SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2003  Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period to

Commission File Number 0-28316
TRICO MARINE SERVICES, INC.

(Exact name of registrant as specified in its charter)

|                                         | Delaware                 |                                      | 72-1252405
|---------------------------------------- | ------------------------ | ------------------------------------ | ----------
|(State or other jurisdiction of          |                          | (I.R.S. Employer Identification No.)
|incorporation or organization)           |                          |                                     
|                                         |                          |                                     
|                                         |                          |                                      |           
|                                         | 250 North American Court |                                      |           
|                                         | Houma, LA                |                                      | 70363     
|(Address of principal executive offices) |                          | (Zip Code)                          

Registrant's telephone number, including area code	(985) 851-3833
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes  
X                         No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.)             Yes 
X                No

As of May 6, 2003, there were 36,272,335 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    
|                                                
|CONDENSED CONSOLIDATED BALANCE SHEETS           
|                                                
|(Unaudited)                                     
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|(Dollars in thousands, except per share amounts)
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|Current assets:                                 
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|Property and equipment, at cost:                
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|Less accumulated depreciation and amortization  
|                                                
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|Goodwill                                        
|Other assets                                    
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|Current liabilities:                            
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|Long-term debt                                  
|Deferred income taxes, net                      
|Other non-current liabilities                   
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|Commitments and contingencies                   
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|Stockholders' equity:                           
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|TRICO MARINE SERVICES,
INC. AND SUBSIDIARIES    
|------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
|(Unaudited)                                     
|(Dollars in thousands, except per share amounts)
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|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES                
|------------------------------------------------------------
|                                                            
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             
|                                                            
|(Unaudited)                                                 
|                                                            
|(Dollars in thousands)                                      
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|                                                            
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|Net loss                                                    
|Adjustments to reconcile net loss to net cash provided      
|by (used in) operating activities:                          
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|Changes in operating assets and liabilities:                
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|Cash flows from investing activities:                       
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|Cash flows from financing activities:                       
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|Effect of exchange rate changes on cash and cash equivalents
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|Net decrease in cash and cash equivalents                   
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|Cash and cash equivalents at beginning of period            
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|Cash and cash equivalents at end of period                  
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|Supplemental information:                                   
|Income taxes paid                                           
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|Interest paid                                               
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|                                                            



|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES  
|----------------------------------------------
|                                              
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|(Unaudited)                                   
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|(Dollars in thousands)                        
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|Net loss                                      
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|Other comprehensive income (loss), net of tax:
|                                              
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|Comprehensive loss                            
|                                              
|                                              
|                                              



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Financial Statement Presentation:The condensed 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, 2003 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 consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.2.    Loss Per Share:Following is a reconciliation of the numerators and denominators of the basic and diluted
loss per share computations (in thousands, except share and per share data).

|                                                         | Three Months Ended March 31, 2003 |          |                      | Three Months Ended March 31, 2002
|-------------------------------------------------------- | --------------------------------- | -------- | -------------------- | ---------------------------------
|                                                         | Loss (Numerator)                  |          | Shares (Denominator) |                                  
|Net loss                                                 | $                                 | (13,471) |                      |                                  
|Basic loss per shareLoss available to commonshareholders |                                   | (13,471) |                      | 36,272,335                       
|Effect of Dilutive SecuritiesStock option grants         |                                   |          |                      |                                  
|                                                         | -                                 |          | -                    |                                  
|Diluted loss per share                                   |                                   |          |                      |                                  
|Loss
available to commonshareholders                     | $                                 | (13,471) |                      | 36,272,335                       

For the three-month period ending March 31, 2003, options to purchase 2,093,968 shares of common stock at prices ranging from $0.91 to $23.13 have been excluded from the computation of diluted
loss per share because inclusion of these shares would have been antidilutive.  During the three months ended March 31, 2002 options to purchase 2,110,468 shares of common stock at prices ranging from $0.91 to $23.13 were not included in the computation of diluted
loss per share because inclusion of these shares would have been antidilutive.
Stock Based Compensation

At March 31, 2003, the Company had two stock-based employee compensation plans.  Please refer to the Companys December 31, 2002 Annual Report on Form 10-K for a description of the plans.  The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure an Amendment of FASB Statement No. 123." No stock-based employee compensation cost is reflected in net earnings, as all options granted under these plans had an exercise price equal to or greater than the market value of the underlying common stock on the grant date.  The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation (in thousands, except per share data).

|                                                                                                                                            |  | Three Months Ended March 31
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------
|                                                                                                                                            |  |                            
|                                                                                                                                            |  |                            
|Net loss                                                                                                                                    |  | $                          
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                            
|Pro forma net loss                                                                                                                          |  | $                          
|Loss per share:
Basic and Diluted-as reported                                                                                               |  | $                          
|Basic and Diluted-pro forma                                                                                                                 |  | $                          

