SECURITIES AND EXCHANGE COMMISSION

Form 10-Q





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



As of May 8, 2001, there were 36,250,960 shares outstanding
  of the Registrant's Common Stock, par value $.01 per share.

|PART I. FINANCIAL INFORMATION
      ITEM 1. FINANCIAL STATEMENTS
      TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEETS
      (Unaudited)
      (Dollars in thousands)
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| | TRICO MARINE SERVICES, INC. AND
      SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS
      (Unaudited)
      (Dollars in
      thousands)
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| | Income (loss) before income taxes                                                                                                                  
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| | Diluted earnings per common share:                                                                                                                 
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The accompanying
notes are an integral part of these consolidated financial statements.

|TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
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|CONSOLIDATED STATEMENTS OF CASH FLOWS       
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


(Unaudited)


(Dollars in thousands)









Three Months Ended
        March 31,2001
      
      
      2000Net income (loss)
      $	1,963
      
      $	(9,061)
    Other comprehensive loss, net of tax:Foreign currency translation adjustments
      (6,357)
      
      (14,982)Comprehensive loss
      $	(4,394)
      
      $	(24,043)




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



1. Financial Statement Presentation:

The consolidated financial statements for Trico Marine
Services, Inc. (the "Company") included herein are unaudited but
reflect, in management's opinion, all adjustments, consisting only of normal
recurring adjustments, that are necessary for a fair presentation of the nature
of the Company's business. The results of operations for the three months ended
March 31, 2001 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, 2000.

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 or total
stockholders' equity, but operating cash flows were reduced by $1,146,000 and
cash flows used in investing activities were reduced by the same amount.

Effective January 1, 2001 we adopted Statement of Financial
Accounting Standards ("SFAS") No. 133 entitled "Accounting for
Derivative Instruments and Hedging Activities." To the extent that foreign
currency forward exchange contracts qualify for hedge accounting treatment, the
gain or loss due to changes in their fair value is recognized in accumulated
other comprehensive income until realized, at which time the gain or loss is
recognized along with the offsetting loss or gain on the hedged item. To the
extent that foreign currency forward exchange contracts do not qualify for hedge
accounting treatment, the gain or loss due to changes in their fair value is
recognized in the consolidated statements of operations, but is generally offset
by changes in value of the underlying exposure. The cumulative effect of the
adjustment due to this change in accounting is not material to our financial
position, results of operations or cash flows and, since we utilize derivatives
and hedging strategies on a limited basis, we do not expect the adoption of SFAS
No. 133 to be material on an ongoing basis.

Following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations (in
thousands, except share and per share date).

|                                                                        | Three Months Ended March 31, 2001 |                      | Three Months Ended March 31, 2000
|----------------------------------------------------------------------- | --------------------------------- | -------------------- | ---------------------------------
|                                                                        |                                   |                      |                                  
|                                                                        | Income (Numerator)                | Shares (Denominator) | Per-share Amount                 
|Net income (loss)                                                       | $ 1,963                           |                      |                                  
|                                                                        |                                   |                      |                                  
|Basic earnings per share                                                |                                   |                      |                                  
|Income (loss) available to common shareholders                          | 1,963                             | 36,246,341           | $0.05                            
|                                                                        |                                   |                      |                                  
|Effect of Dilutive Securities                                           |                                   |                      |                                  
|Stock option grants                                                     | -                                 | 699,728              |                                  
|                                                                        |                                   |                      |                                  
|Diluted earnings per share                                              |                                   |                      |                                  
|Income (loss) available to common shareholders plus assumed conversions | $ 1,963                           | 36,946,069           | $0.05                            
|                                                                        |                                   |                      |                                  

Options to purchase 1,879,343 shares of common stock at
prices ranging from $0.91 to $23.13 were outstanding during the three months
ended March 31, 2001 but were not always included in the computation of diluted
earnings per share because the options' exercise prices were greater than the
average market price of common shares at certain points during the period. For
the three-month period

3. Separate Financial Statements for Subsidiary Guarantors:

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

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

The Company's effective income tax rates for the
  three-month periods ended March 31, 2001 and March 31, 2000 were 34% and 30%,
  respectively. The variance from the Company's statutory rate is primarily
  due to income contributed by our wholly-owned Norwegian subsidiary, Trico
  Supply ASA, for which deferred income taxes are provided at the Norwegian
  statutory rate of 28%, due to the Company's intent to permanently reinvest
  the unremitted earnings and postpone their repatriation indefinitely.

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, 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. The Company evaluates
performance based on net income (loss). The U.S. segment represents the Company's
domestic operations and reflects interest expense on long-term debt associated
with the acquisitions of foreign subsidiaries. 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-months
ended March 31, 2001 and 2000 are as follows:

|March 31, 2001                   | U.S.     | North Sea | Other   | Totals  
|-------------------------------- | -------- | --------- | ------- | --------
|                                 |         
|Revenues from external customers | $ 25,236 | $ 15,122  | $ 2,919 | $ 43,277
|Intersegment revenues            | 36       | ---       | ---     | 36      
|Segment net income (loss)        | 395      | 1,791     | (223)   | 1,963   
|Segment total assets             | 566,372  | 333,766   | 41,392  | 941,530 

|March 31, 2000                   | U.S.     | North Sea | Other   | Totals  
|-------------------------------- | -------- | --------- | ------- | --------
|                                 |         
|Revenues from external customers | $ 13,979 | $ 10,325  | $ 2,077 | $ 26,381
|Intersegment revenues            | 36       | ---       | ---     | 36      
|Segment net income (loss)        | (7,077)  | (1,468)   | (516)   | (9,061) 
|Segment total assets             | 587,215  | 368,544   | 40,707  | 996,466 

A reconciliation of segment data to consolidated data as of
March 31, 2001 and 2000 is as follows:

|                                                                                                        | 2001                        | 2000     
|------------------------------------------------------------------------------------------------------- | --------------------------- | ---------
|Revenues                                                                                                |                             |          
|Total revenues from external customers and intersegment
      revenues for
         reportable segments | $ 43,313                    | $ 26,417 
|Elimination of intersegment revenues                                                                    | (36)                        | (36)     
|                                                                                                        |                             |          
|                                                                                                        | Total consolidated revenues | $ 43,277 
|                                                                                                        |                             |          
|Assets                                                                                                  |                             |          
|Total assets for reportable segments                                                                    | $ 941,530                   | $ 996,466
|Elimination of intersegment receivables                                                                 | (4,417)                     | (2,492)  
|Elimination of investment in subsidiaries                                                               | (281,178)                   | (294,734)
|                                                                                                        |                             |          
|                                                                                                        | Total consolidated assets   | $ 655,935
|                                                                                                        |                             |          

6. Sale of Crewboats:

In March 2001, the Company entered into agreements to sell
two of its crewboats. The sale of one crewboat was closed in March 2001, and the
sale of the second crew boat was closed in April 2001. The Company recognized a
gain of approximately $568,000 in the first quarter on the sale of the first
crewboat and will recognize a gain of approximately $377,000 in the second
quarter on the sale of the second crewboat. The proceeds from both sales were
used for working capital.

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 first quarter ended March 31, 2001 were
$43.3 million, an increase of 64.0% compared to the $26.4 million in revenues
for the first quarter of 2000. Favorable oil and gas prices in 2000 and 2001 has
resulted in increases in offshore drilling activity which, in turn, has resulted
in improved demand for our vessels. The table below sets forth by vessel class,
the average day rates and utilization for our vessels and the average number of
vessels owned during the periods indicated.

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

Supply boat day rates in the Gulf for the first quarter of
2001 increased 98% to $6,631, compared to $3,347 for the first quarter of 2000.
The utilization rate for the Gulf supply boats increased to 73% for the first
quarter of 2001, compared to 70% for the year-ago period due to improved market
conditions in the Gulf and reduced vessel downtime for drydocking and
refurbishment. The utilization rate for both periods includes 10 of our Gulf
supply boats which were previously de-activated or stacked.

Day rates for our North Sea vessels averaged $10,389 for the
first quarter of 2001, compared to $8,650 for the first quarter of 2000. Day
rates in the North Sea increased in the 2001 first quarter due to increased
demand in the North Sea compared to the year-ago period. Utilization was 89% for
the first quarter of 2001, compared to 73% for the first quarter of 2000 due to
improved market conditions and the re-activation in mid-2000 of two North Sea
PSV's which had previously been de-activated. As a result of low market day
rates and utilization in 1999, we elected to de-activate three of our North Sea
PSV's. The third PSV was re-activated at the end of the 2001 first quarter.

