SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                           FORM 10-Q

          ___X__  Quarterly Report Pursuant to Section 13  or 15(d) of
                    the Securities Exchange Act of 1934
               For the quarterly period ended June 30, 1999

          ______   Transition Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                  For the transition period ______  to  _______

                      Commission File Number 0-28316

                        TRICO MARINE SERVICES, INC.
          (Exact name of registrant as specified in its charter)

     Delaware                                       72-1252405
 (State or other jurisdiction of       (I.R.S. Employer 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 (504) 851-3833


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

                          Yes__X___           No_______

   As of August 9, 1999 there were 28,383,416 shares outstanding of the
           Registrant's Common Stock, par value $.01 per share.



                        PART I.   FINANCIAL INFORMATION

                        ITEM 1.   FINANCIAL STATEMENTS

                  TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                 (Unaudited)

                     (In thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                      June 30       December 31,
                                                                       1999            1998
                                                                  ------------   ---------------
                                ASSETS
     <S>                                                           <C>           <C>
     Current assets:
             Cash and cash equivalents                             $   31,675    $    9,236
             Accounts receivable, net                                  26,877        30,936
             Prepaid expenses and other current assets                  4,576         2,911
                                                                  ------------   ---------------
                   Total current assets                                63,128        43,083
                                                                  ------------   ---------------
     Property and equipment, at cost:
             Land and buildings                                         3,479         3,402
             Marine vessels                                           569,481       565,397
             Construction-in-progress                                  41,267        45,861
             Transportation and other                                   3,655         3,604
                                                                  ------------   ---------------
                                                                      617,882       618,264

     Less accumulated depreciation and amortization                    61,788        47,855
                                                                  ------------   ---------------
             Net property and equipment                               556,094       570,409
                                                                  ------------   ---------------

     Goodwill, net                                                    114,565       116,170
     Other assets                                                      38,020        39,228
                                                                  ------------   ---------------
                                                                   $  771,807    $  768,890
                                                                  ============   ===============
                   LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
             Current portion of long term debt                     $    3,261    $    2,033
             Accounts payable                                          10,007        11,058
             Accrued expenses                                           8,119         9,894
             Accrued interest                                          11,899        10,674
             Income taxes payable                                          57            66
                                                                  ------------   ---------------
                  Total current liabilities                            33,343        33,725
                                                                  ------------   ---------------

     Long-term debt                                                   393,112       402,518
     Deferred income taxes, net                                        35,655        45,622
     Other non-current liabilities                                      2,642         2,785
                                                                  ------------   ---------------
                 Total liabilities                                    464,752       484,650
                                                                  ------------   ---------------

     Commitments and contingencies

     Stockholders' equity:
             Preferred stock, $.01 par value, 100,000 shares
              authorized, no shares issued                               -               -
             Common stock, $.01 par value, authorized
              40,000,000 shares, issued 28,450,448 and
              20,450,448 shares, outstanding 28,378,416 and
              20,378,416 shares at June 30, 1999 and
              December 31, 1998, respectively                             285           205
             Additional paid-in capital                               265,181       218,807
             Retained earnings                                         52,407        70,586
             Accumulated other comprehensive loss                     (10,817)       (5,357)
             Treasury stock, at par value, 72,032 shares                   (1)           (1)

                 Total stockholders' equity                           307,055       284,240
                                                                  ------------   ---------------
                                                                   $  771,807    $  768,890
                                                                  ============   ===============


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


</TABLE>
<TABLE>
<CAPTION>




                        TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                        (Unaudited)

                    (In thousands, except share and per share amounts)



                                                        Three Months Ended         Six Months Ended
                                                             June 30,                  June 30,
                                                      ----------------------   -----------------------
                                                        1999         1998          1999        1998
                                                      ----------   ---------   ----------  -----------
     <S>                                              <C>          <C>         <C>         <C>
     Revenues:
          Charter hire                                  $26,617     $52,906      $54,903    $101,772
          Other vessel income                                47          36           79          57
                                                      ----------   ---------   ----------  -----------
                Total revenues                           26,664      52,942       54,982     101,829
                                                      ----------   ---------   ----------  -----------
     Operating expenses:
          Direct vessel operating expenses and other     16,736      17,197       34,074      34,016
          Asset write-down                                1,111           -        1,111           -
          General  and administrative                     2,921       2,476        5,455       4,770
          Amortization of marine inspection costs         3,444       2,282        6,696       3,730
                                                      ----------   ---------   ----------  -----------

                Total operating expenses                 24,212      21,955       47,336      42,516
                                                      ----------   ---------   ----------  -----------

     Depreciation and amortization expense                8,098       7,401       16,102      14,344
                                                      ----------   ---------   ----------  -----------

     Operating income (loss)                             (5,646)     23,586       (8,456)     44,969

     Interest expense                                     7,722       7,029       15,513      13,581
     Amortization of deferred financing costs               491         427          969         855
     Gain on sale of assets, net                              -        (610)           -        (608)
     Other income, net                                     (237)       (418)        (295)       (741)
                                                      ----------   ---------   ----------  -----------

     Income (loss) before income taxes and
       extraordinary item                               (13,622)     17,158      (24,643)     31,882

     Income tax expense (benefit)                        (4,616)      5,434       (8,294)     10,314
                                                      ----------   ---------   ----------  -----------

     Income (loss) before extraordinary item             (9,006)     11,724      (16,349)     21,568

     Extraordinary item, net of taxes                    (1,830)          -       (1,830)          -
                                                      ----------   ---------   ----------  -----------

     Net income (loss)                                 $(10,836)    $11,724     $(18,179)    $21,568
                                                      ==========   ==========  ==========  ===========

     Basic earnings per common share:
          Income  (loss) before extraordinary item      $ (0.39)    $  0.58     $  (0.75)  $    1.06