3.    Income Taxes:Income tax benefit for the three months ended March 31, 2003 is comprised of a tax benefit of $1.1 million associated with our Norwegian operations.  In accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes," no tax benefit was recorded on the financial statements on the Companys first quarter 2003 U.S. net operating loss as management does not consider the benefit to be more likely than not to be realized.  The Companys effective income tax rate for the three-month period ended March 31, 2002 was 34%.  The variance from the Companys statutory rate was primarily due to income contributed by the Companys Norwegian subsidiary for which income taxes were provided at the Norwegian statutory rate of 28%.  The Company intends to reinvest the unremitted Norwegian earnings and postpone their repatriation indefinitely.
The Companys Brazilian subsidiary received a tax assessment from a Brazilian State tax authority for Reais 14,764,761 (approximately $4.4 million at March 31, 2003).  The tax assessment is based on the premise that certain services provided in Brazilian federal waters are considered taxable by certain Brazilian states as transportation services and are subject to a state tax.  The Company has filed a timely defense and is currently under no obligation to pay the assessment unless and until such time as all appropriate appeals are exhausted.  The Company intends to vigorously challenge the imposition of this tax.  Broader industry actions have been taken against the tax in the form of a suit filed at the Brazilian federal supreme court seeking a declaration that the state statue attempting to tax the industrys activities is unconstitutional.  If the Companys challenge to the imposition of the tax proves unsuccessful, which Brazilian counsel and the Company believe improbable, current contract provisions and other factors could potentially mitigate the Companys tax exposure.4.    Segment and Geographic Information:The Company is a provider of marine support services to the oil and gas industry.  Revenues primarily result from the charter of vessels owned by the Company.  As of March 31, 2003, the Company had three crew boats under long-term lease.  The Companys three reportable segments are based on geographic area, consistent with the Companys management structure.  The accounting policies of the segments are the same, except for purposes of income taxes and intercompany transactions and balances.   The North Sea segment provides for a flat tax, in addition to taxes on equity and net financial income, at a rate of 28%, which is the Norwegian statutory tax rate.  Additionally, segment data includes intersegment revenues, receivables and payables, and investments in consolidated subsidiaries (excluding equity in earnings of consolidated subsidiaries).  The Company evaluates performance based on net income (loss).  The U.S. segment represents the Companys domestically managed operations and reflects interest expense including that on long-term debt associated with the acquisitions of foreign subsidiaries.  The North Sea segment includes those vessels that are managed by our North Sea offices and may, from time to time, include work performed in other geographic areas.  The Other segment represents the Companys Brazilian, Caribbean and West African operations.  Segment data for the three-month periods ended March 31, 2003 and 2002 are as follows (in thousands):4.     Segment and Geographic Information, continued:

|March 31, 2003                   |   | U.S.     |   | North  Sea |   | Other  |   | Totals   
|-------------------------------- | - | -------- | - | ---------- | - | ------ | - | ---------
|                                 |   |          |   |            |   |        |   |          
|Revenues from external customers | $ | 8,004    | $ | 15,220     | $ | 5,787  | $ | 29,011   
|Intersegment revenues            |   | 23       |   | -          |   | -      |   | 23       
|Segment net income (loss)        |   | (11,221) |   | (2,432)    |   | 182    |   | (13,471) 
|Segment total assets             |   | 466,306  |   | 466,250    |   | 77,761 |   | 1,010,317
|                                 |   |          |   |            |   |        |   |          
|March 31, 2002                   |   | U.S.     |   | North  Sea |   | Other  |   | Totals   
|                                 |   |          |   |            |   |        |   |          
|Revenues from external customers | $ | 13,329   | $ | 15,164     | $ | 3,615  | $ | 32,108   
|Intersegment revenues            |   | 36       |   | ---        |   | ---    |   | 36       
|Segment net income (loss)        |   | (6,158)  |   | 1,716      |   | (351)  |   | (4,793)  
|Segment total assets             |   | 531,749  |   | 345,552    |   | 56,692 |   | 933,993  

A reconciliation of segment data to consolidated data as of March 31, 2003 and 2002 is as follows (in thousands):

|                                                                                        |   | 2003   |  |   | 2002  
|--------------------------------------------------------------------------------------- | - | ------ |  | - | ------
|Revenues                                                                                |   |        |  |   |       
|Total revenues from external customers and intersegment
revenues forreportable segments | $ | 29,034 |  | $ | 32,144
|Elimination of intersegment
revenues                                                    |   | (23)   |  |   | (36)  
|Total consolidated revenues                                                             | $ | 29,011 |  | $ | 32,108



|Assets                                    |   |           |  |   |          
|----------------------------------------- | - | --------- |  | - | ---------
|Total assets for reportable segments      | $ | 1,010,317 |  | $ | 933,993  
|Elimination of intersegment
receivables   |   | (12,115)  |  |   | (4,931)  
|Elimination of investment in subsidiaries |   | (279,559) |  |   | (281,224)
|Total consolidated assets                 | $ | 718,643   |  | $ | 647,838  

