AMENDMENT NO. 2

                                to that certain

                          SECOND AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT

     This AMENDMENT NO. 2 (this "Amendment"), dated as of March 31, 1999, is by
and  among  (a) TRICO MARINE OPERATORS, INC. ("Marine Operators"), TRICO MARINE
ASSETS, INC.  ("Marine  Assets") (each of Marine Operators and Marine Assets is
referred to herein as a "Borrower"  and  collectively  as the "Borrowers"), (b)
TRICO MARINE SERVICES, INC. (the "Parent"), (c) BANKBOSTON,  N.A. and the other
lending   institutions  party  to  the  Credit  Agreement  referred  to   below
(collectively,  the  "Banks"),  and (d) BANKBOSTON, N.A. as agent for the Banks
(the "Agent").

     WHEREAS, the Borrowers, the Parent, the Banks and the Agent are parties to
that certain Second Amended and Restated  Revolving  Credit Agreement, dated as
of March 13, 1998 (as amended, restated, modified or supplemented and in effect
from time to time, the "Credit Agreement"), pursuant to which the Banks and the
Agent  upon  certain terms and conditions, have agreed to  make  loans  and  to
otherwise extend credit to the Borrowers; and

     WHEREAS,  the  Borrowers  and the Parent have requested that the Banks and
the Agent agree to amend certain provisions of the Credit Agreement; and

     WHEREAS, the Banks and the  Agent have agreed, subject to the satisfaction
of the conditions precedent set forth herein, to so amend the Credit Agreement;
and

     WHEREAS, capitalized terms which  are  used  herein without definition and
which are defined in the Credit Agreement shall have  the  same meanings herein
as in the Credit Agreement.

     NOW, THEREFORE, the Borrowers, the Parent, the Banks and  the Agent hereby
agree as follows:

     <section>1.   AMENDMENTS   TO  THE  CREDIT  AGREEMENT.   Subject  to   the
satisfaction of the conditions precedent  set  forth  in <section>4 hereof, the
Credit Agreement is hereby amended as follows:

<section>1.1 DEFINITIONS.

(a)  The  definition of "Applicable Margin" set forth in  <section>1.1  of  the
Credit Agreement  is  hereby  amended  by  deleting the table set forth in such
definition and substituting in lieu thereof the following new table:

<TABLE>
<CAPTION>
                                             BASE         EUROCURRENCY
LEVEL        LEVERAGE RATIO               RATE LOANS       RATE LOANS
<S>     <C>                               <C>             <C>
  I     Greater than 4.00 to 1.00            0.75%           2.50%
  II    Less than or equal to 4.00 to        0.50%           1.50%
        1.00
</TABLE>

     (b)   The definition of "Commitment Fee Rate" set forth  in Section 1.1 of
the Credit Agreement is hereby amended by deleting the table set  forth in such
definition and substituting in lieu thereof the following new table:

<TABLE>
<CAPTION>

LEVEL            LEVERAGE RATIO                 COMMITMENT  FEE
<S>       <C>                                   <C>
  I       Greater than 4.00 to 1.00                  0.50%
  II      Less than or equal to 4.00 to 1.00         0.50%
</TABLE>

     (c)   Section  1.1  of  the  Credit Agreement is hereby further amended by
deleting the definition of "Available  Commitment"  set  forth  therein  in its
entirety.

     <section>1.2  COMMITMENT TO LEND.  Section 2.1 of the Credit Agreement  is
hereby amended by deleting  the  words  "Available Commitment" occurring in the
twelfth  line  thereof  and  substituting in  lieu  thereof  the  words  "Total
Commitment".

     <section>1.3. MANDATORY REPAYMENTS  OF  LOANS.  Section 2.13 of the Credit
Agreement  is  hereby  amended  by  deleting the words  "Available  Commitment"
occurring in the third line thereof and  substituting in lieu thereof the words
"Total Commitment".

     <section>1.4. COMMITMENT TO ISSUE LETTERS  OF  CREDIT.   Section 3.1.1. of
the  Credit  Agreement  is  hereby  amended  by  deleting  the words "Available
Commitment" occurring in the seventeenth line thereof and substituting  in lieu
thereof the words "Total Commitment".