          Extraordinary item, net of taxes                (0.08)          -        (0.09)          -
                                                      ----------   ---------   ----------  -----------
          Net income (loss)                             $ (0.47)    $  0.58     $  (0.84)  $    1.06
                                                      ==========   ==========  ==========  ===========
          Average common shares outstanding           22,975,339  20,335,702   21,684,051  20,317,926
                                                      ==========   ==========  ==========  ===========

     Diluted earnings per common share:
          Income (loss)  before extraordinary item      $ (0.39)    $  0.56     $  (0.75)  $     1.02

          Extraordinary item, net of taxes                (0.08)          -        (0.09)           -
                                                      ----------   ---------   ----------  -----------
          Net income (loss)                             $ (0.47)    $  0.56     $  (0.84)  $     1.02
                                                      ==========   ==========  ==========  ===========
          Average common shares outstanding           22,975,339  21,102,455   21,684,051   21,097,988
                                                      ==========   ==========  ==========  ===========


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


</TABLE>
<TABLE>
<CAPTION>




                    TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)

                                (In thousands)


                                                        Six Months Ended
                                                             June 30,
                                                    -----------------------
                                                       1999         1998
                                                    ----------   ----------
<S>                                                 <C>          <C>
Net income (loss)                                   $  (18,179)  $   21,568
Adjustments to reconcile net income(loss)
 to net cash provided
   by operating activities:
   Depreciation and amortization                        23,742       19,458
   Deferred income taxes                                (8,339)      10,013
   Gain on sales of assets                                 -           (608)
   Provision for doubtful accounts                         -             60
   Asset write-off                                       1,111          -
   Extraordinary item                                    1,830          -
Changes in operating assets and liabilities:
   Accounts receivable                                   3,490       (6,402)
   Prepaid expenses and other current assets            (1,805)         155
   Accounts payable and accrued expenses                (1,178)       2,617
   Other, net                                             (338)         239
                                                    ----------   ----------

      Net cash provided by
      operating activities                                 334       47,100
                                                    ----------   ----------


Cash flows from investing activities:
   Purchases of property and equipment                  (8,832)     (61,568)
   Deferred marine inspection costs                     (7,855)     (15,834)
   Proceeds from sales of assets                            37        1,274
   Investment in and advances to
     unconsolidated company                                -         (1,219)
   Other                                                  (260)      (1,493)
                                                    ----------   ----------

      Net cash used in investing activities            (16,910)     (78,840)
                                                    ----------   ----------


Cash flows from financing activities:
   Proceeds from issuance of common stock,
      net of expenses                                   46,454          243
   Proceeds from issuance of long-term debt             41,238      125,962
   Repayment of long-term debt                         (47,332)     (89,459)
   Deferred financing costs and other                   (1,180)        (661)
                                                    ----------   ----------

      Net cash provided by financing activities         39,180       36,085
                                                    ----------   ----------

Effect of exchange rate changes on cash and
  cash equivalents                                        (165)        (314)
                                                    ----------   ----------

Net increase in cash and cash equivalents               22,439        4,031

Cash and cash equivalents at beginning of period         9,236       10,940
                                                    ----------   ----------

Cash and cash equivalents at end of period          $   31,675   $   14,971

Supplemental information:
  Income taxes paid                                 $        7   $    3,746
                                                    ==========   ==========

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

  Interest paid                                     $   15,328   $   11,277
                                                    ==========   ==========


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

</TABLE>
<TABLE>
<CAPTION>



                TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                (Unaudited)

                               (In thousands)



                                                              Three Months Ended          Six Months Ended
                                                                   June 30,                   June 30,
                                                          ---------------------------------------------------
                                                              1999          1998         1999         1998
                                                          -----------    ---------    -----------   ---------
     <S>                                                  <C>            <C>          <C>           <C>

     Net Income (loss)                                     $(10,836)      $11,724      $(18,179)     $21,568
                                                         -----------    ---------    -----------   ---------
     Other comprehensive loss, net of tax:
          Foreign currency translation adjustments           (2,425)         (815)       (5,460)      (4,114)
                                                          -----------    ---------    -----------   ---------

     Comprehensive income (loss)                           $(13,261)      $10,909      $(23,639)     $17,454
                                                          ===========    =========    ===========   =========



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

</TABLE>




                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   FINANCIAL STATEMENT PRESENTATION:

The  consolidated financial statements for Trico  Marine  Services,  Inc.  (the
"Company")  included herein are unaudited but reflect, in management's opinion,
all adjustments,  consisting  only  of  normal  recurring adjustments, that are
necessary for a fair presentation of the nature of the Company's business.  The
results  of  operations  for  the  six  months  ended June  30,  1999  are  not
necessarily indicative of the results that may be  expected for the full fiscal
year or any future periods.  The financial statements included herein should be
read in conjunction with the financial statements and notes thereto included in
the Company's consolidated financial statements for the year ended December 31,
1998.

Certain  prior  period  amounts  have been reclassified  to  conform  with  the
presentation shown in the interim  consolidated  financial  statements.   These
reclassifications  had  no  effect on net income, total stockholders' equity or
cash flows.

2. EARNINGS PER SHARE:

For the three-month and six-month  periods  ending  June  30,  1999, options to
purchase  1,841,855 common shares at prices ranging from $0.91 to  $23.13  have
been excluded  from  the  computation  of  diluted  earnings  per share because
inclusion of these shares would have been antidilutive.

3.   SEPARATE FINANCIAL STATEMENTS FOR SUBSIDIARY GUARANTORS:

During 1997, the Company issued $280,000,000 of 8 1/2 % senior  notes  due 2005
in three different series.  In November 1998, the Company completed an exchange
offer of all the existing series of senior notes for one series of senior notes
(the  "Senior  Notes").   The  terms  and  conditions  of  the Senior Notes are
identical to the predecessor senior notes.

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

4. INCOME TAXES:

The  Company's  effective  income tax rate for the  three-month  and  six-month
periods ended June 30, 1999  was  34%  and  for  the  three-month and six-month
periods ended June 30, 1998 was 32%.  The variance from the Company's statutory
rate is due to income contributed by Trico Supply ASA, which is deferred at the
Norwegian  statutory  rate of 28%, due to the Company's intent  to  permanently
reinvest the unremitted earnings and postpone their repatriation indefinitely.

5.   NEW ACCOUNTING STANDARDS:

In June 1998, the Financial  Accounting  Standards  Board  issued  Statement of
Financial Accounting Standards, No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"), effective for all fiscal quarters  of
fiscal  years  beginning  after June 15, 1999.   The effective date of SFAS No.
133 was deferred for one year  with  the  issuance  of  Statement  of Financial
Accounting  Standards,  No.  137,  "Deferral of the Effective Date of SFAS  No.
133," (SFAS No. 137).  Accordingly,  SFAS  No. 133, as amended by SFAS No. 137,
is effective for all fiscal years beginning  after  June 15, 2000.  The Company
is  currently evaluating the impact SFAS No. 133 will  have  on  its  financial
statements, if any.

6. SEGMENT AND GEOGRAPHIC INFORMATION (IN THOUSANDS):

The Company  is  a  provider  of  marine  support  services  to the oil and gas
industry.  Substantially all revenues result from the charter  of vessels owned
by  the  Company.   The  Company's  three  reportable  segments  are  based  on
geographic  area,  consistent  with  the  Company's  management structure.  The
accounting policies of the segments are the same, except for purposes of income
taxes  and  intercompany  transactions  and balances.  The  North  Sea  segment
provides for a flat tax rate of 28%, which is the Norwegian statutory tax rate.
Additionally,  segment  data includes intersegment  revenues,  receivables  and
payables, and investments  in consolidated subsidiaries.  The Company evaluates
performance  based on net income  (loss).   The  U.S.  segment  represents  the
Company's domestic  operations.  The  North Sea segment includes Norway and the
United  Kingdom,  and  the  Other segment primarily  represents  the  Company's
Brazilian operations.  Segment data as of and for the three-month and six-month
periods ended June 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>

    Three Months Ended June 30, 1999             U.S.           North  Sea               OTHER             TOTALS
    --------------------------------             ----           ----------               -----             ------
<S>                                              <C>            <C>                      <C>               <C>
Revenues from external customers                 10,278         14,869                   1,518             26,664
Intersegment revenues                                36              -                       -                 36
Segment net income (loss)                       (12,681)         2,286                    (441)           (10,836)
</TABLE>

<TABLE>
<CAPTION>

    Three Months Ended June 30, 1998             U.S.           NORTH  SEA               OTHER             TOTALS
    --------------------------------             ----           ----------               -----             ------
<S>                                              <C>            <C>                      <C>               <C>
Revenues from external customers                 30,391         22,551                       -             52,942
Intersegment revenues                                 -              -                       -                  -
Segment net income                                2,950          8,774                       -             11,724
</TABLE>

<TABLE>
<CAPTION>

     Six Months Ended June 30, 1999              U.S.           North  Sea               OTHER             TOTALS
    --------------------------------             ----           ----------               -----             ------
<S>                                              <C>            <C>                      <C>               <C>
Revenues from external customers                 22,144         29,597                    3,241            54,982
Intersegment revenues                               252              -                        -               252
Segment net income (loss)                       (21,822)         4,556                     (913)          (18,179)
Segment total assets                            559,196        285,491                   32,879           877,566
</TABLE>

<TABLE>
<CAPTION>

     Six Months Ended June 30, 1998              U.S.           North  Sea               OTHER             TOTALS
    --------------------------------             ----           ----------               -----             ------
<S>                                              <C>            <C>                      <C>               <C>
Revenues from external customers                 61,343         40,486                       -             101,829
Intersegment revenues                                 -              -                       -                   -
Segment net income                                7,078         14,490                       -              21,568
Segment total assets                            566,166        292,491                    3,066            861,723
</TABLE>

    SEGMENT AND GEOGRAPHIC INFORMATION (IN THOUSANDS), CONTINUED:

A  reconciliation of segment data to consolidated data as of and for the three-
month and six-month periods ended June 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>


                                                                                  THREE MONTHS ENDED JUNE 30,
                                                                                  ---------------------------
                                                                                       1999        1998
                                                                                     ---------   ---------
<S>                                                                                    <C>         <C>
Revenues
      Total revenues from external customers and intersegment revenues for
          reportable segments.............................................             26,700      52,942
      Elimination of intersegment revenues................................                 36           -
                                                                                      --------    --------
             Total consolidated revenues..................................             26,664      52,942
                                                                                      ========    ========
</TABLE>
<TABLE>
<CAPTION>

                                                                                  SIX MONTHS ENDED JUNE 30,
                                                                                  -------------------------
                                                                                       1999        1998
                                                                                     ---------   ---------
<S>                                                                                    <C>         <C>
Revenues
      Total revenues from external customers and intersegment revenues for
          reportable segments.............................................             55,234      101,829
      Elimination of intersegment revenues................................               (252)           -
                                                                                      --------    ---------
             Total consolidated revenues..................................             54,982      101,829
                                                                                      ========    =========