5.   Sale of Crewboats:In February 2003 the Company sold one of its crew boats for approximately $617,500 and recognized a gain of approximately $477,000 on the transaction.  In February 2002, the Company sold one of its crewboats for approximately $725,000 and recognized a gain of approximately $496,000 from the sale.  The proceeds from both sales were used for working capital.6.   New Accounting Standards:In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations," which requires companies to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 on January 1, 2003 did not have a material impact on the Companys net income, cash flows or financial position.In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as of April 2002."  This Statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements."  SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.  SFAS No. 145 is effective for financial statements issued for fiscal years beginning after May 15, 2002.  SFAS No. 145 is not expected to affect our results of operations, liquidity or financial position except for the reclassification of extraordinary items for debt extinguishment.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."  This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by this guidance include termination benefits provided to current employees that are involuntarily terminated under the terms of a benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract, costs to terminate a contract that is not a capital lease, and costs to consolidate facilities or relocate employees.  The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged.  The adoption of SFAS No. 146 did not have an impact on the Companys current financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148,  "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123,"  to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation.  In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  This statement also requires that those effects be disclosed more prominently by specifying the form, content and location of those disclosures. SFAS No. 148 improves the prominence and clarity of the pro forma disclosures required by SFAS No. 123 by prescribing a specific tabular format and by requiring disclosure in the Summary of Significant Accounting Policies or its equivalent.  In addition, this statement improves the timeliness of those disclosures by requiring their inclusion in financial reports for interim periods.  This statement is effective for financial statements for fiscal years ending after December 15, 2002 and is effective for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002 with earlier application permitted.  The Company adopted the disclosure provisions of SFAS No. 148 as of December 31, 2002 and has presented the pro forma effects of SFAS No. 123 in footnote 2 to the financial statements.
On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34."  FIN 45 clarifies the requirements of SFAS No. 5, "Accounting for Contingencies," relating to the guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees.  The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end after December 15, 2002.  However, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor's year-end.  The adoption of FIN 45 on January 1, 2003 did not have an impact on the Company's current financial position or results of operations.
On January 17, 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."  FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.  FIN 46 applies to public enterprises as of the beginning of the applicable interim or annual period.  The Company believes that the adoption of the provisions of FIN 46 will have no impact upon its financial position or results of operations.
On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003.  In addition, except as stated below, all provisions of this Statement are to be applied prospectively.  The provisions of SFAS No. 149 that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003 will continue to be applied in accordance with their respective effective dates.  In addition, paragraphs 7(a) and 23(a) of SFAS No. 149, which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, will be applied to both existing contracts and new contracts entered into after June 30, 2003.  The adoption of SFAS No. 149 is not expected to impact the Companys existing operating results or current financial position.
In June 2001, the Accounting Standards Executive Committee of the AICPA, ("AcSEC"), issued an exposure draft of a proposed Statement of Position ("SOP"), "Accounting for Certain Costs and Activities Related to Property, Plant, and Equipment."  This SOP provides guidance on accounting for certain costs and activities relating to property, plant, and equipment ("PP&E").  For purposes of this SOP, a project stage or timeline framework is used and PP&E assets are accounted for at a component level.  Costs incurred for PP&E are classified into four stages: preliminary, preacquisition, acquisition-or-construction and in-service.  The SOP requires, among other things, that preliminary, preacquisition and acquisition-or-construction stage costs, except for payments to obtain an option to acquire PP&E, should be charged to expense as incurred.  Costs related to PP&E that are incurred during the in-service stage, including costs of normal, recurring, or periodic repairs and maintenance activities, should be charged to expense as incurred unless the costs are incurred for acquisition of additional PP&E or components of PP&E or the replacement of existing PP&E or components of PP&E.  Costs of planned major maintenance activities are not a separate PP&E asset or component.  Those costs should be charged to expense, except for acquisitions or replacements of components that are capitalizable under the in-service stage guidance of this SOP.  The AcSEC is currently reviewing comment letters on the subject SOP and is expected to present the SOP to the Financial Accounting Standards Board by mid-year 2003.  The proposed SOP is subject to change.  However, if the proposed SOP is adopted in its current form, the Company will have to write-off its net capitalized deferred marine inspection costs, which totaled $23.5 million at March 31, 2003.  This write-off would be accounted for as a cumulative effect of a change in accounting principle as of the beginning of the year of adoption.  Further evaluation is required by the Company to fully quantify the impact of this proposed pronouncement, if adopted.7.   Separate Financial Statements for Subsidiary Guarantors:The following presents the unaudited condensed consolidating historical financial statements as of March 31, 2003, and December 31, 2002, and for the three-month periods ended March 31, 2003 and 2002, for the subsidiaries of the Company that serve as guarantors of the 8.875% senior notes and for the Companys subsidiaries that do not serve as guarantors.  The guarantor subsidiaries are 100% owned by the parent company and their guarantees are full and unconditional and joint and several.

|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
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|ASSETS                                              
|Current assets:                                     
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|Property and equipment, at cost:                    
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|                                                    
|                                                    
|Less accumulated depreciation and amortization      
|                                                    
|                                                    
|Investment in subsidiaries                          
|Due from affiliates                                 
|Goodwill                                            
|Other assets                                        
|Deferred income taxes                               
|                                                    
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|LIABILITIES AND STOCKHOLDERS' EQUITY                
|Current liabilities:                                
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|                                                    
|                                                    
|Long-term debt                                      
|Due to affiliates                                   
|Deferred income taxes                               
|Other liabilities                                   
|                                                    
|                                                    
|Commitments and contingencies                       
|Stockholders' equity:                               
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|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
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|ASSETS                                              
|Current assets:                                     
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|Property and equipment, at cost:                    
|                                                    
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|                                                    
|Less accumulated depreciation and amortization      
|                                                    
|                                                    
|Investment in subsidaries                           
|Due from affiliates                                 
|Goodwill                                            
|Other assets                                        
|Deferred income taxes                               
|                                                    
|                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY                
|Current liabilities:                                
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|Long-term debt                                      
|Due to affiliates                                   
|Deferred income taxes                               
|Other liabilities                                   
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|Commitments and contingencies                       
|Stockholders' equity:                               
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|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
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|Revenues:                                           
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|Operating expenses:                                 
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|Operating loss                                      
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|Interest expense                                    
|Amortization of deferred financing costs            
|Equity in net earnings of subsidiaries              
|Other income (loss), net                            
|                                                    
|Loss before income taxes                            
|                                                    
|Income tax benefit                                  
|                                                    
|Net loss                                            
|                                                    
|Equity in comprehensive loss of subsidiaries        
|                                                    
|Other comprehensive loss, net of tax:               
|                                                    
|                                                    
|Comprehensive loss                                  
|                                                    



|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
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|Revenues:                                           
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|Operating expenses:                                 
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|Operating income (loss)                             
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|Interest expense                                    
|Amortization of deferred financing costs            
|Equity in net earnings of subsidiaries              
|Other income (expense), net                         
|                                                    
|Loss before income taxes                            
|                                                    
|Income tax expense (benefit)                        
|                                                    
|Net income (loss)                                   
|                                                    
|Equity in comprehensive income of subsidiary        
|                                                    
|Other comprehensive income (loss), net of tax:      
|                                                    
|                                                    
|Comprehensive income (loss)                         
|                                                    



|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Net loss                                            
|                                                    
|Adjustments to reconcile net loss to net            
|cash provided by (used in) operating activities:    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows from investing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows from financing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Effect of exchange rates on cash and cash           
|                                                    
|                                                    
|Net increase (decrease) in cash and cash equivalents
|                                                    
|Cash and cash equivalents at beginning of period    
|                                                    
|Cash and cash equivalents at end of period          
|                                                    



|TRICO MARINE SERVICES, INC.                         
|----------------------------------------------------
|AND SUBSIDIARIES                                    
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|                                                    
|7. Consolidating Financial Statements               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Net income (loss)                                   
|                                                    
|Adjustments to reconcile net income (loss) to net   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows from investing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Cash flows from financing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Effect of exchange rates on cash and cash           
|                                                    
|                                                    
|Net increase (decrease) in cash and cash equivalents
|                                                    
|Cash and cash equivalents at beginning of period    
|                                                    
|Cash and cash equivalents at end of period          
|                                                    

