 1997.   Utilization
for the crew boats and line handling vessels decreased to 93% for the third
quarter  of  1998, compared to 98% for the comparable 1997 period,  due  to
vessel downtime  resulting  from the scheduled drydocking of certain of the
Company's crew boats in the Gulf.

During the third quarter and  first  nine  months  of  1998,  direct vessel
operating expenses increased to $19.1 million (44.3% of revenues) and $52.9
million (36.5% of revenues), respectively, compared to $11.2 million (32.8%
of  revenues)  and $28.4 million (33.8% of revenues) for the third  quarter
and first nine months  of  1997.  This  increase  was  primarily due to the
addition of the North Sea operations, the expanded vessel  fleet,  and  the
consolidation,   for   financial   statement  purposes,  of  the  Company's
previously  unconsolidated Brazilian  affiliate.  Direct  vessel  operating
expenses as a  percentage  of  revenues  increased  due  to the decrease in
utilization  and  average  vessel day rates for the Company's  Gulf  supply
vessel fleet, and the consolidation  of  the  Brazilian  operations  which,
because  of  the small line handling vessels it operates, has a lower gross
profit margin than the Company's operations as a whole.

Depreciation and  amortization  expense increased to $7.6 million and $22.0
million for the third quarter and  first nine months of 1998, respectively,
up from $3.3 million and $8.0 million  for the year-ago periods as a result
of the Company's expanded vessel fleet and  the  amortization  of  goodwill
associated  with  the  acquisition  of  Saevik  Supply  in  December  1997.
Amortization  of marine inspection costs increased to $2.5 million and $6.2
million for the  quarter  and  nine  month  period ended September 30,1998,
respectively,  from  $819,000  and  $2.1 million  in  the  comparable  1997
periods,  due  to the increased dry docking  and  marine  inspection  costs
associated with the Company's expanded vessel fleet and the Company's fleet
refurbishment program.

General and administrative  expenses  increased  to  $2.7  million (6.4% of
revenues)  and  $7.5  million  (5.2% of revenues) in the third quarter  and
first  nine  months  of 1998, respectively,  from  $1.4  million  (4.2%  of
revenues) and $4.2 million  (5.0%  of revenues) for the 1997 periods due to
additions of personnel in connection  with  the  growth  in  the  Company's
vessel   fleet,   the   addition  of  the  North  Sea  operations  and  the
consolidation  of  the  previously   unconsolidated  Brazilian  operations.
General and administrative expenses, as a percentage of revenues, increased
in the 1998 periods due to the decrease  in  utilization  and  average  day
rates for the Company's Gulf supply boat fleet.

Interest  expense  increased  to $7.2 million for the third quarter of 1998
from $2.2 million for the third  quarter of 1997.  This increase was due to
increased  borrowings  in  1997  that  were  used  to  fund  the  Company's
acquisition  of supply boats in the  Gulf,  the  Company's  various  vessel
construction and upgrade projects and the acquisition of Saevik Supply.  In
July 1997, the Company issued $110 million principal amount of 81/2% Senior
Notes due 2005  (the  "Notes"), the proceeds of which were used to fund the
acquisition of supply boats  in  the  Gulf and to repay outstanding amounts
under the Company's revolving credit facility.   In  November  and December
1997, the Company issued an additional $170 million principal amount of the
Notes ($100 million in November and $70 million in December), the  proceeds
of  which  were  used to fund a portion of the acquisition of Saevik Supply
and to repay outstanding  amounts  under the Company's Bank Credit Facility
(as defined below).  Interest expense  was low for the first nine months of
1997  because  the  Company had reduced its  borrowings  under  its  credit
facility  with  proceeds  from  the  Company's  equity  offering  that  was
completed in November 1996.