Day rates for crew boats and line handling vessels increased
to $2,723 for the first quarter of 2001, compared to $2,285 for the first
quarter of 2000. Day rates improved for both our Gulf crew boats and our line
handling vessels operating in Brazil. Utilization for the crew boats and line
handling vessels increased to 89% for the first quarter of 2001, compared to 76%
for the comparable 2000 period. Three of our line handling vessels in Brazil
were drydocked during the first quarter of last year prior to commencement of
new two-year charters.

During the first quarter of 2001, direct vessel operating
expenses increased to $19.2 million (44.3% of revenues) compared to $15.7
million (59.5% of revenues) for the first quarter of 2000. This increase was due
to the additional expenses associated with the three vessels which were
re-activated in the North Sea, and increases in labor and maintenance and repair
costs compared to the first quarter of 2000. Vessel operating expenses decreased
as a percentage of revenue in the 2001 first quarter compared to the prior year
because the increases in vessel utilization and day rates more than offset the
increases in expenses.

Depreciation and amortization expense decreased to $8.3
million for the first quarter 2001, down from $8.5 million for the year-ago
period principally as a result of the sale of our six lift boats in the second
quarter of 2000. Amortization of marine inspection costs decreased to $3.2
million for the quarter ended March 31, 2001, from $3.9 million in the
comparable 2000 period, due principally to decreased drydocking and marine
inspection costs as a result of the completion of our Gulf supply boat upgrade
and refurbishment program in 1999.

Our general and administrative expenses increased to $3.1
million in the first quarter of 2001 compared to $2.5 million for the 2000 first
quarter. General and administrative expenses decreased as a percentage of
revenues to 7.2% in the 2001 first quarter from 9.6%, due to the increase in
average day rates for all our vessel classes.

Interest expense decreased to $6.7 million for the first
quarter of 2001 from $8.3 million for the first quarter of 2000 due to the
reduction of our debt.

In the first quarter of 2001, we had income tax expense of
$1.0 million compared to an income tax benefit of $3.9 million in the 2000
period. Our effective income tax rate for the three-month period ended March 31,
2001 was 34%. The variance from our statutory rate is due to income contributed
by our Norwegian operations, for which deferred income taxes are provided at the
Norwegian statutory rate of 28%, due to our intent to permanently reinvest the
2001 unremitted earnings and postpone their repatriation indefinitely.

LIQUIDITY AND CAPITAL RESOURCES

Our on-going capital requirements arise primarily from our
need to service debt, fund working capital, acquire, maintain or improve
equipment and make other investments. Due to the reduction in industry activity,
which occurred in 1998 and 1999, and the resulting decreases in day rates and
utilization rates, we experienced a net loss during 1999 and the first nine
months of 2000. As a result, our capital requirements during this period were
primarily funded through the issuance of additional equity and the incurrence of
debt.

During the first three months of 2001, $7.9 million in funds
were provided by operating activities, net of $4.1 million of dry-docking and
vessel inspection costs, a significant improvement from the first quarter of
last year when we used $7.8 million in funds for operating activities, net of
$1.1 million of dry-docking and vessel inspection costs. This improvement in
funds generated from operating activities is principally due to the increase in
net income resulting from the increase in vessel utilization and day rates
compared to the first quarter of 2000. During the first quarter of 2001, $6.0
million in funds were used in financing activities, which was primarily due to
our repayment of debt. This compares to the first quarter of 2000 when $9.8
million in funds were provided by financing activities, which was principally
due to our borrowing of $12.0 million under our bank facilities, offset in part
by the repayment of $2.2 million of debt. During the 2001 first quarter, $1.2
million of funds were used in investing activities, primarily due to capital
expenditures of $1.8 million, reduced by the proceeds from the cash sale of a
crew boat for $875,000. This compares to $2.0 million used in investing
activities in the first quarter of 2000, which was due principally to capital
expenditures.

We have outstanding approximately $247.9 million in 8 1/2% senior
notes due 2005. The senior notes are unsecured and are required to be guaranteed by all
of our significant subsidiaries. Except in certain circumstances, the senior
notes may not be prepaid until August 1, 2001, at which time they may be
redeemed, at our option, 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 our ability to incur additional debt, pay dividends or make other
distributions, create certain liens, sell assets, or enter into certain mergers
or acquisitions.