8.   
LiquidityThe Companys
performance and cash flow from operations are determined primarily by the level
of day rates and utilization for its vessels, which in turn is affected by
expenditures for oil and gas exploration, development and production and
industry perceptions of future oil and gas prices in the market areas in which
it operates.  Gulf of Mexico drilling activity continues to negatively impact
Gulf class vessel utilization and day rates and the North Sea market recently
weakened resulting in a decrease in the Companys North Sea vessel utilization
in the first quarter of fiscal 2003.   The Company expects improvements in day
rates and vessel utilization during the remainder of fiscal 2003 as compared to
the first quarter of fiscal 2003.  However, even anticipating an improvement in
market conditions, the Company expects to require additional financing for the
remainder of 2003 as a result of projected debt service requirements and planned
capital commitments.  In addition, it is possible that even with improvements in
market conditions the Company will have difficulty meeting working capital
requirements and complying with debt covenants.  Further, continued negative
market conditions could impact the Company's credit rating and access to
capital.
Given these issues, the Company has assessed its ability to continue as a viable
business and has concluded that it can fund operating activities and capital
requirements.  However, the Company will be required to address the following
issues during 2003:

| |  | Capital Commitments- One of the Companys primary capital commitments in 2003 is to fund the
construction of the anchor handling towing supply vessel (AHTS) for its
long-term contract with Petroleo Brasilerio S.A. (Petrobras).  In October
2002, the Company entered into an agreement with a Brazilian shipyard to
construct the vessel; with the estimated cost as of March 31, 2003, to construct
the vessel of approximately $39.0 million.  As of March 31, 2003, the Company
had made approximately $5.6 million in progress payments.  Progress payments
required under the construction contract for the balance of fiscal 2003 are
expected to be approximately $2.0 million in the second quarter, $10.1 million
in the third quarter and $6.2 million in the fourth quarter. The Company is
currently pursuing financing 75% of the total AHTS project cost from the
Brazilian national development bank.   The Company will be required to obtain
lender consent under its U.S. dollar revolving credit facility in order to
obtain any financing from the Brazilian national development bank.  In addition,
the Company has engaged a European investment-banking firm to assist in
obtaining equity financing from a joint venture partner for the AHTS project. 
The Company may also consider selling its interest in the project.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Market
Conditions and Working Capital- As discussed above, the Company expects an improvement in day rates and vessel
utilization in the Gulf of Mexico during the remainder of 2003.  However, it is
possible that the negative market conditions will continue throughout 2003.  As
a result, the Company may not be able to meet its projected working capital
needs and may have difficulty complying with certain financial covenants in its
U.S. dollar revolving credit facility.  The Company has implemented a strategic
initiative to increase vessel utilization by considering redeploying vessels to
international areas as necessary.  In addition, the Company is in the process of
obtaining refinancing on its NOK term loan to extend and increase this facility.
The Company also plans to pursue other alternatives, which may include vessel
sales.  The Company may also be required to defer certain capital expenditures,
or seek additional sources of financing which may not be available to it or may
be cost prohibitive.                                                                                                                                                                                                                                                                                                     

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS







|                                | Three months ended March 31,
|------------------------------- | ----------------------------
|Average Day Rates:              |                             
|Supply (Gulf class)             |                             
|Supply/Anchor Handling (N. Sea) | $                           
|Crew/line handling              | $                           
|                                |                             
|Utilization:                    |                             
|Supply (Gulf class)             |                             
|Supply/Anchor Handling (N. Sea) |                             
|Crew/line handling              |                             
|                                |                             
|Average no. of Vessels:         |                             
|Supply (Gulf class)             |                             
|Supply/Anchor Handling (N. Sea) |                             
|Crew/line handling              |                             
|                                |                             

Day rates for our Gulf class supply boats for the first quarter of 2003 decreased 12.8% to $5,277, compared to $6,050 for the first quarter of 2002. The utilization rate for the Gulf class supply boats decreased to 47% for the first quarter of 2003, compared to 53% for the year-ago period, due to the decrease in Gulf of Mexico offshore drilling activity.

Day rates for our North Sea vessels averaged $10,459 for the first quarter of 2003, compared to $10,443 for the first quarter of 2002. North Sea vessel utilization declined to 80% in the first quarter of 2003, from 89% in the year ago period due to the decrease in North Sea drilling activity, the impact of new build vessels entering the market, and the dry docking of two of our vessels during the quarter.
Day rates for our crew boats and line handling vessels averaged $2,762 for the first quarter of 2003, compared to $2,729 for the first quarter of 2002. Utilization for the crew boats and line handling vessels was 68% for the first quarter of 2003 compared to 67% in the year ago period.

During the first quarter of 2003, direct vessel operating expenses increased to $20.5 million (70.8% of revenues) compared to $19.3 million (60.2% of revenues) for the first quarter of 2002 due primarily to the addition of two new platform supply vessels ("PSVs") and the exchange rate impact of the strengthening of the Norwegian Kroner against the U.S. dollar.  Vessel operating expenses increased as a percentage of revenue in the 2003 first quarter compared to the prior year because of the decrease in utilization and average day rates for our Gulf class supply boats and the decreased utilization of our North Sea fleet.

Depreciation and amortization expense increased to $8.5 million for the first quarter 2003 from $7.4 million for the year-ago period due to the addition of two large North Sea PSVs in the second half of 2002 and the quarter to quarter exchange rate impact of the strengthening of the Norwegian Kroner against the U.S. dollar.   Amortization of marine inspection costs decreased to $2.4 million for the quarter ended March 31, 2003, from $2.7 million in the comparable 2002 period, due principally to decreased dry-docking and marine inspection costs in prior periods.