</TABLE>
<TABLE>
<CAPTION>
                                                                                        AS OF JUNE 30,
                                                                                  -------------------------
                                                                                       1999        1998
                                                                                     ---------   ---------
<S>                                                                                    <C>         <C>
Assets
      Total assets for reportable segments................................             877,566     861,723
      Elimination of intersegment receivables.............................              (3,558)          -
      Elimination of investment in subsidiaries...........................            (102,201)   (101,608)
                                                                                      ---------   ---------
             Total consolidated assets....................................             771,807     760,115
                                                                                      =========   =========

</TABLE>


7.   Stock Sale:

On  April  16,  1999,  the Company entered into a definitive agreement  whereby
affiliates  of  Inverness  Management  LLC  ("Inverness")  agreed  to  purchase
$50,000,000 of the  Company's  common shares in a private placement.  Under the
terms of the agreement, Inverness purchased an aggregate of 8,000,000 shares of
the  Company's common stock in two  tranches  at  $6.25  per  share.  The first
tranche  was closed on May 6, 1999, and the second tranche was closed  on  June
28, 1999.  The net proceeds from the first tranche were primarily  used  to pay
down amounts outstanding under the Company's bank credit facility.   As of June
30, 1999, the net proceeds from the second tranche were invested by the Company
in short-term money market instruments.

8. UNITED STATES GOVERNMENT GUARANTEED SHIP FINANCING BONDS:

On April 21, 1999, the Company issued $18,867,000 principal amount  of  15 year
United  States  Government  Guaranteed Ship Financing  Bonds (the "Ship Bonds")
at an interest rate of 6.11%  per  annum.  The  Ship  Bonds are due in 30 semi-
annual installments of principal  and  interest.  The Ship Bonds are secured by
first preferred ship mortgages  on  two  supply boats, the Spirit River and the

9. BANK CREDIT AGREEMENT:

Effective  July  19,  1999,  the  Company executed a new $52,500,000  revolving
credit agreement  (the  "Bank  Credit  Facility").   The  Bank  Credit Facility
bears  interest  at  a Eurocurrency rate  plus  a  margin that depends  on  the
Company's leverage ratio  and  a  commitment  fee on  the undrawn portion.  The
Bank Credit Facility does not  require  any  principal  payments until July 19,
2002,  when all  amounts  outstanding  under  the  Bank  Credit  Facility  will
mature.  The Bank Credit Facility is collateralized by substantially all of the
Company's vessels other than its North Sea vessels.  The Bank  Credit  Facility
contains  certain covenants which require the Company to maintain  certain debt
coverage and leverage ratios and net worth levels, limit capital  expenditures,
prohibit  equity  distributions, limit  the  ability  of the Company  to create
liens  or  merge  or  consolidate  with  other entities.  As a  result  of  the
prepayment  of  all  amounts  outstanding  under the Company's previous  credit
facility,  the  Company  recorded  an  extraordinary charge of $1,830,000,  net
of  taxes  of  $985,000,  for  the  write-off  of  the  unamortized  balance of
related debt issuance costs.

10.  ASSET WRITE-DOWN:

In June 1997, the  Company  acquired  12  supply  vessels  for the U.S. Gulf of
Mexico (the "Gulf" ) market area.  The acquisition was  accounted for using the
purchase method and the  entire  purchase  price was allocated to the  value of
the vessels.  One of the  vessels, acquired as part of this larger acquisition,
was deemed by Company management to  be in a condition incapable  of  operation
at  the  time  of  acquisition  and  has  never  been  activated.   Due to  the
substantially  lower day  rates  available  for  its  vessels, in general,  and
the  overall  condition  and age of this vessel, the Company determined that it
would  not  be  economically  feasible  to refurbish and activate this  vessel.
Accordingly,   during  the  second  quarter of 1999, the Company  adjusted  the
net  book  value of the vessel  to an estimated value of $100,000, resulting in
a non-cash asset write-down of $1,111,000.  The estimated value was  determined
using  discounted  cash flows anticipated in connection  with   scrapping   the
vessel.  Operating  losses, including depreciation,  generated  by  the  vessel
during the  six-month  periods  ended June 30, 1999   and   June 30, 1998  were
$49,000 and $40,000 respectively.



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


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

RESULTS OF OPERATIONS

Revenues  for the second quarter and six months ended June 30, 1999 were  $26.7
million  and  $55.0 million, respectively, compared  to  the  $52.9 million and
$101.8 million  in  revenues  for the second  quarter  and  first six months of
1998, respectively. This decrease  in  revenues   was   due to  the decrease in
average  vessel  day  rates  and  utilization  for  all  the  Company's  vessel
classes.  Day rates and utilization  for  the  Company's  vessels  are impacted
by  the  level  of offshore oil  and  gas  drilling, which is influenced  by  a
number of factors including oil  and  gas  prices.  The weakness in oil and gas
prices experienced  in  1998  and  early  1999, which  resulted  in  the lowest
price for oil and gas  in  recent  years, led  to  a  general  decline  in most
areas  of  the  Company's  business  and  significantly  affected the Company's
results for the  first  six  months  of  1999.   The  table below sets forth by
vessel class, the average  day  rates  and utilization of the Company's vessels
and the average number of vessels owned during the periods indicated.