     <section>1.5.  LEVERAGE  RATIO.  Section  10.2 of  the  Credit Agreement is
hereby amended by deleting the table set forth in such section and  substituting
in lieu thereof the following new table:

<TABLE>
<CAPTION>

PERIOD                          LEVERAGE RATIO
<S>                             <C>
10/1/98 through                 4.10:1.0
12/31/98

1/1/99 through
3/31/99                         5.50:1.0

4/1/99 through                 
6/30/99                         5.90:1.0

7/1/99 through
9/30/99                         6.00:1.0

10/1/99 through                 5.90:1.0
12/31/99

1/1/00  through
6/30/00                         5.50:1.0

7/1/00  through
12/31/00                        4.75:1.0

1/1/01 and at all times
thereafter                      3.50:1.0
</TABLE>

     <section>1.6.  Minimum Mortgaged Vessel Value.  Section 10.4 of the Credit
Agreement is hereby amended  by deleting the percentage "175%" set forth in the
sixth line thereof and substituting in lieu thereof the percentage "200%".

     <section>1.7.  Schedule 1.1.   The  Credit  Agreement  is  hereby  further
amended by deleting Schedule  1.1  thereto  and  substituting  in  lieu thereof
Schedule 1.1 attached hereto.

     <section>2.  Representations and Warranties.  The Parent and each  of  the
Borrowers jointly and  severally  represent  and  warrant  to the Banks and the
Agent as follows:

           (a)  Representations  and  Warranties  in  Credit  Agreement.    The
representations and warranties of the Parent and the Borrowers contained in the
Credit  Agreement, each as amended by this Amendment, (a) were true and correct
in all material  respects  when  made,  and  (b)  except  to  the  extent  such
representations  and  warranties  by  their terms are made solely as of a prior
date, continue to be true and correct in  all  material  respects  on  the date
hereof.

           (b)  Authority,  Etc.   The  execution and delivery by the Borrowers
and the Parent of this Amendment and the  performance  by the Borrowers and the
Parent of all of their agreements and obligations under  this Amendment (i) are
within the corporate authority of each of the Borrowers and  the  Parent,  (ii)
have been duly authorized by all necessary corporate proceedings by each of the
Borrowers and the Parent, (iii) do not conflict with or result in any breach or
contravention  of  any  provision  of law, statute, rule or regulation to which
either of the Borrowers or the Parent  is subject or any judgment, order, writ,
injunction, license or permit applicable  to  either  of  the  Borrowers or the
Parent, and (iv) do not conflict with any provision of the corporate charter or
by-laws  of, or any agreement or other instrument binding upon, either  of  the
Borrowers or the Parent.

           (c)  Enforceability  of Obligations.  This Amendment, and the Credit
Agreement  as  amended  hereby,  constitute   the   legal,  valid  and  binding
obligations  of each of the Borrowers and the Parent enforceable  against  each
such Person in  accordance with their respective terms.  After giving effect to
this Amendment, no  Default  or  Event  of  Default  exists  under  the  Credit
Agreement or any other Loan Document.

           (d)  Receipt  of Equity Proceeds.  The Parent has received from  the
sale of its common stock equity  interests  gross  proceeds  of  not  less than
$25,000,000, less commissions, fees, and expenses directly associated with such
sale.

     <section>3.  Affirmation  of  Borrowers  and the Parent. (a)  Each of  the
Borrowers hereby affirms its absolute and unconditional  promise to pay to each
Bank and the Agent such Borrower's respective Obligations  due under the Notes,
the  Credit Agreement as amended hereby, and the other Loan Documents,  at  the
times  and in the amounts provided for therein.  Each of the Borrowers confirms
and agrees that (i) the obligations of the Borrowers to the Banks and the Agent
under the Credit Agreement as amended hereby are secured by and entitled to the
benefits  of the Security Documents and (ii) all references to the term "Credit
Agreement"  in  the  Security  Documents  shall  hereafter  refer to the Credit
Agreement as amended hereby.

           (b)  The Parent hereby acknowledges that it has read and is aware of
the provisions of this Amendment.  The Parent hereby reaffirms its absolute and
unconditional  guaranty  of  the  Borrowers' payment and performance  of  their
obligations to the Banks and the Agent  under  the  Credit Agreement as amended
hereby.   The  Parent  hereby confirms and agrees that all  references  in  the
Guaranties to the term "Credit  Agreement"  shall hereafter refer to the Credit
Agreement as amended hereby.