Our general and administrative expenses increased to $3.8 million in the first quarter of 2003 compared to $3.5 million for the 2002 first quarter due to the strengthening of the Norwegian Kroner against the U.S. dollar. General and administrative expenses increased as a percentage of revenues to 13.1% in the 2003 first quarter from 11.0%, due to the decrease in the utilization and day rates for our Gulf class supply boats and the decreased utilization of our North Sea fleet.
Interest expense increased to $7.9 million for the first quarter of 2003, compared to $6.1 million for the first quarter of 2002 due to higher borrowings used to fund the construction of the two new PSVs delivered in 2002, the strengthening of the Norwegian Kroner against the U.S. dollar, and higher borrowings and interest costs associated with the refinancing of the 8 1/2% senior notes in May 2002.
In the first quarter of 2003 we had an income tax benefit associated with our Norwegian operations of $1.1 million, compared to a net income tax benefit of $2.5 million in the first quarter of 2002.  In accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes," no tax benefit was included in the first quarter 2003 financial statements on the U.S. net operating loss as management does not consider the benefit to be more likely than not to be realized.

LIQUIDITY AND CAPITAL RESOURCES

Our on-going
capital requirements arise primarily from our need to service debt, acquire,
maintain or improve equipment and provide working capital to support our
operating activities.  
During the three month period ended March
31, 2003, $155,000 in funds were used in operating activities compared to $3.2
million in funds used by operating activities in the first quarter of 2002.  An
increase in the first quarter 2003 to first quarter 2002 comparative net loss of
$(8.6) million was offset primarily by a $9.4 million change in the accrued
expense component of operating cash flows due to our May 2002 refinancing of our
8.5% senior notes, and operating cash increases generated by a decrease in
accounts receivable and an increase in pre-paid expenses and other current
assets in the amounts of $2.0 million and $566,000, respectively.  During the
first quarter of 2003, we used $2.2 million in investing activities which
consisted primarily of $6.0 million used to fund North Sea vessel
improvements, remaining construction costs on the third crew boat delivered in
March 2003 and initial construction costs of our Brazilian  AHTS.  These costs
were offset in part by $2.9 million in net proceeds from the sale and lease back
on the third crew boat. This compares to the previous year when we used $4.2
million in investing activities consisting primarily of $4.9 million for capital
expenditures offset in part by $752,000 received primarily from the sale of a
crew boat.  During 2003, financing activities provided a net of $277,000.  This
compares to $3.5 million in funds used in financing activities during the first
quarter of 2002 primarily to reduce debt.
As of April 30, 2003, we had outstanding $250.0 million in 8.875% senior
notes due 2012.  The senior notes are unsecured and are guaranteed by our
primary U.S. operating subsidiaries. We are required to make interest payments
of approximately $11.1 million on May 15 and November 15 of each year.  The
indenture governing the senior notes contains covenants that, among other
things, prevent us from incurring additional debt, effecting any sale-leaseback
transactions, paying dividends or making other distributions unless our ratio of
cash flow to interest expense on a rolling 12 month basis is at least 2.0 to 1. 
At April 30, 2003, since we don't meet this ratio, we could incur an additional
$91.8 million of secured debt under an exception to the debt incurrence covenant
and remain in compliance with the senior note indenture.  The indenture also
contains customary covenants that restrict our ability to create liens, sell
assets, or enter into mergers or acquisitions.
As of April 30, 2003, we had, outstanding, approximately $4.4 million of United
States Government Guaranteed Ship Financing Bonds, SWATH Series I, at an
interest rate of 6.08% per annum.  These bonds mature in September 2006 and
require semi-annual principal payments of $625,000 plus interest.  The bonds are
secured by a first preferred ship mortgage on the Companys SWATH vessel and by
an assignment of the vessel's charter contract.
As of April 30, 2003, we had outstanding approximately $13.8 million of
United States Government Guaranteed Ship Financing Bonds at an interest rate of
6.11% per annum.  These bonds mature in April 2014 and require semi-annual
principal payments of $629,000 plus interest.  The bonds are secured by first
preferred ship mortgages on two large Gulf supply boats.
We entered into a master lease agreement in September 2002 providing for the
sale-leaseback of the three 155-foot crew boats we were then constructing. We
sold the three crew boats to the lessor for $11.3 million (the estimated cost of
the crew boats) and bareboat chartered each crew boat when it was delivered for
a 10-year term. The last vessel was delivered in March 2003.  The combined
monthly lease payments on the three crew boats is $90,226.  We have options to
purchase each crew boat at the end of the eighth year and also at the end of the
10-year term for its estimated fair market value.  Our obligations under the
master lease are also secured by $1.8 million in letters of credit.  In
accordance with generally accepted accounting principles for operating leases,
the amount of our lease obligations is not reflected on our balance sheet, but
is included in vessel operating expenses in our income statement.
Our primary U.S. operating subsidiaries have a bank credit facility (the
"U.S. Dollar Facility") that provides a $50.0 million revolving line of credit
payable in U.S. Dollars.  The U.S. Dollar Facility matures in December 2005. 
Borrowings bear interest at a Eurocurrency rate plus a margin that depends on
our interest coverage ratio.  As of March 31, 2003, we had $22.5 million in
outstanding borrowings and $3.7 million in outstanding stand-by letters of
credit under the U.S. Dollar Facility.  Of the stand-by letters of credit, $1.9
million was used to secure bonds to temporarily import vessels into Caribbean
locations, and $1.8 million secures our obligations under the crew boat
operating leases discussed above.  The weighted average interest rate for
borrowings under the U.S. Dollar Facility was 3.8% as of March 31, 2003.  In
March 2003, because of weak market conditions in the first quarter of 2003 and
concern that such conditions could extend beyond the first quarter, we amended
our cash flow to interest expense and tangible net worth covenants in the U.S.
Dollar Facility.  The amended covenants require us to maintain on the last day
of each quarter a minimum cash flow to interest expense ratio, calculated on a
rolling four quarter basis, of .90 to 1(a decrease from 1.10 to 1) for the
periods ending March 31 and June 30, 2003, increasing to 1.00 to 1 (a decrease
from 1.25 to 1) for the period ending September 30, 2003, 1.20 to 1 (a decrease
from 1.50 to 1) for the period ending December 31, 2003, 1.50 to 1 (a decrease
from 1.75 to 1) for the period ending March 31, 2004, 1.75 to 1 (unchanged) for
the period ending June 30, 2004 and increasing to 2.00 to 1 (unchanged) for the
period ending September 30, 2004, a debt to capitalization ratio (computed as
debt plus stockholders' equity and a 2002 valuation allowance as defined) no
greater than .60 to 1, positive working capital and a minimum tangible net worth
of $165 million ( a decrease from $175 million), as defined. Our cash flow to
interest expense ratio for the period ended March 31, 2003 was .96 to 1, our
debt to capitalization ratio was .57 to 1 and our tangible net worth was $192.9
million, as defined. The U.S. Dollar Facility is secured by a mortgage on
substantially all of our U.S. Gulf class supply and crew boats, requires us to
maintain mortgaged vessel values of at least 200% of borrowings under the U.S.
Dollar Facility and limits our ability to incur additional indebtedness, make
capital expenditures, pay dividends or make other distributions, create liens,
sell assets or enter into certain mergers or acquisitions. 