<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                     ---------------------------      -------------------------
                                        1999              1998          1999            1998
                                        ----              ----          ----            ----
<S>                                   <C>               <C>           <C>              <C>
Average Day Rates:
Supply                                $ 3,123           $ 8,065       $ 3,399          $ 8,111
Supply/Anchor Handling (N. Sea)        10,093            15,142        10,496           14,320
Lift                                    4,016             6,072         4,296            6,434
Crew/Line Handling                      1,439             2,081         1,505            2,081

Utilization 1(1):
Supply                                   52%                70%           53%              70%
Supply/Anchor Handling (N. Sea)          95%                96%           91%              94%
Lift                                     47%                54%           47%              61%
Crew/Line Handling                       83%                91%           82%              95%

Average Number of Vessels:
Supply                                  53.0               50.0          53.0             49.4
Supply/Anchor Handling (N. Sea)         17.0               17.0          17.0             16.6
Lift                                     6.0                6.0           6.0              6.0
Crew/Line Handling                      21.0               22.3          21.0             22.6
</TABLE>


Supply boat day rates in the Gulf for the second quarter  and  first six months
of  1999  decreased   61.3%   to   $3,123  and  58.1%  to $3,399, respectively,
compared to $8,065 and $8,111  for  the  comparable 1998  periods.  Utilization
for  the  Gulf  supply boat  fleet  also  decreased for the second quarter  and
six-month period  due  to  weak  market  conditions in the Gulf compared to the
year-ago  periods, the  de-activation  or  " stacking" of 10 supply vessels and
an unusually  high  level   of  unscheduled  vessel  downtime  for  repairs and
maintenance. Vessel downtime  for  drydocking  and refurbishment  also impacted
the Company's supply boat utilization rates for both the 1999 and 1998 periods.

**FOOTNOTES**

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



Toward  the  end  of  the  second  quarter  of  last year, the Company began to
experience   decreases  in  average  day rates and  utilization  for  its  Gulf
supply boat fleet as a  result  of  decreased activity in the Gulf due to lower
oil and gas prices  and  increased   overall   fleet   capacity  due  to newly-
constructed  supply  boats  entering the market.  These  factors  have  led  to
increased competition in the  Gulf  supply  boat  market.  While  oil  and  gas
prices have since increased to more favorable levels, which management believes
should lead to increased drilling activity  offshore  and  increased demand for
marine  support vessels,   the  Company  did  not experience any improvement in
its results  for the second quarter of 1999.

Day rates for  the Company's North Sea vessels have also declined substantially
during 1999 as  a result of decreased activity  in  the  North Sea due to lower
oil and gas prices.   Average  day rates  for  the  Company's North Sea vessels
for the second quarter and  first  six   months   of  1999,  decreased 33.3% to
$10,093 and 26.7% to $10,496,  respectively,  compared  to $15,142  and $14,320
for  the  comparable   1998  periods.  Utilization  was 95% and 91% for  second
quarter and  first  six  months  of 1999, compared to 96% and 94% for the year-
ago periods.

Lift boat day rates averaged $4,016  for  the  quarter and $4,296 for the first
six months of 1999, a decrease  of  33.9%  and 33.2%, respectively, compared to
$6,072 and $6,434 for the comparable  1998  periods   due to decreased activity
levels in the Gulf.  Utilization  for  the  Company's lift  boats  decreased to
47%  for  both the second  quarter  and  first six months of 1999, compared  to
54% and 61% for the year-ago periods.

Day rates for  crew  boats  and line handling vessels decreased 30.8% to $1,439
for the second quarter, from  $2,081  for  the  second  quarter of 1998, due to
the decrease in day rates for crew boats  in the  Gulf  and  the devaluation of
the Brazilian Real which affected the average  day  rate  for the line handling
vessels.  Utilization for the crew boats and line handling vessels decreased to
83% for the second quarter of 1999, compared  to  91%  for the comparable  1998
period due  to  the  contract  expiration of two of the  line  handling vessels
in Brazil.

During the second quarter and first six months of 1999, direct vessel operating
expenses were $16.6  million  (62.4% of revenues)   and $33.9 million (61.6% of
revenues), respectively,  compared  to $17.1  million  (32.2%  of revenues) and
$33.8  million  (33.2%  of revenues), for  the  second  quarter and  first  six
months of 1998.  Direct vessel  operating  expenses  decreased  in  the  second
quarter  of  1999  compared  to the year-ago quarter  due  to  cost   reduction
measures  implemented by the Company,   including   the   de-activation  of  10
supply vessels.   The  decrease  in   direct   vessel   operating  expenses was
partially  offset  by additional  expenses  associated  with three new  vessels
that were placed into  service  in  the  last  half  of  1998  and in the first
quarter  of  1999.  Direct  vessel  operating  expenses   as  a  percentage  of
revenues increased due to the decrease  in  utilization  and average vessel day
rates for the Company's vessel fleet, and  the consolidation  of the previously
unconsolidated Brazilian operations which, because of  the  small line handling
vessels  it  operates,  has  a  lower  gross  profit  margin than the Company's
operations as a whole.

Depreciation  and amortization expense increased  to  $8.1  million  and  $16.1
million for  the  second  quarter  and  first six months of 1999, respectively,
up from $7.4 million  and $14.3  million  for  the year-ago periods as a result
of  the  Company's   expanded    vessel   fleet   and  vessel  upgrade  capital
expenditures.   Amortization  of  marine inspection  costs  increased  to  $3.4
million  and  $6.7  million  for  the  quarter  and six month period ended June
30,1999, respectively,  from  $2.3  million  and $3.7 million in the comparable
1998 periods, due  to  the  amortization  of  increased  drydocking  and marine
inspection   costs   associated    with    the   Company's  fleet  upgrade  and
refurbishment program.

General  and  administrative  expenses increased  to  $2.9  million  (10.9%  of
revenues)  and  $5.5  million (9.9%  of  revenues)  in  the  second quarter and
first six months  of  1999,  respectively, from $2.5 million (4.7% of revenues)
and  $4.8  million (4.7% of  revenues) for the 1998 periods due  principally to
the  consolidation   of   the   previously unconsolidated Brazilian operations.
General and administrative  expenses, as a percentage of revenues, increased in
the 1999  periods  due to the decrease in utilization and average day rates for
the Company's vessel fleet.

Interest expense increased to $7.7 million for  the second quarter of 1999 from
$7.0  million  for  the  second  quarter  of 1998. This  increase  was  due  to
increased borrowings  in  1999  that  were  used  to fund the Company's various
vessel construction and upgrade projects.

In the second quarter and first six  months of 1999, the Company had income tax
benefits of $4.6 million  and  $8.3  million,  respectively, compared to income
tax  expense of $5.4 million  and  $10.3 million   in  the  1998  periods.  The
Company's  effective  income  tax  rate  for  the three-month period ended June
30, 1999 was 34%.  The variance  from  the  Company's  statutory rate is due to
income contributed by Trico  Supply,  which   is   deferred  at  the  Norwegian
statutory  rate  of 28%, due to  the  Company's  intent to permanently reinvest
the unremitted earnings and postpone their repatriation indefinitely.

LIQUIDITY AND CAPITAL RESOURCES

Since its initial public  offering in May 1996, the Company's strategy has been
to enhance its position  as  a  leading  supplier of marine support services by
pursuing opportunities  to   acquire   vessel  fleets  and by diversifying into
international markets.  Primarily  as  a  result of acquisitions, the Company's
total assets  have grown from $52.1  million  at  December  31, 1995, to $771.8
million  at  June  30,  1999.  During  the  1996  to 1997 period,  the  Company
completed the acquisition  of Trico Supply, a  then  publicly  traded Norwegian
company, for approximately $293.7  million,   which   amount   includes certain
costs  of the transaction, and  acquired  37  supply boats in the  Gulf  at  an
aggregate cost of $177.0 million.

The Company  has  also taken delivery in 1998 and 1999 of six newly constructed
vessels  to  increase   its   international   market   presence  and  deepwater
capabilities.  Additionally, in 1997 and 1998  the  Company  undertook a vessel
improvement program consisting  of   extensive  upgrading  and refurbishment of
its Gulf supply boat fleet.  While  this   refurbishment   program  resulted in
significant vessel downtime in 1998 and the  first  half  of 1999, the  Company
believes  that  the completion  of  the  program has extended the service lives
of  the  refurbished   vessels   and   will   significantly   reduced  required
maintenance spending in the future.

As a result of the reduction in industry  activity  and  resulting decreases in
day rates and utilization, the Company  intends  to limit  capital expenditures
in 1999 to those required  to  complete  its  vessel  upgrade and  construction
projects  and  capital  expenditures   related   to   the   regulatory-mandated
drydocking costs of its vessel fleet. During the first six months of 1999,  the
Company  spent approximately  $8.8  million  on  vessel upgrade or construction
projects.  During the second quarter, the  Company  continued  construction  in
Norway of a 275-foot, technologically advanced  multi-purpose  anchor  handling
towing and supply  vessel  ("AHTS")  with  23,800 horsepower that was completed
and delivered in July 1999. The Company also  completed  construction  in  July
1999 of the second of two 230-foot  supply  vessels  at a shipyard  on the U.S.
Gulf Coast.  The Company's  only planned capital expenditures for the last half
of 1999  consist  of  completing  vessel upgrade and refurbishment projects and
regulatory-mandated  drydocking  costs.   Due  to  the  decreased day rates for
the Gulf supply boats, as part of  this  reduced  capital expenditure plan, the
Company has de-activated or "stacked"  an  average   of  10  of its Gulf supply
vessels during 1999 depending upon market conditions.

Funds during the first six months of 1999 were provided by $46.5 million in net
proceeds  from  the   issuance  of   common  stock, $22.3 million in borrowings
under  the  Company's bank  credit  facilities,  $18.9  million   of  principal
amount of 15 year 6.11% Ship Financing  Bonds  guaranteed  by the United States
Government, and  generated  $334,000  from  operating  activities.  During  the
period,  the  Company,  repaid  $47.3   million   of   debt  and  made  capital
expenditures totaling $16.7 million,  which  included  $7.9 million of deferred
marine inspection costs.  Cash  on  hand  increased by $22.4 million during the
period.

The Company has outstanding $280.0 million  in  aggregate  principal  amount of
8  1/2  % Senior Notes  due  2005  (the "Senior Notes").  The Senior Notes  are
unsecured  and  are   required   to   be  guaranteed  by  all  of the Company's
Significant Subsidiaries (as  such  term  is defined in the indenture governing
the   Senior    Notes,   the   "Subsidiary  Guarantors").   Except  in  certain
circumstances, the   Senior  Notes  may not be prepaid until August 1, 2001, at
which time they may be  redeemed,   at  the  option of the Company, in whole or
in part, at a redemption  price  equal  to   104.25%  plus  accrued  and unpaid
interest, with the redemption  price  declining  ratably on August 1 of each of
the  succeeding  three  years.   The  indenture   governing   the  Senior Notes
contains  certain covenants that, among other  things,  limit  the  ability  of
the Company  to  incur  additional indebtedness, pay dividends  or  make  other
distributions, create certain  liens,  sell  assets,  or   enter  into  certain
mergers or acquisitions.

On  April  16,  1999,  the Company entered into a definitive agreement  whereby
affiliates  of  Inverness   Management  LLC  ("Inverness")  agreed  to purchase
$50,000,000  of  the  Company's  common  shares in a private placement.   Under
the terms of the agreement,  Inverness   purchased   an  aggregate of 8,000,000
shares of the  Company's  common  stock  in two tranches  at  $6.25  per share.
The  first  tranche  was  closed  on  May 6, 1999, and  the second tranche  was
closed on June 28, 1999. The net proceeds from the first tranche were primarily
used to pay down amounts outstanding under the Company's bank credit  facility.
As of June 30, 1999, the net proceeds from the second tranche were invested  by
the Company in short-term money market instruments.

