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 March 31, 1999

          _________ 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  May  10,  1999  there  were 24,383,416 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>
                                                                                    March 31,         December 31,
                                                                                       1999               1998
                                    ASSETS                                       --------------    ----------------
                <S>                                                              <C>               <C>
                Current assets:
                        Cash and cash equivalents                                 $   4,046           $   9,236
                        Accounts receivable, net                                     26,230              30,936
                        Prepaid expenses and other current assets                     4,660               2,911
                                                                                 --------------    ----------------
                              Total current assets                                   34,936              43,083
                                                                                 --------------    ----------------
                Property and equipment, at cost:
                        Land and buildings                                            3,465               3,402
                        Marine vessels                                              570,670             565,397
                        Construction-in-progress                                     41,223              45,861
                        Transportation and other                                      3,645               3,604
                                                                                 --------------    ----------------
                                                                                    619,003             618,264
                Less accumulated depreciation and amortization                       54,803              47,855
                                                                                 --------------    ----------------
                        Net property and equipment                                  564,200             570,409
                                                                                 --------------    ----------------
                Goodwill, net                                                       115,376             116,170
                Other assets                                                         40,873              39,228
                                                                                 --------------    ----------------
                                                                                  $ 755,385           $ 768,890
                                                                                 ==============    ================
                            LIABILITIES AND STOCKHOLDERS' EQUITY

                Current liabilities:
                        Current portion of long term debt                         $   2,018           $   2,033
                        Accounts payable                                              8,482              11,058
                        Accrued expenses                                              9,103               9,894
                        Accrued interest                                              5,096              10,674
                        Income taxes payable                                             58                  66
                                                                                 --------------    ----------------
                             Total current liabilities                               24,757              33,725
                                                                                 --------------    ----------------
                Long-term debt                                                      412,247             402,518
                Deferred income taxes, net                                           41,806              45,622
                Other non-current liabilities                                         2,713               2,785
                                                                                 --------------    ----------------
                            Total liabilities                                       481,523             484,650
                                                                                 --------------    ----------------
                Commitments and contingencies

                Stockholders' equity:
                   Common  stock, $.01 par value, authorized 40,000,000 shares,
                     issued 20,450,448 shares, outstanding 20,378,416 shares            205                  205
                        Additional paid-in capital                                  218,807              218,807
                        Retained earnings                                            63,243               70,586
                        Accumulated other comprehensive loss                         (8,392)              (5,357)
                        Treasury stock, at par value, 72,032 shares                      (1)                  (1)
                                                                                 --------------    ----------------
                            Total stockholders' equity                              273,862              284,240
                                                                                 --------------    ----------------
                                                                                  $ 755,385           $  768,890
                                                                                 ==============    ================


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


                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                (Unaudited)

                           (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31
                                                                           -----------------------
                                                                              1999         1998
                                                                           ----------   ----------
               <S>                                                         <C>          <C>
               Revenues:
                    Charter hire                                           $   28,286   $   48,866
                    Other vessel income                                            32           21
                                                                           ----------   ----------
                          Total revenues                                       28,318       48,887
                                                                           ----------   ----------
               Operating expenses:
                    Direct vessel operating expenses and other                 17,338       16,819
                    General  and administrative                                 2,534        2,294
                    Amortization of marine inspection costs                     3,252        1,448
                                                                           ----------   ----------
                          Total operating expenses                             23,124       20,561
                                                                           ----------   ----------
               Depreciation and amortization expense                            8,004        6,943
                                                                           ----------   ----------
               Operating income (loss)                                         (2,810)      21,383

               Interest expense                                                 7,791        6,552
               Amortization of deferred financing costs                           478          428
               Other income, net                                                  (58)        (321)
                                                                           ----------   ----------
               Income (loss) before income taxes                              (11,021)      14,724

               Income tax expense (benefit)                                    (3,678)       4,880
                                                                           ----------   ----------
               Net income (loss)                                           $   (7,343)  $    9,844
                                                                           ==========   ==========




               Basic earnings per common share:
                    Net income (loss)                                      $    (0.36)  $     0.48
                                                                           ==========   ==========

                    Average common shares outstanding                      20,378,416   20,298,403
                                                                           ==========   ==========

               Diluted earnings per common share:
                    Net income (loss)                                      $    (0.36)  $     0.47
                                                                           ==========   ==========
                    Average common shares outstanding                      20,378,416   21,091,922
                                                                           ==========   ==========



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

</TABLE>


                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                               -------------------------
                                                                                   1999         1998
                                                                               -----------   -----------
               <S>                                                             <C>           <C>
               Net income (loss)                                               $   (7,343)   $    9,844
               Adjustments to reconcile net income (loss) to net cash provided
                   by operating activities:
                       Depreciation and amortization                               11,732         9,390
                       Deferred income taxes                                       (3,634)        4,705
                       Gain on sales of assets                                          -             2
                       Provision for doubtful accounts                                  -            30
               Changes in operating assets and liabilities:
                       Accounts receivable                                          4,296           510
                       Prepaid expenses and other current assets                   (1,800)         (852)
                       Accounts payable and accrued expenses                       (8,631)       (1,811)
                       Other, net                                                    (624)          713
                                                                               -----------   -----------
                         Net cash provided by (used in) operating activities       (6,004)       22,531
                                                                               -----------   -----------
               Cash flows from investing activities:
                       Purchases of property and equipment                         (4,897)      (34,726)
                       Deferred marine inspection costs                            (4,380)       (7,297)
                       Proceeds from sales of assets                                    -             6
                       Other                                                         (424)       (2,034)
                                                                               -----------   -----------
                         Net cash used in investing activities                     (9,701)      (44,051)
                                                                               -----------   -----------

               Cash flows from financing activities:
                       Proceeds from issuance of common stock, net of
                       registration expenses                                            -          (115)
                       Proceeds from issuance of long-term debt                    21,000        20,840
                       Repayment of long-term debt                                (10,174)       (4,823)
                       Deferred financing costs and other                            (224)         (343)
                                                                               -----------   -----------
                         Net cash provided by financing activities                 10,602        15,559
                                                                               -----------   -----------
               Effect of exchange rate changes on cash and cash equivalents           (87)         (210)
                                                                               -----------   -----------
               Net decrease in cash and cash equivalents                           (5,190)       (6,171)

               Cash and cash equivalents at beginning of period                     9,236        10,940
                                                                               -----------   -----------
               Cash and cash equivalents at end of period                      $    4,046    $    4,769
                                                                               ===========   ===========

               Supplemental information:
                    Income taxes paid                                          $        6    $    3,700
                                                                               ===========   ===========
                    Income taxes refunded                                      $      ---    $        3
                                                                               ===========   ===========
                    Interest paid                                              $   13,883    $    7,973
                                                                               ===========   ===========
                                                                                       


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


              TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                              (Unaudited)

                         (Dollars in thousands)



<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31
                                                                             -------------------------
                                                                                 1999          1998
                                                                             -----------   -----------
               <S>                                                           <C>           <C>
               Net income (loss)                                             $   (7,343)   $    9,844
                                                                             -----------   -----------
               Other comprehensive loss, net of tax:
                    Foreign currency translation adjustments                     (3,035)       (3,299)
                                                                             -----------   -----------

               Comprehensive income (loss)                                   $  (10,378)   $    6,545
                                                                             ===========   ===========

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



          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,
1999 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, 1998.

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.   Earnings Per Share:

For the three-month period  ending  March  31,  1999,  options  to purchase
1,832,480  common  shares at prices ranging from $0.91 to $23.13 have  been
excluded from the computation  of  earnings  per share because inclusion of
these shares would have been antidilutive.

3.   Separate Financial Statements for Subsidiary Guarantors:

During 1997, the Company issued $280,000,000 of 81/2% senior notes due 2005
in  three different series.  In November 1998,  the  Company  completed  an
exchange offer of all the existing series of senior notes for one series of
senior  notes (the "Senior Notes").  The terms and conditions of the Senior
Notes are identical to the predecessor senior notes.

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

4.   Income Taxes:

The Company's effective income tax rate for the three-month  periods  ended
March 31, 1999 and March 31, 1998 was 33%.  The variance from the Company's
statutory  rate is due to income contributed by Trico 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.

5.   New Accounting Standards:

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

6.   Segment and Geographic Information (In Thousands):

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  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 domestic operations, the North Sea
segment  includes  Norway  and  the  United Kingdom, and the Other  segment
primarily includes Brazil.  Segment data  as  of  and  for the three months
ended March 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                               North
                March 31, 1999                   U.S.           Sea       Other     Totals
               ----------------                 ------        -------    -------   --------
          <S>                                 <C>           <C>           <C>      <C>  
          Revenues from external customers    $  12,645     $  14,696     $ 945    $  28,286
          Intersegment revenues                     216           ---       ---          216
          Segment net income (loss)              (9,290)        2,282      (335)      (7,343)
          Segment total assets                  642,983       215,067       683      858,733
</TABLE>

<TABLE>
<CAPTION>
                                                               North
                March 31, 1998                   U.S.           Sea       Other     Totals
               ----------------                 ------        -------    -------   --------

          <S>                                 <C>           <C>           <C>      <C>  
          Revenues from external customers    $  30,952     $  17,914      $ ---    $  48,866
          Intersegment revenues                     ---           ---        ---          ---
          Segment net income                      4,115         5,729        ---        9,844
          Segment total assets                  610,288       210,607        ---      820,895


          A reconciliation of segment data to consolidated data as  of March 31, 1999
          and 1998 is as follows:
</TABLE>

<TABLE>
<CAPTION>
                                                                                                1999                    1998
                                                                                               ------                  ------
          <S>                                                                              <C>                     <C>
          Revenues
            Total revenues from external customers and intersegment  revenues  for
               reportable segments................................................         $    28,502             $    48,866
            Elimination of intersegment revenues..................................                (216)                    ---
                                                                                           -------------           ------------
                   Total consolidated revenues....................................         $    28,286             $    48,866
                                                                                           =============           ============
          Assets
            Total assets for reportable segments..................................         $   858,733             $   820,895
            Elimination of intersegment receivables...............................              (1,147)                    ---
            Elimination of investment in subsidiaries.............................            (102,201)               (101,608)
                                                                                           -------------           ------------
                   Total consolidated assets......................................         $   755,385             $  719, 287
                                                                                           =============           ============
</TABLE>

7.   Subsequent Events:

On April 16, 1999, the Company entered into a definitive agreement  whereby
affiliates of Inverness Management LLC ("Inverness") agreed to purchase $50
million  of the Company's common shares in a private placement.  Under  the
terms of the  agreement,  Inverness will purchase an aggregate of 8 million
shares of the  Company's common  stock  in two tranches at $6.25 per share.
The  first  tranche  was  closed  on May 6, 1999.  The remaining tranche is
subject  to stockholder approval and  will  be  voted  on  at the Company's
annual meeting  of  stockholders scheduled for June 8, 1999.

On April 21, 1999, the Company  issued  $18,867,000  principal amount of 15
year United States Government Guaranteed Ship Financing  Bonds  (the  "Ship
Bonds")  at an interest rate of 6.11% per annum. The Ship Bonds are due  in
30 semi-annual  installments  of  principal  and  interest.   The Bonds are
secured by first preferred ship mortgages on two supply boats,  the  Spirit
River  and  the  Hondo  River.  Approximately half of the proceeds from the
Ship Bonds were received  by  the  Company at the closing and the remaining
proceeds were placed in escrow and will  be distributed to the Company upon
completion and delivery of the Hondo River in May 1999.



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


This  discussion  and  analysis of the Company's  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,  1999 were $28.3 million, a
decrease of 42.1% compared to the $48.9 million in  revenues  for the first
quarter  of  1998.   Low  oil and gas prices and the resulting decrease  in
offshore industry activity  have resulted in decreases in average day rates
and utilization for all of the  Company's  vessel classes.  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 March 31,
                                                ------------------------------
                                                    1999                1998
                                                    ----                ----
          <S>                                   <C>                  <C>
          Average Day Rates:
          Supply                                $   3,662            $   8,159
          Supply /Anchor Handling (N. Sea)         11,451               13,421
          Lift                                      4,580                6,717
          Crew/line handling                        1,574                2,082
                                                                  
          Utilization:
          Supply                                      56%                  70%
          Supply /Anchor Handling (N. Sea)            87%                  92%
          Lift                                        47%                  69%
          Crew/line handling                          82%                  98%
       
          Average Number of Vessels:
          Supply                                     52.0                 48.5
          Supply /Anchor Handling (N. Sea)           17.0                 16.1
          Lift                                        6.0                  6.0
          Crew/line handling                         21.0                 23.0
</TABLE>
        

Supply  boat  day  rates  in  the Gulf of Mexico (the "Gulf") for the first
quarter of 1999 decreased 55.1% to $3,662, compared to $8,159 for the first
quarter of 1998. Decreased demand due to decreased offshore activity in the
Gulf significantly affected vessel  day  rates and utilization in the first
quarter  of 1999.  Vessel downtime for drydocking  and  refurbishment  also
impacted the  Company's supply boat utilization rates for both periods, and
de-activation, or stacking, of ten supply boats impacted first quarter 1999
utilization.

Day rates for the  Company's  North  Sea  vessels  averaged $11,451 for the
first quarter of 1999 compared to $13,421 for the first  quarter  of  1998.
Day  rates in the North Sea decreased in the 1999 first quarter principally
due to  decreases  in day rates for the Company's two large anchor-handling
vessels that were working in the spot market.   Utilization was 87% for the
first quarter of 1999, compared to 92% for the first quarter of 1998. North
Sea utilization in the  first  quarter  of  1999  was adversely affected by
vessel downtime for repairs, maintenance and drydockings.

Lift boat day rates averaged $4,580 for the quarter,  a  decrease  of 31.8%
compared  to  $6,717  for the comparable 1998 period.  Utilization for  the
Company's lift boats decreased  to  47%,   compared to 69% for the year-ago
period.

Day rates for crew boats and line handling vessels  decreased to $1,574 for
the first quarter, from $2,082 for the first quarter  of 1998.  Utilization
for the crew boats and line handling vessels decreased to 82% for the first
quarter  of  1999,  compared  to  98%  for  the  comparable  1998   period.
Utilization  of  the crew boats and line handling vessels in the 1999 first
quarter was adversely  impacted  by  vessel  downtime  resulting  from  the
scheduled drydocking during the quarter of four of the Company's crew boats
in the Gulf.

During  the  first  quarter  of  1999,  direct  vessel  operating  expenses
increased  to  $17.3  million (61.2% of revenues) compared to $16.8 million
(34.4 % of revenues) for  the  first quarter of 1998. This increase was due
to the growth in the Company's vessel  fleet,  principally  the addition of
four  new  vessels  which began service during 1998, and the consolidation,
for   financial   statement   purposes,   of   the   Company's   previously
unconsolidated  Brazilian   affiliate.    The  increase  in  direct  vessel
operating expenses for the reasons stated above,  was  partially  offset by
the  Company's  cost reduction initiatives and the de-activation of ten  of
the Company's Gulf  supply  boats.    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  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  $8.0  million  for the
first  quarter  of 1999, up from $6.9 million for the year-ago period as  a
result of the Company's  expanded  vessel  fleet.  Amortization  of  marine
inspection costs increased to $3.3 million for the quarter ended March  31,
1999, from $1.4 million in the comparable 1998 period, due to the increased
drydocking  and marine inspection costs associated with the Company's fleet
upgrade and refurbishment program.

General and administrative  expenses  increased  to  $2.5  million (8.9% of
revenues)  in  the  first  quarter  of  1999,  from  $2.3 million (4.7%  of
revenues) for the 1998 period due to the consolidation  of  the  previously
unconsolidated  Brazilian  operations. General and administrative expenses,
as a percentage of revenues,  increased  in  the  1999  period  due  to the
decrease  in  utilization  and  average  day rates for the Company's vessel
fleet.

Interest expense increased to $7.8 million  for  the  first quarter of 1999
from $6.6 million for the first quarter of 1998.  This  increase was due to
increased borrowings in the first quarter of 1999 that were  used  to  fund
the Company's various vessel construction and upgrade projects.

In the first quarter of 1999, the Company had an income tax benefit of $3.7
million  compared to income tax expense of $4.9 million in the 1998 period.
The Company's  effective  income  tax rate for the three-month period ended
March 31, 1999 was 33%.  The variance  from the Company's statutory rate is
due  to  income  contributed by Trico 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

Since its initial public offering in May 1996, the Company's  strategy  has
been  to  enhance  its  position  as  a  leading supplier of marine support
services  by  pursuing  opportunities  to  acquire  vessel  fleets  and  by
diversifying  into  international  markets.   Primarily   as  a  result  of
acquisitions, the Company's total assets  have grown from $52.1  million at
December 31, 1995, to $755.4 million at March 31, 1999.  During the 1996 to
1997 period, the Company completed the acquisition of Trico Supply,  a then
publicly  traded Norwegian company, for approximately $293.7 million, which
amount includes  certain  costs  of the transaction, and acquired 37 supply
boats in the Gulf at an aggregate cost of $177.0 million.