Our North Sea operating subsidiary maintains a reducing revolving credit
facility (the "NOK Facility") payable in Norwegian Kroner (NOK) that at March
31, 2003 was in the amount of NOK 760 million ($104.5 million).  The commitment
amount for this bank facility reduces by NOK 40 million ($5.5 million) every six
months with the next reduction to occur in September 2003 and with the remaining
NOK 240 million ($33.0 million) balance of the commitment to expire in September
2009.  As of March 31, 2003, we had NOK 620 million ($85.2 million) of
debt outstanding under the NOK Facility.  Amounts borrowed under the NOK
Facility bear interest at NIBOR (Norwegian Interbank Offered Rate) plus 1%.  The
weighted average interest rate for borrowings under the NOK Facility was 7.27%
as of March 31, 2003.  Borrowings under the NOK Facility are secured by
mortgages on 12 of our 20 North Sea class vessels.  The NOK Facility requires
that we maintain at all times NOK 80 million ($11 million) of availability
and/or cash or cash equivalents in our North Sea operating subsidiary. As of
March 31, 2003, our North Sea operating subsidiary had cash and cash equivalents
of NOK 21.9 million ($3.0 million).  Accordingly, this requirement has the
effect of limiting the amount we can borrow under the NOK Facility to finance
our operations.  The NOK Facility also contains covenants requiring our North
Sea operating subsidiary to maintain positive working capital, a ratio of funded
debt to operating income plus depreciation and amortization on a rolling four
quarter basis of less than five, a difference between the market value of assets
owned or leased and funded debt of more than 25% of the market value of assets
owned or leased, mortgaged vessel values of at least 135% of borrowings under
the NOK Facility, and limits its ability to create liens, or merge or
consolidate with other entities.
We also have a term loan (the "NOK Term Loan") payable in NOK in the amount of
NOK 40.0 million ($5.5 million) that matures on June 30, 2003.  Amounts
borrowed under the NOK Term Loan bear interest at NIBOR plus 1.1%.  The interest
rate for the NOK Term Loan was 6.5% as of March 31, 2003.  Borrowings under the
NOK Term Loan are secured by mortgages on two of our North Sea class vessels. 
The NOK Term Loan also contains covenants requiring our North Sea operating
subsidiary to maintain positive working capital, a difference between the market
value of assets owned or leased and funded debt of more than 25% of the market
value of assets owned or leased, mortgaged vessel values of at least 135% of
borrowings under the NOK Term Loan, and limits its ability to create liens, or
merge or consolidate with other entities.
At March 31, 2003, we
had total credit capacity of $417.8 million, consisting of $385.7 million of
debt and letters of credit, $32.1 million of unused borrowing capacity and $7.9
million of cash.At March 31, 2003, we were
in compliance with all covenants in our credit facilities and our senior note
indenture.  The key financial covenants are the cash flow to interest coverage
ratio and debt to capitalization covenant in our U.S. Dollar Facility. Our
ability to comply with these two covenants at and beyond September 30, 2003,
will depend on achieving substantial improvements in day rates and utilization
for our vessels from the quarter ending March 31, 2003.  We currently expect
improvements in day rates and vessel utilization during the remainder of 2003
from what we experienced during the quarter ended March 31, 2003.  However, even
anticipating improved market conditions, we expect to require additional
liquidity as a result of our contractual cash obligations, commitments and debt
service requirements discussed below.  At March 31, 2003, we estimated we could
incur approximately $13.9 million of debt in addition to our unused borrowing
capacity.  We believe that our operating results during the second quarter will
reduce our additional debt capacity so that we will be required to obtain lender
consent under our U.S. Dollar Facility in order to address our financial needs
as discussed below. We will work closely with our lenders in order to attempt to
obtain all consents required to implement this plan.  
Our primary liquidity need in 2003 is to fund the construction of the AHTS
required for our long-term contract  with Petroleo Brasileiro S.A. (Petrobras). 
We are constructing a UT 722L design, 264-feet in length and with approximately
16,500 horsepower in a Brazilian shipyard for an estimated cost of approximately
$39.0 million.  As of March 31, 2003, we had made approximately $5.6
million in progress payments.  Progress payments required under the construction
contract for the balance of 2003 are expected to be approximately $2.0 million
in the second quarter, $10.1 million in the third quarter and $6.2 million in
the fourth quarter.  
Our contractual cash obligations for our Brazilian AHTS project and our other
fixed commitments as of March 31, 2003 have been summarized in the table
below (in thousands).



|Description      |  | 2003
    9 mos. |  | 2004    |  | 2005    |  | 2006    |  | 2007    |  | Thereafter |  | Total   
|---------------- |  | --------------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ---------- |  | --------
|Long-Term Debt   |  | $7,381          |  | 3       |  | $33,254 |  | $13,503 |  | $12,253 |  | $313,150   |  | $382,049
|Operating Leases |  | 969             |  | 1,259   |  | 1,215   |  | 1,186   |  | 1,176   |  | 5,484      |  | 11,289  
|Brazilian AHTS   |  | 18,284          |  | 15,126  |  | --      |  | --      |  | --      |  | --         |  | 33,410  
|Total            |  | $26,634         |  | $18,893 |  | $34,469 |  | $14,689 |  | $13,429 |  | $318,634   |  | $426,748