We maintain a bank credit facility that provides a $45.0
million revolving line of credit that can be used for acquisitions and general
corporate purposes. The bank credit facility is collateralized by a mortgage on
substantially all of our vessels other than those located in the North Sea and
Brazil. 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 our
leverage ratio. As of May 8, 2001, we had no outstanding borrowings under the
bank credit facility. The bank credit facility requires us to maintain certain
financial ratios and limits our ability to incur additional indebtedness, make
capital expenditures, pay dividends or make certain other distributions, create
certain liens, sell assets or enter into certain mergers or acquisitions.
Although the bank credit facility does impose some limitations on the ability of
our subsidiaries to make distributions to us, it expressly permits distributions
to us by our significant subsidiaries for scheduled principal and interest
payments on the senior notes.

We also maintain a Norwegian revolving credit facility in the
amount of NOK 450 million ($49.2 million). The commitment amount for this
Norwegian bank facility reduces by NOK 50 million ($5.5 million) every six
months, with the balance of the commitment to expire in June 2003. As of May 8,
2001, we had approximately NOK 325 million ($35.8 million) of debt outstanding
under the facility. In April 2000, we executed a new loan agreement for an
additional Norwegian bank facility in the amount of NOK 125 million ($13.7
million). The commitment amount for this additional facility reduces by NOK 12.5
million ($1.4 million) every six months beginning June 2001, with the balance of
the commitment to expire June 2003. As of May 8, 2001, this additional facility
had been prepaid and reduced to NOK 100 million ($11.0 million). Amounts
borrowed under these credit facilities bear interest at NIBOR (Norwegian
Interbank Offered Rate) plus a margin. The weighted average interest rate for
our Norwegian bank facilities was 8.21% as of March 31, 2001. Our Norwegian bank
facilities are collateralized by mortgages on certain of our North Sea vessels,
require that our North Sea operating unit maintain certain financial ratios and
limit its ability to create liens, or merge or consolidate with other entities.

We believe that cash generated from our operations, together
with available borrowings under our bank credit facilities, will be sufficient
to fund our working capital requirements and currently planned capital
expenditures. However, it is our objective to position ourselves to pursue
acquisitions and opportunities to selectively build new vessels which enhance
our capabilities and enable us to enter new markets areas. Depending upon the
size of such investments, it is likely that we would require additional equity
or debt financing. We can give no assurances regarding the availability or terms
of any possible transactions and the related debt and equity financing.

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 Company's dependence on the oil and gas industry and the
volatility of that industry, the Company's ability to manage growth,
competition in its industry, the risk of international operations and currency
fluctuations, general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond the control of
the Company. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Such statements are not
guarantees of future performance and the actual results or developments may
differ materially from those projected in the forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Our market risk exposures primarily include interest rate and
exchange rate fluctuations on derivative and financial instruments as detailed
below. Our market risk sensitive instruments are classified as "other than
trading".

We have entered into a number of variable and fixed rate debt
obligations, demoninated in both the U.S. Dollar and the Norwegian Kroner
(Norwegian debt payable in Norwegian Kroner). The instruments are subject to
interest rate risk. We manage this risk by monitoring our ratio of fixed and
variable rate debt obligations in view of changing market conditions and from
time to time altering that ratio. We also enter into interest rate swap
agreements, when considered appropriate, in order to manage our interest rate
exposure.

Our foreign subsidiaries collect revenues and pay expenses in
several different foreign currencies. We monitor the exchange rate of our
foreign currencies and, when deemed appropriate, enter into hedging transactions
in order to mitigate the risk from foreign currency fluctuations. We also manage
our foreign currency risk by attempting to contract foreign revenue in U.S.
Dollars whenever practicable.

Our market risk estimates have not changed materially from
those disclosed in our 2000 Form 10-K, incorporated herein by reference.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

|3.1  |  | Amended and Restated Certificate of Incorporation
        of the Company.1
|---- |  | --------------------------------------------------------------------------
|3.2  |  | By Laws of the Company.1                                                  
|4.1  |  | Specimen Common Stock Certificate.2                                       
|12.1 |  | Computation of Ratio of Earnings to Fixed Charges.                        

(b) Reports on Form 8-K:

|(i) |  | Report on Form 8-K dated February 12, 2001
        reporting "Item 5 - Other Events and Item 7 - Financial
        Statements and Exhibits."
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

_________________________________

|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).                      

SIGNATURE

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

|                   | TRICO MARINE SERVICES, INC.                               
|------------------ | ----------------------------------------------------------
|                   |                                                           
|Date: May 14, 2001 | By: /s/ KENNETH W. BOURGEOISKenneth
W. Bourgeois          
|                   | Chief Accounting Officer and duly authorized
      officer