The Company maintains a bank credit facility  that provides a revolving line of
credit that can be used for  acquisitions  and  general corporate purposes.  On
July 19, 1999, the Company  replaced  its  $85 million revolving line of credit
with a $52.5 million  revolving  credit  facility (the "Bank Credit Facility").
The Bank Credit Facility is collateralized by a mortgage on  substantially  all
of the Company's  vessels other than its  North  Sea Vessels.  Amounts borrowed
under the Bank Credit Facility mature on July 19, 2002 and bear interest  at  a
Eurocurrency rate plus a margin   that   depends   on  the  Company's  leverage
ratio.  The weighted average  interest  rate  for the Bank Credit Facility  was
8.1% as of  August  12, 1999.   The  Bank  Credit Facility requires the Company
to maintain certain debt   coverage  and  leverage ratios and net worth levels,
limits capital  expenditures,   prohibits   equity  distributions,  limits  the
ability  of   the  Company to  create liens  or merge or consolidate with other
entities.

In  June 1998, the Company  refinanced  Trico  Supply's  existing  bank  credit
facilities  with  a   revolving   credit   facility   in  the amount of NOK 650
million, or $82.5 million (the  "Norwegian  Bank  Facility").  As  of  June 30,
1999, the Company  had  approximately  NOK 375 million ($47.6 million) of  debt
outstanding   under  the  Norwegian Bank Facility.  The Norwegian Bank Facility
is collateralized   by   a  security interest in certain of the Company's North
Sea vessels,  requires  Trico   Supply to maintain certain financial ratios and
limits  the  ability of  Trico Supply  to create liens, or merge or consolidate
with other entities.  Amounts  borrowed   under   the  Norwegian  Bank Facility
bear interest at NIBOR  (Norwegian  Interbank  Offered Rate) plus a margin. The
weighted average  interest  rate  for the Norwegian Bank Facility was  7.4%  as
of  June  30,  1999.   The commitment  amount  for  the Norwegian Bank Facility
reduces by NOK 50 million ($6.3 million)  every  six  months beginning December
1998, with the balance of the commitment to expire in June 2003.

On April 21, 1999, the Company issued $18.9 million principal amount of 15 year
6.11% Ship Financing Bonds  guaranteed  by  the  United States Government.  The
Ship Bonds are due in 30 semi-annual  installments  of  principal and interest,
with the first principal  payment  beginning  October 21, 1999, and are secured
by first preferred  ship  mortgages   on  the  Spirit  River  and  Hondo  River
vessels.  The  proceeds  were  used to reduce the amounts outstanding under the
Company's Bank Credit Facility.

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

YEAR 2000 COMPLIANCE

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

The Company, in the normal  course  of business, is in the process of replacing
its  accounting and  certain  other  information  systems,  and  expects  their
installation at all locations to be completed by September 30, 1999.  While the
Company's  growth is  driving  the  Company's efforts to replace these systems,
the Company  does  expect   the  implementation  of the new systems to mitigate
any potential Y2K issues related to any of its existing systems.

In addition, the Company's information  systems  personnel  have  substantially
completed their review and remedial  work  with  third party vendors to resolve
the  potential problems associated  with  the  year 2000 and the processing  of
date sensitive information by  the  Company's  computer and other systems.  The
Company   has   completed   evaluating   the   Y2K  effect  on  non-information
technology systems,   including   telephone   systems,  office based electronic
equipment and devices  with  embedded  microprocessors and  has  completed  all
remedial  work  where  required.  The  Company has also substantially completed
its review  and   remedial   work  on all vessel based electronic equipment and
devices   with   embedded   microprocessors.   Additionally,  the  Company  has
contacted   key   vendors  and  suppliers  to  ensure  that  they  have  a  Y2K
compliance plan  in   an   effort  to  minimize the Company's exposure to their
potential  Y2K   problems.   The   Company    anticipates   completion  of  its
evaluation of  vessel  based  non-information technology equipment, key vendors
and  suppliers   and   any   remedial  action  and/or  a contingency  plan,  if
necessary, by August 31, 1999.

Because  of  the  Company's  purchase  of new software and conversions  to  new
software,  the Y2K issue  is  not  expected  to  pose  significant  operational
problems for the Company's  computer  systems.  However,  if such modifications
or conversions  are  not  made  or   are  not  completed on time, the Y2K issue
could  have  an  adverse impact  on  the  Company's  operations.   Among  other
things the Company  could  be  impacted by:  the  inability  of  the Company to
retain qualified personnel  and  outside  consultants to successfully remediate
Y2K issues and implement  a  new  business  system as demand for their services
rises; the inability  of  the  Company's customers to accurately and timely pay
invoices;  the inability  of  the  Company to  access  necessary  capital  from
lenders or other  sources  when  required;  and  the inability of the Company's
significant suppliers, subcontractors  and   others   to  provide the necessary
materials, services or systems required to operate the Company's business.

The Company believes that it will be able to implement successfully the changes
necessary to address the Y2K  issues  with  reliance on its third party vendors
and does not expect  the  cost  of such changes to have  a  material  impact on
the  Company's  financial   position,  results  of operations or cash flows  in
future periods.