We do not have any other planned
capital expenditures for the remaining nine months of 2003 except for
approximately $10.0 million to fund dry docking vessels and vessel
improvements.  While no amounts have been committed, we will also be required to
make capital expenditures to fund vessel dry dockings in subsequent years.  Dry
docking capital expenditures are expected to vary depending on industry activity
levels and the dry docking schedule required by regulatory authorities.
We will be required to pay during the remaining nine months of 2003
approximately $22.2 million of interest on our 8.875% senior notes. The
semi-annual payment of $11.1 million required to be made on
May 15, 2003, was funded from our
U.S. Dollar Facility. We will also be required to pay (or accrue) during this
period approximately $7.3 million of interest on our other outstanding debt
(assuming variable interest rates remain unchanged).After giving
effect to our borrowing on May 15, 2003, to fund the interest payment on our
8.875% senior notes, we had $12.7 million available under the U.S. Dollar
Facility and approximately $8.2 million under the NOK Facility (giving effect to
the covenant requiring that we maintain NOK 80 million of available borrowings
and/or cash and cash equivalents) that could be used to supplement available
cash and any funds provided by operating activities and assist funding the
remaining approximate $55.0 million of 2003 contractual cash obligations and
commitments outlined above.  

In
order to attempt to ensure that we have adequate
liquidity to support our operations we are executing a plan during the second
and third quarters of 2003 to address our financial needs. Our ultimate goal is
to maximize the revenue generated from our marine fleet and reduce our total
debt.  We believe that through a combination of the strategic finance related
initiatives outlined below with our continued emphasis on redeploying vessels to
international areas and increasing vessel utilization in the U.S. Gulf of
Mexico, we will have sufficient liquidity to fund our 2003 contractual cash
obligations and provide working capital for our operations. A key component of
our plan is continuing to work closely with our bank lenders in order to obtain
the required lender consents required to implement our plan.On May 14, 2003, we obtained
a commitment from the lead lender under our NOK Term Loan to refinance the
outstanding NOK 40 million ($5.5 million) balance with a new three year NOK 150
million ($20.6 million) term loan. This new term loan will bear interest at
NIBOR plus 1% and will have the same covenants as the NOK Facility. The loan
would be repaid in four semi-annual repayments of NOK 7.5 million ($1 million),
with the first payment due on the first anniversary of closing, and a final
payment of NOK 120 million ($16.5 million) on the third anniversary. The loan
will also be secured by the two North Sea class vessels securing the NOK Term
Loan.  We intend to proceed with this refinancing as soon as practical and use
the additional financing to temporarily reduce amounts outstanding under the NOK
Facility.  Our ultimate use of this additional financing to pay a portion of the
cost of the AHTS project or satisfy our other cash needs may require lender
consent under our U.S. Dollar Facility as a result of the debt to capitalization
covenant discussed above.  
We intend to file for a $4.5 million U.S. federal income tax refund during the
quarter ending June 30, 2003, as a result of net operating loss carrybacks.
Under the Internal Revenue Service's accelerated system for refunds of this
type, we expect to receive the tax refund during the quarter ending September
30, 2003, and use the refund to provide additional working capital.We have been pursuing financing 75%
of the total Brazilian AHTS project cost from the Brazilian national development
bank.  We have also engaged a European investment-banking firm to assist us in
obtaining equity financing from a joint venture partner for the AHTS project. 
We believe we will receive approval of the financing from the Brazilian national
development bank and be able to fund this project during the third quarter of
2003. We will require lender consent under the U.S. Dollar Facility prior to
obtaining this financing.  We can give no assurance that we will receive
approval of this financing or its final terms from the Brazilian national
development bank or our lenders.  
If we do not obtain an equity partner for our Brazilian
AHTS project, we will either sell our interest in the AHTS project to another
vessel operator acceptable to Petrobras, renegotiate the amount of progress
payments anticipated to be payable in 2003 or seek lender consent to our vessel
construction capital expenditures exceeding the $20 million annual limit under
the U.S. Dollar Facility. We can give no assurance of our ability to
obtain or the terms of any equity financing for the AHTS project.
We are also pursuing obtaining additional funding from the sale of our largest
North Sea class AHTS vessel or one or more other North Sea class vessels.
Transactions under consideration include outright vessel sales to other vessel
operators, vessel sales to companies in which we retain an equity interest and
sale-leaseback transactions. We will require lender consent in order to complete
any transaction. We will also require a consent under our senior note indenture
to complete any additional sale-leaseback transactions. In any event, the net
sales proceeds would be used to repay debt, fund our Brazilian AHTS project and
provide additional working capital.  
We believe that the combination of these liquidity initiatives should enable the
Company to fund its 2003 cash obligations and commitments.  However, the Company
faces significant risks related to its ongoing operations and the other matters
discussed above. We cannot provide assurance we will be able to continue
complying with our debt covenants, or that all of these necessary waivers and
amendments will be available at all or on acceptable terms. Our ability to
comply with the key covenants in our U.S. Dollar Facility could be adversely
affected by increases in the NOK/U.S. Dollar exchange rate due to the impact
currency translations have on our stockholders' equity and the reported assets
and liabilities of our North Sea operating subsidiary.  If any of our
debt were placed in default, we would also be unable to obtain any additional
borrowings under our U.S. Dollar Facility.  If activity levels do not increase
in the Gulf of Mexico and we are unsuccessful in taking substantially all of the
steps outlined above, we would likely default under our bank credit facilities
and, if our lenders took actions to accelerate our indebtedness to them, the
senior note indenture. We may also need to
refinance all or a portion of our existing indebtedness before maturity.  We
cannot provide assurance that we will be able to refinance any of our
indebtedness, including our bank credit facilities, on commercially reasonable
terms or at all.  We also cannot make
any assurance that we will generate sufficient cash flow from operations, obtain
additional debt or equity financing or generate funds from a transaction
involving any of our North Sea class vessels in an amount sufficient to enable
us to meet our contractual cash obligations and pay our indebtedness.  Our
long-term ability to provide adequate working capital for our operations and
comply with the financial covenants under our bank credit facilities and senior
note indenture will depend on our future operations, performance and cash flow
from operations.  Our performance and cash flow from operations will be
determined primarily by the level of day rates and utilization for our vessels,
which in turn are affected by expenditures for oil and gas exploration,
development and production and industry perceptions of future oil and gas prices
in the market areas in which we operate. 
New Accounting Standards:In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations," which requires companies to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 on January 1, 2003 did not have a material impact on the Companys net income, cash flows or financial position.