The Company has also constructed, or is in the process of constructing, six
new vessels, to increase its international market presence and increase its
deepwater  capabilities.   Additionally,  in  1997  and  1998  the  Company
undertook a vessel improvement  program  consisting  of extensive upgrading
and refurbishment of its Gulf supply boat fleet.  While  this refurbishment
program  resulted  in  significant vessel downtime in 1998, which  extended
into the first quarter of  1999,  the  Company believes it has extended the
service lives of many of its vessels and has significantly reduced required
maintenance spending in the future.

As a result of the reduction in industry  activity  and resulting decreases
in day rates and utilization, principally for the supply boats in the Gulf,
the  Company has limited capital expenditures in 1999  to  those  that  are
necessary to complete existing vessels under construction and vessels which
were being  refurbished  as  of  the  end  of 1998, and regulatory-mandated
drydocking  costs  for  the  vessels  that are due  for  U.S.  Coast  Guard
inspection.  Due to the decreased day rates  for  the Gulf supply boats, as
part  of  this  reduced  capital  expenditure plan, the  Company  plans  to 
de-activate or "stack" an average of  10  to  12 of its Gulf supply vessels
during 1999 depending upon market conditions.

Funds during the first three months of 1999 were  provided by $21.0 million
in  borrowings  under  the  Company's bank credit facilities.   During  the
period, the Company used $6.0 million in operating activities, repaid $10.2
million of debt and made capital  expenditures totaling $9.3 million, which
included $4.4 million of deferred marine inspection costs.

During the first three months of 1999, the Company spent approximately $4.9
million on vessel upgrade or construction projects. During the quarter, the
Company 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 the second of two  230-foot supply vessels currently under
construction at a shipyard on the U.S.  Gulf  Coast.   The first vessel was
completed  in December 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 May of 1999.  Other capital expenditures  for
vessel upgrade  and  construction  projects  during the period consisted of
U.S. Coast Guard drydocking costs and vessel refurbishment costs.

The Company has outstanding $280.0 million in aggregate principal amount of
81/2% Senior Notes due 2005 (the "Senior Notes").   The  Senior  Notes  are
unsecured  and  are  required  to  be  guaranteed  by  all of the Company's
Significant  Subsidiaries  (as  such  term  is  defined  in  the  indenture
governing  the  Senior  Notes,  the  "Subsidiary  Guarantors").  Except  in
certain circumstances, the Senior 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 indenture governing the Senior
Notes  contains 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.

The Company maintains a bank credit facility that provides a revolving line
of credit that can be used for  acquisitions and general corporate purposes
(the "Bank Credit Facility").  The  Bank  Credit Facility is collateralized
by a mortgage on certain of the Company's vessels.   Amounts borrowed under
the Bank Credit Facility mature on December 1, 2002 and  bear interest at a
Eurocurrency  rate  plus  a  margin that depends on the Company's  leverage
ratio. The weighted average interest  rate for the Bank Credit Facility was
6.8%  as  of  March  31, 1999.  The Bank Credit  Facility  was  amended  in
December 1998 to reduce  permitted  borrowings  from  $100  million  to $85
million.   As  a  result  of proceeds received, or to be received, from the
issuance of common equity and  the Ship Bonds, the Company expects to amend
the Bank Credit Facility to reduce  its  size  to  $65  million  and modify
certain terms to increase the Company's financial flexibility.   As  of May
12,  1999,  the Company had $43 million of borrowings under the Bank Credit
Facility. The Bank Credit Facility requires the Company to maintain certain
financial ratios  and limits the ability of the Company 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 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 June 1998, the Company refinanced  Trico  Supply's existing  bank credit
facilities  with  a   revolving  credit  facility in the amount of NOK  650
million, or $84.1 million (the "Norwegian Bank  Facility"). As of March 31,
1999, the Company had approximately NOK 395 million ($51.1 million) of debt
outstanding  under the Norwegian Bank Facility. The Norwegian Bank Facility
is collateralized by a security interest in certain of the Company's  North
Sea vessels, requires Trico  Supply  to  maintain  certain financial ratios
and limits  the  ability  of  Trico  Supply  to  create liens, or merge  or
consolidate with other entities.  Amounts borrowed under the Norwegian Bank
Facility bear interest at NIBOR (Norwegian Interbank Offered Rate)  plus  a
margin. The  weighted average interest rate for the Norwegian Bank Facility
was 7.5%  as  of  March 31,  1999.  The commitment amount for the Norwegian
Bank Facility reduces by NOK 50 million ($6.5  million)  every  six  months
beginning December 1998, with  the  balance  of the commitment to expire in
June 2003.

On April 21, 1999, the Company issued $18.9 million  principal amount of 15
year 6.11% Ship Financing Bonds guaranteed by the United States Government.
The  Ship  Bonds are due in 30 semi-annual installments  of  principal  and
interest, with  the first principal payment beginning October 21, 1999, and
are secured by first preferred ship mortgages on the Spirit River and Hondo
River vessels.  Approximately  half  of  the  proceeds from the Ship Bonds,
associated with the Spirit River, were distributed  to the Company, and the
remainder was placed in escrow at the indenture closing and upon completion
and delivery of the Hondo River will be distributed to  the  Company.   The
proceeds  will  reduce  the  amounts  outstanding  under the Company's Bank
Credit Facility.

On April 16, 1999, the Company executed a definitive  agreement under which
affiliates  of  Inverness  Management LLC ("Inverness") will  purchase  $50
million of the Company's common  shares  in a private placement.  Under the
terms of the agreement, Inverness will purchase  an  aggregate of 8 million
shares  of the Company's common stock in two equal tranches  at  $6.25  per
share.  The  first  tranche  was  closed  on  May  6,  1999  upon the early
termination  of  the waiting period under the Hart-Scott-Rodino  Act.   The
closing of the remaining  tranche is subject to stockholder approval at the
Company's annual meeting scheduled  for  June  8,  1999.   The Company also
agreed,  under  certain  circumstances,  to  file a registration  statement
covering  resale of the shares issued in the private  placement.   Proceeds
from the equity  investment  will  be  used  initially  to  prepay  amounts
outstanding under the Bank Credit Facility.

Capital expenditures planned for the remainder of 1999 consist primarily of
the   remaining   costs   to  complete  two  new  vessels  currently  under
construction.  The Company  is  completing  construction  in  Norway of the
Northern  Admiral,  a  275-foot, technologically advanced AHTS with  23,800
horsepower that is scheduled  to be delivered in June 1999.  The Company is
also completing construction in  the Gulf of the Hondo River, the second of
two deepwater 230-foot supply vessels.  The first vessel, the Spirit River,
was launched in December 1998, while  the  Hondo River will be completed in
May 1999.  Expenditures for the two new vessels  in  1999  are  expected to
total  $27.0  million.  The  remainder  of  the   Company's planned capital
expenditures for 1999 consist principally of completing  vessel upgrade and
refurbishment  projects which were in progress as of the end  of  1998  and
regulatory-mandated U.S. Coast Guard drydocking costs.

The Company believes  that  cash  generated  from  operations together with
available  borrowings  under  the  amended  Bank  Credit Facility  will  be
sufficient  to fund the Company's currently planned  capital  projects  and
working capital  requirements.   The Company historically has grown through
acquisitions,  and  intends  to  pursue  opportunities  to  make  strategic
acquisitions in  the  future.   To  the extent the Company is successful in
identifying such opportunities, it most  likely  would  require  additional
equity  and/or  debt  financing  depending  on  the size of the investments
acquired.  There can be no assurance regarding the availability or terms of
any  such additional equity or debt financing, and  the  Company  could  be
adversely  affected  if it is unable to obtain such additional financing or
if the terms of any such  additional  financing  are  not  favorable to the
Company.

YEAR 2000 COMPLIANCE

In  accordance  with the U.S. Securities and Exchange Commission's  ("SEC")
Staff Legal Bulletin  No.  5 and the SEC's subsequent interpretive release,
the Company has assessed both  the  cost  of addressing and the cost or the
consequence of incomplete or untimely resolution  of  the Year 2000 ("Y2K")
issue.  This process includes (i) the development of Y2K  awareness, (ii) a
comprehensive review to identify systems that could be affected  by the Y2K
issue,   (iii)   an   assessment   of  potential  risk  factors  (including
non-compliance by the Company's suppliers,  subcontractors  and customers),
(iv)  the  allocation  of  required resources, (v) a determination  of  the
extent  of  remediation  work  required,   (vi)   the   development  of  an
implementation   plan  and  time  table,  and  (vii)  the  development   of
contingency plans.