CAUTIONARY STATEMENTS

"Management's Discussion and Analysis  of  Financial  Condition  and Results of
Operations" includes  certain  "forward-looking  statements" within the meaning
of  Section  27A of the Securities  Act  and  Section 21E of the Exchange  Act.
All statements   other   than   statements  of historical fact included in this
section   regarding   the   Company's financial  position  and  liquidity,  its
strategic  alternatives,  future  capital needs, business strategies, scheduled
drydockings and  related  vessel   downtime,  and other plans and objectives of
management  of  the  Company for future operations and activities, are forward-
looking  statements.  These  statements  are based  on  certain assumptions and
analyses made by  the  Company's  management in light of its experience and its
perception  of   historical   trends,  current   conditions,  expected   future
developments  and  other   factors   it   believes  are  appropriate  under the
circumstances.   Such   statements   are   subject  to risks and uncertainties,
including the risks involved with  the  Company's  acquisition  of Trico Supply
and  the  integration thereof,  the  Company's  dependence on the oil  and  gas
industry and  the  volatility   of   that   industry,  the Company's ability to
manage  growth,  competition   in   its   industry, the risk  of  international
operations  and  currency  fluctuations,   general    economic    and  business
conditions, the business opportunities that  may  be  presented to  and pursued
by  the  Company,  changes in  law  or  regulations and other factors, many  of
which are beyond the  control  of  the  Company.  Although the Company believes
that  the expectations reflected   in   such   forward-looking  statements  are
reasonable,  it  can  give  no  assurance  that such expectations will prove to
have been correct.  Such statements  are  not  guarantees of future performance
and the  actual  results  or   developments  may  differ  materially from those
projected in the forward-looking statements.

CHANGES IN SECURITIES AND USE OF PROCEEDS

The following is a description of all sales of unregistered  securities  by the
Company  during  the   quarter  ended  June 30, 1999.  The sales were conducted
pursuant to a private placement made  in  reliance  upon the exemption provided
by  Section  4(2)  of  the   Securities   Act  of  1933,  as  amended,  and  no
underwriters were involved in such placement.

In April 1999, the Company  entered  into  a  Purchase Agreement (the "Purchase
Agreement") with affiliates  of  Inverness  Management  LLC,  a  privately held
investment firm,  to  purchase  $50,000,000 of Common Stock of the Company in a
private placement.  Under  the  Purchase  Agreement, Inverness/Phoenix Partners
LP and Executive Capital Partners  I  LP  (the "Investors"), agreed to purchase
in two tranches 8,000,000  shares  of  the Company's Common Stock  at $6.25 per
share.  On May 6, 1999 the  Company  closed  the first tranche and sold  to the
Investors 4,000,000  shares  of  Common Stock for an aggregate consideration of
$25  million.   On  June 28, 1999,  the Company  closed  the second tranche and
sold to the Investors  4,000,000  shares  of  Common  Stock  for  an  aggregate
consideration  of  $25,000,000.   Pursuant  to  the   terms  of   the  Purchase
Agreement, the Company paid an aggregate of $2  million   in   transaction fees
($1 million upon completion of each tranche)  to  the  Investors  in connection
with the placement.

      ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The Company's foreign subsidiaries collect revenues and pay expenses in several
different foreign currencies.  The Company  monitors  the  exchange rate of its
foreign  currencies  and,   when   deemed   appropriate,  enters  into  hedging
transactions  in  order  to   mitigate   the   risk   from   foreign   currency
fluctuations.  The  Company   also   manages   its  foreign  currency  risk  by
attempting to contract foreign  revenue  in  U.S. Dollars whenever practicable.
At  June 30, 1999, there were  no  material  unrealized gains or losses on open
foreign currency forward exchange contracts.

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





                         PART II.    OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)   The Annual Meeting of Stockholders of the  Company  was  held  on June 8,
      1999 (the "Annual Meeting").

(b)   At the Annual Meeting, Thomas E. Fairley and Benjamin F. Bailar  were re-
      elected  to  serve until the annual meeting of stockholders for the  year
      2002.  In addition  to  the  directors elected at the Annual Meeting, the
      terms of Ronald O. Palmer, Garth  H.  Greimann,  W. McComb Dunwoody, H.K.
      Acord, Edward C. Hutcheson, Jr. and James C. Comis,  III  continued after
      the Annual Meeting.  Mr. Greimann subsequently resigned as  a director of
      the Company.

(c)   At  the  Annual Meeting, holders of shares of the Company's Common  Stock
      elected two  directors with the number of votes cast for and withheld for
      such nominees as follows:

                NAME                    FOR                     WITHHELD
          Thomas E Fairley           17,763,891                  208,013

          Benjamin F. Bailar         17,758,091                  213,813

   With respect to the election of the directors, there were no abstentions and
   non-votes totaled 2,406,512.

   At the Annual Meeting,  the  stockholders  also  voted  on  and approved the
   issuance  and  sale  of  4,000,000  shares  of  the  Company's Common  Stock
   pursuant to the terms of  the  Purchase   Agreement,  dated  as of April 16,
   1999,  among the Company  and  Inverness/Phoenix  Partners LP and  Executive
   Capital  Partners  I  LP,  as  more  fully described  in the proxy materials
   dated May 7, 1999.  Holders  of  7,232,957   shares  voted  for,  holders of
   838,532  shares voted against and  holders  of 75,140 shares abstained  from
   voting on  such proposal.  Non-votes  with  respect to such proposal totaled
   12,231,787.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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

     3.2   By Laws of the Company.{1}

     4.1   Specimen Common Stock Certificate.{2}

     4.2   Third Amended and Restated Revolving  Credit  Agreement  dated as of
           July  19,  1999  by  and  among the Company, Trico Marine Operators,
           Inc., Trico Marine Assets,  Inc. and Wells Fargo Bank, N.A. as agent
           for itself and the other lending  institutions that may become party
           thereto from the time to time in accordance with the terms thereof.

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

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

     11.1  Computation of Earnings Per Share.

     27.1  Financial Data Schedule.

(b) Reports on Form 8-K:

      None.


      ______________________

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

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

     {3} Incorporated by reference to the Company's definitive Proxy Statement
         dated May 7, 1999.




                                   SIGNATURE

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



                                TRICO MARINE SERVICES, INC.






Date: August 13, 1999            By:  /S/   KENNETH W. BOURGEOIS
                                     ----------------------------------
                                 Kenneth W. Bourgeois
                                 Chief Accounting Officer and duly authorized
                                 officer