In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as of April 2002."  This Statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements."  SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.  SFAS No. 145 is effective for financial statements issued for fiscal years beginning after May 15, 2002.  SFAS No. 145 is not expected to affect our results of operations, liquidity or financial position except for the reclassification of extraordinary items for debt extinguishment.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."  This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by this guidance include termination benefits provided to current employees that are involuntarily terminated under the terms of a benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract, costs to terminate a contract that is not a capital lease, and costs to consolidate facilities or relocate employees.  The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged.  The adoption of SFAS No. 146 did not have an impact on the Companys current financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148,  "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123,"  to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation.  In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  This statement also requires that those effects be disclosed more prominently by specifying the form, content and location of those disclosures. SFAS No. 148 improves the prominence and clarity of the pro forma disclosures required by SFAS No. 123 by prescribing a specific tabular format and by requiring disclosure in the Summary of Significant Accounting Policies or its equivalent.  In addition, this statement improves the timeliness of those disclosures by requiring their inclusion in financial reports for interim periods.  This statement is effective for financial statements for fiscal years ending after December 15, 2002 and is effective for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002 with earlier application permitted.  The Company adopted the disclosure provisions of SFAS No. 148 as of December 31, 2002 and has presented the pro forma effects of SFAS No. 123 in footnote 2 to the financial statements.
On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34."  FIN 45 clarifies the requirements of SFAS No. 5, "Accounting for Contingencies," relating to the guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees.  The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end after December 15, 2002.  However, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor's year-end.  The adoption of FIN 45 on January 1, 2003 did not have an impact on the Company's current financial position or results of operations.
On January 17, 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."  FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.  FIN 46 applies to public enterprises as of the beginning of the applicable interim or annual period.  The Company believes that the adoption of the provisions of FIN 46 will have no impact upon its financial position or results of operations.
On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003.  In addition, except as stated below, all provisions of this Statement are to be applied prospectively.  The provisions of SFAS No. 149 that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003 will continue to be applied in accordance with their respective effective dates.  In addition, paragraphs 7(a) and 23(a) of SFAS No. 149, which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, will be applied to both existing contracts and new contracts entered into after June 30, 2003.  The adoption of SFAS No. 149 is not expected to impact the Companys existing operating results or current financial position.
In June 2001, the Accounting Standards Executive Committee of the AICPA, ("AcSEC"), issued an exposure draft of a proposed Statement of Position ("SOP"), "Accounting for Certain Costs and Activities Related to Property, Plant, and Equipment."  This SOP provides guidance on accounting for certain costs and activities relating to property, plant, and equipment ("PP&E").  For purposes of this SOP, a project stage or timeline framework is used and PP&E assets are accounted for at a component level.  Costs incurred for PP&E are classified into four stages: preliminary, preacquisition, acquisition-or-construction and in-service.  The SOP requires, among other things, that preliminary, preacquisition and acquisition-or-construction stage costs, except for payments to obtain an option to acquire PP&E, should be charged to expense as incurred.  Costs related to PP&E that are incurred during the in-service stage, including costs of normal, recurring, or periodic repairs and maintenance activities, should be charged to expense as incurred unless the costs are incurred for acquisition of additional PP&E or components of PP&E or the replacement of existing PP&E or components of PP&E.  Costs of planned major maintenance activities are not a separate PP&E asset or component.  Those costs should be charged to expense, except for acquisitions or replacements of components that are capitalizable under the in-service stage guidance of this SOP.  The AcSEC is currently reviewing comment letters on the subject SOP and is expected to present the SOP to the Financial Accounting Standards Board by mid-year 2003.  The proposed SOP is subject to change.  However, if the proposed SOP is adopted in its current form, the Company will have to write-off its net capitalized deferred marine inspection costs, which totaled $23.5 million at March 31, 2003.  This write-off would be accounted for as a cumulative effect of a change in accounting principle as of the beginning of the year of adoption.  Further evaluation is required by the Company to fully quantify the impact of this proposed pronouncement, if adopted.CAUTIONARY STATEMENTSStatements in this document, other than statements of historical fact, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements other than statements of historical fact included in this section regarding the Companys financial position and liquidity, its ability to obtain additional debt and equity financing, its strategic alternatives, future capital needs, business strategies, scheduled dry-dockings and related vessel downtime, and other plans and objectives of management of the Company for future operations and activities, are forward-looking statements. These statements are based on certain assumptions and analyses made by the Companys management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances.  Such statements are subject to risks and uncertainties, including the Companys dependence on the oil and gas industry and the volatility of that industry, 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.  The Company does not assume any obligation to update any forward looking statement it makes.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change in Tricos exposure to market risk during the first quarter of 2003.  For a discussion of Tricos exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk contained in Trico Annual Report Form 10-K for the fiscal year 2002.

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

|(a) | Exhibits:                                                                                                       
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|(b) | Reports on Form 8-K:                                                                                            
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|1   | Incorporated by reference on the Company's
    Current Report on Form 8-K dated July 21, 1997 and filed with the
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|2   | Incorporated by reference on the Company's
    Registration Statement on Form S-1 (Registration Statement No.   
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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.



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|                    |     | TRICO MARINE SERVICES, INC.
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|Dated: May 15, 2003

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

|I, Victor M. Perez, certify that:
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|Date:  May 15, 2003              
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CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

|I,
    Thomas E. Fairley, certify that:
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|Date:  May 15, 2003                    
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