The Company, in the  normal  course  of  business,  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 Y2K  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   Y2K   effect   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 has contacted  key  vendors and
suppliers  to  ensure that they have a Y2K compliance plan in an effort  to
minimize the Company's  exposure  to  their  potential  Y2K  problems.  The
Company   anticipates  completion  of  its  evaluation  of  non-information
technology  equipment,  key  vendors  and suppliers and any remedial action
and/or a contingency plan, if necessary, by mid-1999.

Because of the Company's purchase of new  software  and  conversions to new
software,  the  Y2K  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
Y2K  issue could have an adverse impact on the Company's operations.  Among
other  things  the  Company  could  be  impacted  by:  the inability of the
Company   to   retain  qualified  personnel  and  outside  consultants   to
successfully remediate  Y2K  issues  and implement a new business system as
demand for their services rises; the inability  of  the Company's customers
to  accurately and timely pay invoices; the inability  of  the  Company  to
access  necessary  capital from lenders or other sources when required; and
the inability of the  Company's  significant  suppliers, subcontractors and
others to provide the necessary materials, services  or systems required to
operate the Company's business.

The  Company  believes that it will be able to implement  successfully  the
changes necessary  to  address  the  Y2K  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  Trico  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

The  Company's market risk exposures primarily include  interest  rate  and
exchange  rate  fluctuation  on  derivative  and  financial  instruments as
summarized  below.   The  Company's  market risk sensitive instruments  are
classified as "other than trading."

The Company has entered into a number  of  variable  and  fixed  rate  debt
obligations,  denominated  in both the U.S. Dollar and the Norwegian Kroner
(Norwegian debt payable in Norwegian  Kroner).  The instruments are subject
to interest rate risk.  The Company manages  this  risk  by  monitoring its
ratio  of  fixed  and  variable  rate  debt obligations in view of changing
market conditions and from time to time  altering  that ratio.  The Company
has also entered into an interest rate swap agreement  in  order  to manage
its interest rate exposure.

The  Company's  foreign  subsidiaries collect revenues and pay expenses  in
several different foreign  currencies.   The  Company monitors the exchange
rate of its foreign currencies and, when deemed  appropriate,  enters  into
hedging  transactions  in  order to mitigate the risk from foreign currency
fluctuations.  The  Company also  manages  its  foreign  currency  risk  by
attempting  to  contract   foreign   revenue   in   U.S.  Dollars  whenever
practicable.  At March 31, 1999, there were no material unrealized gains or
losses on open foreign currency forward exchange contracts.

The Company's market risk estimates have not changed  materially from those
disclosed  in  the  Company's  1998  Form  10-K,  incorporated   herein  by
reference.



                        PART II.    OTHER INFORMATION
                ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     3.1  Amended  and  Restated  Certificate  of  Incorporation  of  the
          Company. 1

     3.2  By Laws of the Company.1

     4.1  Specimen Common Stock Certificate.2

     4.2  Amendment No. 2 to that  certain  Second Amended  and  Restated
          Revolving Credit Agreement dated as of  March 31, 1999  by  and
          among the Company, Trico Marine  Operators, Inc., Trico  Marine
          Assets, Inc., and BankBoston, N.A., as agent for itself and the
          other lending  institutions  that may become party thereto from
          time to time in accordance with the terms thereof.

     4.3  Stockholders'  Agreement  dated  as  of  May 6, 1999  among  the
          Company, Inverness/Phoenix  Partners  LP  and  Executive Capital
          Partners I LP.3

     10.1 Purchase Agreement  dated as of April 16, 1999 by and among
          the  Company, Inverness/Phoenix  Partners   LP   and   Executive
          Capital Partners I LP. 3

     11.1 Computation of Earnings Per Share.

     27.1 Financial Data Schedule.

(b) Reports on Form 8-K:

        None.

________________________
                  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 definitive
                       Proxy Statement dated May 7, 1999.


                                SIGNATURE

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



                                 TRICO MARINE SERVICES, INC.



   Date: May 14, 1999              By:  /s/   KENNETH W. BOURGEOIS
                                      ------------------------------
                                          Kenneth W. Bourgeois
                                      Chief Accounting Officer and
                                      duly authorized officer