In the third quarter and first nine months  of 1998, the Company had income
tax expense of $1.2 million and $11.5 million,  respectively,  compared  to
income  tax  expense of $5.3 million and $13.2 million in the 1997 periods.
The Company's  effective income tax rate for the three-month and nine-month
periods ended September  30,  1998  was 30.7% and 32.2%, respectively.  The
variance from the Company's statutory  rate is due to income contributed by
Saevik Supply, which is deferred at the  Norwegian  statutory  rate of 28%,
due to the Company's intent to permanently reinvest the unremitted earnings
and postpone their repatriation indefinitely.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has historically focused on growth through acquisitions.   In
December  1997,   the  Company  significantly  expanded  its  international
operations by acquiring  Saevik  Supply for approximately $289.0 million in
cash.  Since its initial public offering  in  May  1996, 37 supply boats in
the Gulf were also acquired at an aggregate cost of  $177.0  million.   The
Company  has  also  selectively constructed new vessels, and lengthened and
upgraded vessels, to expand its presence in either the international or the
Gulf deepwater market.   Additionally, the Company implemented a program to
refurbish and upgrade many  of the Gulf supply boats acquired over the past
two  years, to  increase their capabilities and extend their service lives.
As a result of this growth, Trico  is  now  the  second  largest  owner and
operator  of  supply boats in the Gulf and a leading operator in the  North
Sea.  This strategy of growth through acquisitions, has enabled the Company
to significantly increase total revenues.

Funds during the  first nine months of 1998 were provided by $148.0 million
in borrowings under  the Company's bank credit facilities and $67.2 million
in funds from operating  activities.  During the period, the Company repaid
$103.3  million  of debt and  made  capital  expenditures  totaling  $102.8
million, which included $22.2 million of deferred marine inspection costs.

During the first nine months of 1998, the Company spent approximately $75.5
million on vessel  upgrade  or  construction projects.  To expand its North
Sea  operations, the Company took  delivery  in  the  first  quarter  of  a
276-foot  PSV  which  began  a  three-year  charter  for a U.K. oil and gas
operator in March 1998.  The Company also continued construction  in Norway
of  a  275-foot,  technologically  advanced  multi-purpose  anchor handling
towing and supply vessel ("AHTS") with 23,800 horsepower that  is  expected
to  be  delivered  in  June  1999. The Company also has two 230-foot supply
vessels currently under construction  at a shipyard on the U.S. Gulf Coast.
The first vessel is expected to be completed  in November 1998 and has been
committed to a three-year charter to an oil and  gas  company active in the
Gulf.  The second vessel is expected to be delivered in  the  first quarter
of  1999.   Other  capital expenditures for vessel upgrade and construction
projects during the  period included: (i) costs to lengthen and upgrade two
supply boats for the Gulf,  both  of  which were placed in service in March
1998; (ii) costs for the construction of  a  supply  boat  for  use  in the
Brazilian  market  which  was  placed  in  service  in  July  1998, and the
continued construction of the SWATH vessel which was delivered  in November
1998;  and (iii) U.S. Coast Guard drydocking costs and vessel refurbishment
costs.

In 1997, the Company issued $280.0 million in aggregate principal amount of
the Notes,  which were used to fund certain acquisitions of supply boats in
the Gulf, to  repay  outstanding  borrowings  under the Company's revolving
credit facility and to fund a portion of the acquisition  of Saevik Supply.
The  Notes are unsecured and are required to be guaranteed by  all  of  the
Company's  Significant  Subsidiaries  (as  such  term  is  defined  in  the
indentures  governing  the  Notes, the "Subsidiary Guarantors").  Except in
certain circumstances, the Notes  may  not be prepaid until August 1, 2001,
at which time they may be redeemed, at the  option of the Company, in whole
or in part, at a redemption price equal to 104.25%  plus accrued and unpaid
interest, with the redemption price declining ratably  on  August 1 of each
of the succeeding three years.  The indentures governing the  Notes contain
certain  covenants  that,  among  other  things,  limit the ability of  the
Company  to  incur  additional indebtedness, pay dividends  or  make  other
distributions, create  certain  liens,  sell  assets, or enter into certain
mergers or acquisitions.

To provide funding for the acquisition of Saevik Supply, effective December
1, 1997, the Company amended and restated its existing bank credit facility
to  provide  for  a  $150.0 million revolving credit  facility  and  $200.0
million in term loans (collectively, the "Bank Credit Facility").  The term
loans were repaid with  the  net  proceeds  of  the  Company's  issuance of
4,600,000  shares  of common stock (approximately $123.7 million) that  was
completed in December  1997  (the  "Common Stock Offering").  Proceeds from
the $70 million issuance of Notes completed  in  December 1997 were used to
repay outstanding amounts under the revolving portion  of  the  Bank Credit
Facility.

As  a result of the repayment of substantially all of its borrowings  under
the Bank  Credit  Facility as discussed above, the Company renegotiated and
amended the terms of  the  Bank Credit Facility (the "Amended Facility") in
March 1998.  The Amended Facility  provides a $100.0 million revolving line
of credit that can be used for acquisitions and general corporate purposes.
The Amended Facility is collateralized  by  a  mortgage  on  certain of the
Company's  vessels.   Amounts  borrowed  under the Amended Facility,  which
totaled $51 million at September 30, 1998,  mature  on December 1, 2002 and
bear interest at LIBOR plus a margin that depends on the Company's leverage
ratio  (currently approximately 7.1%).  The Amended Facility  requires  the
Company  to maintain certain financial ratios and limits the ability of the
Company to  incur  additional  indebtedness,  pay dividends or make certain
other  distributions,  create  certain liens, sell  assets  or  enter  into
certain mergers or acquisitions.  Although the Amended Facility does impose
some limitations on the ability  of  the  Company's  subsidiaries  to  make
distributions  to  the  Company,  it expressly permits distributions to the
Company by the Subsidiary Guarantors  for  scheduled principal and interest
payments on the Notes.

In  addition to the Notes and the Amended Facility,  as  a  result  of  the
acquisition  of Saevik Supply, the Company incurred debt under several bank
facilities that were originally established by Saevik Supply to make vessel
acquisitions.  In June 1998, the Company amended the existing Saevik Supply
bank credit facilities creating one revolving credit facility in the amount
of NOK 650 million,  or  $87.8 million (the "Saevik Bank Facility").  As of
September 30, 1998, the Company  had  approximately  NOK 530 million ($71.6
million) of debt outstanding under the Saevik Bank Facility and a term loan
in the amount of NOK 26.7 million ($3.6 million). The  Saevik Bank Facility
is  collateralized  by  a  mortgage on certain of the Company's  North  Sea
vessels, requires Saevik Supply  to  maintain  certain financial ratios and
limits  the  ability  of  Saevik  Supply  to  create  liens,  or  merge  or
consolidate with other entities.  Amounts borrowed under  the  Saevik  Bank
Facility  bear interest at NIBOR (Norwegian Interbank Offered Rate) plus  a
margin. The weighted average interest rate for the Saevik Bank Facility was
5.8% as of  September  30, 1998.  The commitment amount for the Saevik Bank
Facility  reduces  by NOK  50  million  ($6.8  million)  every  six  months
beginning December 1998,  with  the  balance of the commitment to expire in
June 2003.

In connection with the construction of the SWATH vessel, in April 1998, the
Company issued $10.0 million aggregate  principal  amount  of 8 year, 6.08%
Ship  Financing  Bonds  (the "Ship Bonds") guaranteed by the United  States
Government.  The Ship Bonds  are  due  in  16  semi-annual  installments of
principal and interest, beginning February 1999, and are secured by a first
preferred  ship  mortgage on the SWATH vessel and by an assignment  of  the
vessel's charter.   The  proceeds from the Ship Bonds were placed in escrow
at  the  indenture  closing  and  were  distributed  to  the  Company  upon
completion and delivery of the SWATH vessel in November 1998.  The proceeds
were used to reduce the amounts  outstanding  under  the  Company's Amended
Facility.

Capital  expenditures  planned  for the remainder of 1998 are  expected  to
total  approximately  $9.0  million,  consisting  primarily of the existing
vessel construction projects, scheduled vessel drydockings and expenditures
associated with the Company's fleet refurbishment program.  Existing vessel
construction projects include: (i) final costs to complete the SWATH vessel
for the Brazilian  market,  which  was  delivered  in  November  1998; (ii)
completion of the two 230-foot supply vessels, one of which is expected  to
be delivered in November 1998, and the second in the first quarter of 1999;
and  (iii)  continuation of the construction of the 275-foot AHTS in Norway
to be completed in June 1999.

The Company believes  that  cash  generated  from  operations together with
available borrowings under the Amended Facility will  be sufficient to fund
the  Company's  currently  planned  capital  projects  and working  capital
requirements.    The   Company's  strategy,  however,  is  to  make   other
acquisitions and to selectively  construct  new  special-purpose vessels as
part  of an effort to expand its worldwide presence.   To  the  extent  the
Company  is  successful  in  identifying such opportunities, it most likely
will require additional debt or  equity  financing depending on the size of
the investments required.

YEAR 2000 COMPLIANCE

Currently, the Company utilizes third party sofware in all of its  computer
applications.  In the normal course of  business,  the  Company  is  in the
process of replacing  its accounting and certain other information systems,
and has established a target date of mid-1999 for their installation at all
locations.  While the  Company's growth is driving the Company's efforts to
replace these systems,the Company does expect the implementation of the new
systems to mitigate  any  potential  Year 2000 issues related to any of its
existing systems.  In addition, the Company's information systems personnel
are currently working with its third party vendors to resolve the potential
problems associated with the year 2000 and the processing of date sensitive
information by the Company's computer  and  other  systems.  The Company is
still evaluating the effect of the Year  2000 on other computer systems and
non-information technology systems, including telephone systems, office and
vessel-based electronic equipment and devices with embedded microprocessors.
Additionally, the Company intends to contact any key vendors and  suppliers
to ensure  that  they  have  a  Year  2000  compliance plan in an effort to
minimize the Company's exposure to their potential Year 2000 problems.  The
Company   anticipates  completion  of  its  evaluation  of  non-information
technology equipment, any key vendors and suppliers and any remedial action
and/or a contingency plan, if necessary, by mid-1999.  With  the  Company's
purchase of new software and conversions to new  software,  the  Year  2000
issue is not expected to pose  significant  operational  problems  for  the
Company's computer  systems.  However, if such modifications or conversions
are not made  or are not completed on  time, the Year 2000 issue could have
an adverse impact on  the  Company's operations.  The Company believes that
it will be able to implement  successfully the changes necessary to address
the Year 2000 issues with reliance  on its third party vendors and does not
expect the cost of such changes to have  a material impact on the Company's
financial position, results of operations or cash flows in future periods.


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 drydockings 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  risks  involved  with  the  Company's
acquisition of Saevik Supply and the  integration  thereof,  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

Not applicable.


                       PART II.    OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

(a)     Exhibits:

        3.1     Certificate of Incorporation of the Company. 1

        3.2     By Laws of the Company.1

        4.1     Specimen Common Stock Certificate.2

        4.2     Indenture  dated  July  21, 1997 by and among  the  Company,
                Trico Marine Operators, Inc., Trico Marine Assets, Inc. and
                Texas Commerce Bank National Association, as Trustee ("July
                Indenture").1

        4.3     Form  of  Note and  Subsidiary  Guarantee  under  the  July
                Indenture. 1

        4.4     First Supplemental Indenture to the July Indenture.3

        4.5     Indenture dated November 14, 1997 by and among the Company,
                Trico Marine  Operators,  Inc.,  Trico  Marine Assets, Inc.
                and Texas Commerce Bank National Association,  as  Trustee,
                including  form  of  Note  and  Subsidiary  Guarantee  (the
                "November Indenture").4

        4.6     First  Supplemental Indenture to the  November Indenture. 3

        4.7     Indenture dated December 24, 1997 by and among the Company,
                Trico Marine  Operators,  Inc.,  Trico  Marine Assets, Inc.
                and  Texas  Commerce Bank  National Association, as Trustee
                (the "December Indenture").5

        4.8     Form  of  Note  and Subsidiary Guarantee under the December
                Indenture.5

        4.9     First  Supplemental  Indenture to the  December Indenture.3


        4.10    Certificate of Designations for the  Company's  Series   AA
                Participating Cumulative Preference Stock.6

        4.11    Rights  Agreement  dated  as  of  February 19, 1998, by and
                between  the  Company and ChaseMellon Shareholder Services,
                L.L.C.6

        11.1    Computation of Earnings Per Share.

        27.1    Financial Data Schedule.

(b) Reports on Form 8-K:
                Report  on  Form  8-K  dated  September  4, 1998  reporting
                "Item 5 - Other Events."


     1   Incorporated by reference to the Company's Current Report on Form 8-K
dated July 21, 1997 and filed with the commission on August 1, 1997.

     2   Incorporated by reference to the Company's Registration Statement  on
Form S-1 (Registration Statement No. 333-2990).

     3   Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.

     4   Incorporated by reference to the Company's Current Report on Form 8-K
dated November 14, and filed with the Commission on November 21, 1997.

     5   Incorporated by reference to the Company's Current Report on Form 8-K
dated December 24, and filed with the Commission on January 14, 1998.

     6    Incorporated by reference to the Company's Registration Statement on
Form 8-A dated March 3, 1998.   



                                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:______________________________________

                                              Kenneth W. Bourgeois
                                         Chief Accounting Officer and
                                            duly authorized officer


Date: November 16, 1998