     <section>4.  Conditions  to Effectiveness.   Subject  to  the  immediately
succeeding sentence, this Amendment  shall  be effective as of the date hereof;
provided  that  <section><section>1.1(a),  1.1(b),  and  1.6  hereof  shall  be
effective as of May __, 1999.  The effectiveness  of  this Amendment is subject
to  the  satisfaction  of  the  following  conditions precedent  (each  of  the
following to be in form and substance satisfactory to the Agent):

     (i)   receipt by the Agent of an original  counterpart  signature  to this
Amendment, duly executed and delivered by the Borrowers, the Parent, the  Banks
and the Agent;

     (ii)  receipt   by   the   Agent   of   appropriate   corporate  authority
documentation for the Borrowers and the Parent, including copies (to the extent
not  already  furnished  to  the  Agent)  of  each such Person's organizational
documents,  bylaws,  if  any,  and  resolutions  authorizing  the  transactions
contemplated by this Amendment;

     (iii) receipt by the Agent, for the pro rata  account  of each Bank, of an
amendment  fee  in  an  amount  for each such Bank equal to one-eighth  of  one
percent (0.125%) of such Bank's Commitment;

     (iv)  the representations and  warranties  of  the  Parent and each of the
Borrowers  set  forth  in  Section 2 hereof shall be true and  correct  in  all
material respects; and

     (v)   payment by the Borrowers  of  all  outstanding legal, appraisal, and
out-of-pocket fees and expenses of the Agent and  the  Agent's special counsel,
including any prior expenses which have not yet been paid.

     <section>5. Miscellaneous Provisions.  (a)  Except  as otherwise expressly
provided by this Amendment, all of the terms, conditions and  provisions of the
Credit Agreement shall remain the same.  It is declared and agreed  by  each of
the parties hereto that the Credit Agreement, as amended hereby, shall continue
in  full  force  and  effect,  and that this Amendment and the Credit Agreement
shall be read and construed as one instrument.

     (b)   THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL
AND  SHALL  BE  CONSTRUED  ACCORDING  TO  AND  GOVERNED  BY  THE  LAWS  OF  THE
COMMONWEALTH OF MASSACHUSETTS.

     (c)   This Amendment may  be  executed  in any number of counterparts, but
all such counterparts shall together constitute  but one instrument.  In making
proof of this Amendment it shall not be necessary  to  produce  or  account for
more  than  one  counterpart  signed by each party hereto by and against  which
enforcement hereof is sought.

     (d)   Headings or captions  used  in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.

     (e)   The Borrowers hereby jointly  and  severally  agree  to  pay  to the
Agent,  on demand by the Agent, all reasonable out-of-pocket costs and expenses
incurred  or  sustained by the Agent in connection with the preparation of this
Amendment (including reasonable legal fees and expenses).



     IN WITNESS  WHEREOF, the parties hereto have executed this Amendment as an
agreement under seal as of the date first written above.

                                                TRICO MARINE OPERATORS, INC.


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                TRICO MARINE ASSETS, INC.


                                                By:___________________________
                                                    Name:
                                                    Title:

                                                TRICO MARINE SERVICES, INC.


                                                By:___________________________
                                                    Name:
                                                    Title:


                                                BANKBOSTON, N.A., individually
                                                   and as Agent


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                BNY FINANCIAL CORPORATION


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                BANK OF SCOTLAND


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                CHRISTIANIA BANK OG KREDITKASSE
                                                 ASA, NEW YORK BRANCH


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                By:____________________________
                                                    Name:
                                                    Title:


                                                FIRST UNION NATIONAL BANK (as
                                                successor to CORESTATES BANK,
                                                N.A.)


                                                By:____________________________
                                                    Name:
                                                    Title:


                                                CREDIT LYONNAIS NEW YORK BRANCH


                                                By:____________________________
                                                    Name:
                                                    Title:


                                               BANK ONE, LOUISIANA, NA (as
                                               successor to FIRST NATIONAL BANK
                                               OF COMMERCE)


                                                By:____________________________
                                                    Name:
                                                    Title:


                                                THE FUJI BANK, LIMITED


                                                By:____________________________
                                                    Name:
                                                    Title:


                                                HIBERNIA NATIONAL BANK


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                MEESPIERSON CAPITAL CORP.


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                By:____________________________
                                                    Name:
                                                    Title:


                                                WELLS FARGO BANK (TEXAS) N. A.


                                                By:____________________________
                                                    Name:
                                                    Title: