FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED
                        REVOLVING CREDIT AGREEMENT


     THIS  FOURTH  AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (hereinafter  called  this "AMENDMENT") is entered into effective
as  of  August 11, 2000 (the "EFFECTIVE  DATE"),  among  (a)  TRICO  MARINE
OPERATORS, INC. ("MARINE OPERATORS"), a Louisiana corporation, TRICO MARINE
ASSETS, INC.  ("MARINE  ASSETS"),  a  Delaware  corporation (each of Marine
Operators  and  Marine Assets a "BORROWER" and, collectively  "BORROWERS"),
(b) TRICO MARINE SERVICES, INC. ("PARENT"), a Delaware corporation, (c) the
financial institutions listed on SCHEDULE 1.1 of the Agreement (hereinafter
described) and such  other  financial institutions as may become parties to
the Agreement from time to time (individually a "BANK" and collectively the
"BANKS"), (d) WELLS FARGO BANK, N.A., as issuing bank ("ISSUING BANK"), and
(e)   WELLS   FARGO  BANK  TEXAS,  NATIONAL   ASSOCIATION   (successor   by
consolidation to  Wells  Fargo  Bank  (Texas),  National  Association),  as
administrative  agent  for  itself,  the  Issuing  Bank  and such financial
institutions ("ADMINISTRATIVE AGENT"), CHRISTIANIA BANK OG KREDITKASSE ASA,
New  York  Branch,  as  documentation  agent for itself and such  financial
institutions   ("DOCUMENTATION   AGENT")  (collectively   "AGENTS"   and/or
"ARRANGERS").

                           W I T N E S S E T H:

     WHEREAS, the Borrowers, the Parent,  the  Banks, the Issuing Bank, the
Documentation  Agent and the Administrative Agent  entered  into  a   Third
Amended and Restated  Revolving  Credit Agreement dated as of July 19, 1999
(hereinafter called the " RESTATED AGREEMENT"), whereby, upon the terms and
conditions therein stated, the Banks  and  the  Issuing Bank agreed to make
available to the Borrowers a credit facility upon  the terms and conditions
set forth in the Agreement; and

     WHEREAS, the Borrowers, the Parent, the Banks,  the  Issuing Bank, the
Documentation Agent and the Administrative Agent entered into  (i)  a First
Amendment to Third Amended and Restated Revolving Credit Agreement dated as
of  September 30, 1999 (the "FIRST AMENDMENT"), (ii) a Second Amendment  to
Third  Amended and Restated Revolving Credit Agreement dated as of December
31, 1999 (the "SECOND AMENDMENT"), (iii) a Third Amendment to Third Amended
and Restated  Revolving  Credit  Agreement  dated as of March 31, 2000 (the
"THIRD AMENDMENT"), and (iv) a Limited Waiver  and  Consent  dated June 16,
2000 (the "CONSENT"); and

     WHEREAS,  the  Restated Agreement, as amended by the First  Amendment,
Second Amendment, Third  Amendment,  and  Consent is hereinafter called the
"AGREEMENT"; and

     WHEREAS, the Company has requested that  the  Banks,  the Issuing Bank
and the Agents agree to certain amendments to the Agreement;

     NOW, THEREFORE, for and in consideration of the mutual  covenants  and
agreements  herein contained, the parties to this Amendment hereby agree as
follows:

     SECTION  1.  TERMS  DEFINED  IN AGREEMENT.  As used in this Amendment,
except as may otherwise be provided herein, all capitalized terms which are
defined in the Agreement shall have the same meaning herein as therein, all
of such terms and their definitions being incorporated herein by reference.

     SECTION 2. AMENDMENTS TO AGREEMENT.   The  Agreement hereby is amended
as follows:

          (a)  SECTION 1.1 of the Agreement hereby is amended by adding the
following definition thereto in alphabetical order:

     "NON-REDEEMABLE COMMON STOCK.  Common stock  issued by Parent provided
     that neither Parent or any Affiliate of Parent  has  any obligation to
     redeem  or  purchase  such  stock  or to exchange such stock  for,  or
     convert such stock to, whether such  obligation arises pursuant to the
     terms of such stock or of any agreement  relating  hereto or otherwise
     and whether or not such obligation exists in all circumstances or only
     upon  the occurrence of a particular event or condition  or  upon  the
     passage of time or otherwise."

          (b)  SECTION  1.1  of  the Agreement hereby is further amended by
deleting the definition of "Pricing  Grid"  therefrom  and substituting the
following definition in lieu thereof:

     "PRICING  GRID.  The annualized rates (stated in terms  of  basis
     points ("bps")) set  forth  below  for  the Applicable Margin and
     Commitment Fee based upon the Leverage Ratio  computed at the end
     of  the  immediately  preceding  quarter  and the Usage  (defined
     below) as follows:

<TABLE>
<CAPTION>

LEVEL             Leverage Ratio          BASE RATE LOAN          EUROCURRENCY RATE          COMMITMENT
                                             (BPS)                    LOAN (BPS)              FEE (BPS)

<S>           <C>                            <C>                     <C>                       <C>
  I               less than 1.75x             25.0                      125.0                   25.0
 II           1.75x or more but less          25.0                      150.0                   25.0
                    than 2.25x
 III          2.25x or more but less          37.5                      175.0                   37.5
                    than 2.75x
 IV           2.75x or more but less          37.5                      200.0                   37.5
                    than 3.25x
  V           3.25x or more but less          50.0                      225.0                   50.0
                    than 4.50x
 VI           4.50x or more but less          50.0                      250.0                   50.0
                    than 6.00x
 VII             6.00x or greater             75.0                      300.0                   50.0
</TABLE>

     The Applicable Margin and the Commitment Fee  shall be determined
     for each period commencing on an Adjustment Date through the date
     immediately  preceding  the next Adjustment Date  (each  a  "Rate
     Adjustment Period"), the  Applicable Margin or Commitment Fee, as
     applicable, shall be the applicable  percentage  set forth on the
     Pricing Grid with respect to the Leverage Ratio, calculated  on a
     Pro  Forma  Basis,  if  applicable,  as  of the end of the fiscal
     quarter of the Borrowers immediately preceding  the  date  of the
     Compliance Certificate relating to such Adjustment Date.  If  the
     Borrower   shall  fail  to  deliver  any  Compliance  Certificate
     pursuant  to   <section>8.4(c)   hereof,  then,  for  the  period
     commencing  on  the  date  such Compliance  Certificate  was  due
     pursuant  to  <section>8.4(c)   through   the   Adjustment   Date
     immediately   following   the   date  on  which  such  Compliance
     Certificate  is  delivered,  the  Applicable   Margin   and   the
     Commitment  Fee  shall  be that corresponding to Level VII of the
     Pricing  Grid.  Notwithstanding  the  foregoing,  the  Applicable
     Margin and  Commitment  Fee  shall  be  set at Level VII from the
     Closing Date until the first Adjustment Date  occurring after the
     Closing Date."

          (b)  Effective as of June 30, 2000, SECTION  8.4 of the Agreement
hereby is amended by deleting SUBSECTION 8.4(F) therefrom  and substituting
the following SUBSECTION 8.4(F) in lieu thereof:

     "(f)  on January 31 of each calendar year, or more frequently  as
     determined  by  the  Majority Banks, the Borrowers will, at their
     own expense, obtain  and  deliver to the Administrative Agent and
     the  Banks appraisal reports  in  form  and  substance  and  from
     appraisers  reasonably  satisfactory  to the Administrative Agent
     (each  such  report  herein, an "Appraisal"),  stating  the  then
     current fair market values  of  the  Vessels  subject to a Vessel
     Mortgage, PROVIDED, THAT, (i) the Administrative  Agent may, upon
     notice to the Borrowers, obtain such Appraisals and  the  cost of
     such Appraisals shall be paid by the Borrowers and (ii) unless  a
     Default   or   Event  of  Default  shall  have  occurred  and  be
     continuing, the  Borrowers shall not be obligated to pay for more
     than two Appraisals during any one calendar year; and"

          (c)  SECTION  9.1(F)  of  the  Agreement  hereby  is  amended  by
deleting  SUBSECTION  9.1(F)(V)  therefrom  and  substituting the following
SUBSECTION 9.1(F)(V) in lieu thereof:

     "(v)  such  Indebtedness  is on terms and conditions  (including,
     without limitation, terms relating  to  interest rate, covenants,
     defaults,   mandatory  prepayments  and  the  ability   of   such
     Subsidiary to  make  dividends  or  loans  to  the  Parent or the
     Borrowers)  not  materially  more  onerous  to  the  Parent,  the
     Borrower  or such Subsidiary than the Indebtedness set  forth  on
     SCHEDULE 9.1  being  refinanced,  PROVIDED, HOWEVER, the interest
     rate,  prepayment  and  repayment  provisions  and  covenants  of
     Indebtedness  set forth on SCHEDULE 9.1  owed  by  any  Norwegian
     Subsidiary may  be  modified  so long as (A) the ability of Trico
     Shipping and any other Norwegian  Subsidiary  to  make dividends,
     distributions or loans to Parent or Borrowers is not more onerous
     than that with respect to the Indebtedness set forth  on SCHEDULE
     9.1 owed by the Norwegian Subsidiaries, and (B) such Indebtedness
     is not guaranteed by Parent, Borrowers or any other Subsidiary of
     Parent (other than Trico Supply) and none of Parent, Borrowers or
     any  other  Subsidiary  of Parent (other than Trico Shipping  and
     Trico  Supply)  has  any liability  or  obligation  with  respect
     thereto,"

          (d)  SECTION 9.2  of  the Agreement hereby is amended by deleting
SUBSECTION  9.2(X), therefrom and  substituting  the  following  SUBSECTION
9.2(X) in lieu thereof:

     "(x) liens  on  Property  owned  by  the  Norwegian  Subsidiaries
     securing  Indebtedness  under  the loan agreement dated June  23,
     1998 and the loan agreement dated  April  18,  2000  set forth on
     SCHEDULE 9.1 (including any refinancings thereof permitted  under
     SECTION 9.1(F))."

          (e)  SECTION 9.5.2 of the Agreement hereby is amended by deleting
SUBSECTIONS  9.5.2(II)  and  9.5.2  (IV)  therefrom  and  substituting  the
following SUBSECTIONS 9.5.2(II) and  9.5.2 (IV) in lieu thereof:

     "(ii)  the aggregate fair market value of all such assets sold or
     otherwise disposed of by the Borrowers or Parent shall not exceed
     an amount  equal  to  $3,000,000  in  any  single  transaction or
     $10,000,000  in the aggregate during the term of this  Agreement,
     PROVIDED, HOWEVER,  the  fair  market value of all assets sold or
     otherwise disposed of by the Norwegian  Subsidiaries shall not be
     included for purposes of determining the  aggregate  fair  market
     value  of  assets  sold or otherwise disposed of pursuant to this
     subsection (ii); and"

     "(iv) the Borrowers  shall  use  the  net  proceeds  of  such  sale or
     disposition (excluding the net proceeds of any sale or disposition  of
     assets  owned  by  the Norwegian Subsidiaries) to prepay the principal
     balance   of  the  Loans,   unpaid   Reimbursement   Obligations   and
     Reimbursement  Obligations in the order and in the manner set forth in
     SECTION 2.13 hereof  if  such  disposition  of  assets would otherwise
     result in a violation of SECTION 10.4 hereof."

          (f)  SECTION 9.15 of the Agreement hereby is  amended by deleting
the period (".") at the end of SECTION 9.15 and substituting  the following
in lieu thereof:

     ",  PROVIDED,  HOWEVER, so long as no Default or Event of Default
     shall then exist  or will result therefrom, the Parent may prepay
     the Senior Notes with net cash proceeds from the issuance of Non-
     Redeemable Common Stock  or the redemption of the Senior Notes in
     exchange for Non-Redeemable Common Stock."

          (g)  Effective as of June 30, 2000, SECTION 10.6 of the Agreement
               hereby is deleted therefrom in its entirety.

          (h)  SCHEDULE 1.1 to  the Agreement hereby is amended by deleting
SCHEDULE 1.1 therefrom and substituting  SCHEDULE  1.1  hereto  attached in
lieu thereof.

          (i)  SCHEDULE  9.1  to the Agreement hereby is amended by  adding
the Indebtedness described on SCHEDULE 9.1 hereto attached thereto.

     SECTION 3. ASSIGNMENT, ASSUMPTION AND COMMITMENT REDUCTION.

          (a)  (i) Before giving  effect to this Amendment, the Commitment,
outstanding  Loans, risk relating to  outstanding  Letters  of  Credit  and
Commitment Percentage  of each of the Banks, respectively, are set forth on
SCHEDULE 3(A)(I) attached  hereto.  With  effect on and after the Effective
Date, Hibernia National Bank (the "ASSIGNOR")  hereby  sells, transfers and
assigns  to  each of the other Banks (each an "ASSIGNEE" collectively,  the
"ASSIGNEES") in  equal  percentage shares, without representation, warranty
or recourse (except as expressly  provided  in  this  SECTION  3),  and the
Assignees  hereby  purchase,  assume  and  undertake from the Assignor, one
hundred  percent  (100%)  of  the  Assignor's  Commitment  Percentage,  the
outstanding Loans owing to the Assignor, the Assignor's  risk  relating  to
Letters   of   Credit   and  all  related  rights,  benefits,  obligations,
liabilities, security interests,  liens  and  indemnities  of  the Assignor
under and in connection with the Agreement and the other Loan Documents.

               (ii) Simultaneously with the assignment described  herein in
SUBSECTION  3(A)(I), the Total Commitment shall be reduced from $52,500,000
to $45,000,000.

               (iii) After giving effect to this Amendment on the Effective
Date, the Commitment  Percentage  of  the  Assignor  shall  be  0%  and the
Commitment,  outstanding  Loans,  and  risk  relating to Letters of Credit,
Letter  of  Credit  Applications  relating thereto  and  Letter  of  Credit
Participations of the Assignor shall  be  $0.   After giving effect to this
Amendment  on  the  Effective Date, the Commitment Percentage,  Commitment,
outstanding Loans, and risk relating to Letters of Credit, Letter of Credit
Applications and Letter  of Credit Participations of each Assignee shall be
as set forth on SCHEDULE 3(A)(III) attached hereto.

          (b)  ASSIGNOR'S REPRESENTATIONS AND WARRANTIES.  The Assignor (i)
represents and warrants that  (A)  it  is  legally authorized to enter into
this Agreement, and (B) as of the date hereof (and without giving effect to
assignments thereof which have not yet become  effective),  its Commitment,
share of outstanding Loans, participating interest in the risk  relating to
any outstanding Letters of Credit and Commitment Percentage is as set forth
on  SCHEDULE  3(A)(I)  hereto  attached,  (ii) makes no representations  or
warranties, express or implied, and assumes  no responsibility with respect
to any statements, warranties or representations  made  in or in connection
with  the  Agreement or any of the other Loan Documents or  the  execution,
legality, validity,  enforceability,  genuineness,  sufficiency or value of
the Agreement, any of the other Loan Documents or any  other  instrument or
document  furnished  pursuant  thereto  or  the  attachment, perfection  or
priority of any security interest or mortgage, other  than  that  it is the
legal  and  beneficial owner of the interest being assigned by it hereunder
free and clear  of  any  claim or encumbrance created by it; (iii) makes no
representation or warranty  and  assumes  no responsibility with respect to
the  financial  condition  of  the Parent, either  of  the  Borrowers,  any
Guarantor, or any of the Parent's  other  Subsidiaries  or any other Person
primarily  or secondarily liable in respect of any of the  Obligations,  or
the performance  or  observance by the Parent, either of the Borrowers, any
Guarantor, or any of the  Parent's  other  Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations or any
of its obligations under the Agreement or any  of  the other Loan Documents
or any other instrument or document delivered or executed pursuant thereto;
and (iv) agrees to deliver to the Borrowers, promptly  after  the Effective
Date, the Note delivered to it under the Agreement.

          (c)  ASSIGNEES'  REPRESENTATIONS  AND WARRANTIES.  Each  Assignee
represents and warrants that (i) it is duly and legally authorized to enter
into this Amendment, (ii) the execution, delivery  and  performance of this
Amendment do not conflict with any provision of law or of  the  charter  or
by-laws  of  the Assignee, or of any agreement binding on the Assignee, and
(iii) all acts, conditions and things required to be done and performed and
to have occurred  prior  to the execution, delivery and performance of this
Amendment, and to render the  same  the legal, valid and binding obligation
of the Assignee, enforceable against  it in accordance with its terms, have
been done and performed and have occurred in compliance with all applicable
laws.

          (d)  PARTIES TO CREDIT AGREEMENT.   From  and after the Effective
Date,  the Assignor shall relinquish its rights and be  released  from  its
obligations  under  the Agreement; PROVIDED, HOWEVER, that, notwithstanding
anything to the contrary  contained  herein,  the provisions of SECTIONS 16
and 17 of the Agreement shall survive the Effective Date for the benefit of
the Assignor.

     SECTION 4 CONDITIONS OF EFFECTIVENESS.

          (a)  The Administrative Agent, the Issuing  Bank  and  the  Banks
have  relied  upon  the representations and warranties in this Amendment in
agreeing to the amendments  to  the  Agreement  set  forth  herein  and the
amendments  to  the  Agreement  set  forth  herein are conditioned upon and
subject to the accuracy of each and every representation  and  warranty  of
each  of  the  Borrowers  and  the  Parent  made or referred to herein, and
performance by each of the Borrowers and the  Parent  of its obligations to
be performed under the Agreement on or before the date  of  this  Amendment
(except to the extent amended herein).

          (b)  The amendments to the Agreement set forth herein are further
conditioned  upon  the  Borrowers  having paid all accrued and unpaid legal
fees and expenses referred to in SECTION  16 of the Agreement and SECTION 8
hereof.

          (c)  This  Agreement shall be effective  as  of  the  date  first
written above (provided that the amendments to Section 8.4 and Section 10.6
of  the Agreement shall  be  effective  as  of  June  30,  2000)  when  the
conditions   in   this   SECTION   4  have  been  satisfied  and  when  the
Administrative Agent shall have received  (i)  this  Amendment, executed by
the  Borrowers,  the  Parent  and  the Banks, and (ii) a favorable  opinion
addressed to the Banks and the Administrative  Agent,  from  Jones, Walker,
Waechter,  Poitevent,  Carrere & Denegre, L.L.P., counsel to the  Borrowers
and the Parent.

     SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS AND PARENT.
The Borrowers and Parent jointly and severally represent and warrant to the
Administrative Agent, the  Issuing  Bank and each Bank, with full knowledge
that the Administrative Agent, the Issuing Bank and each Bank is relying on
the following representations and warranties  in  executing this Amendment,
as follows:

          (a)  Each of the Borrowers and the Parent has corporate power and
authority to execute, deliver and perform this Amendment, and all corporate
action on the part of each of the Borrowers and the  Parent  requisite  for
the due execution, delivery and performance of this Amendment has been duly
and  effectively  taken.  Each of the undersigned officers of the Borrowers
and the Parent executing  this  Amendment represent and warrant that he has
full power and authority to execute and deliver this Amendment on behalf of
the Borrowers and the Parent respectively, that such execution and delivery
has been duly authorized by each respective Board of Directors and that the
resolutions  previously  delivered   to   the   Administrative   Agent   on
February  15,  2000,  in  connection with the execution and delivery of the
Second Amendment are and remain  in full force and effect and have not been
altered, amended, or repealed in anywise.

          (b)  The Agreement as amended  by  this  Amendment  and  the Loan
Documents  and  each  and  every  other  document executed and delivered in
connection with this Amendment to which any of the Borrowers or the Parent,
or  any  Subsidiary thereof, is a party constitute  the  legal,  valid  and
binding obligations  of  such  Person  to the extent it is a party thereto,
enforceable against such Person in accordance with its respective terms.

          (c)  This Amendment does not and  will not violate any provisions
of the articles or certificate of incorporation  or  bylaws  of  any of the
Borrowers  or  the  Parent,  or  any  contract,  agreement,  instrument  or
requirement  of  any  Governmental  Authority  to  which any such Person is
subject.  The execution of this Amendment by each of  the Borrowers and the
Parent will not result in the creation or imposition of  any  lien upon any
properties  of  any  of  the  Borrowers  or  the  Parent,  other than those
permitted by the Agreement and this Amendment.

          (d)  The  execution,  delivery  and  performance by each  of  the
Borrowers and the Parent of this Amendment do not  require  the  consent or
approval of any other Person, including, without limitation, any regulatory
authority or governmental body of the United States of America or any state
thereof or any political subdivision of the United States of America or any
state thereof.

          (e)  The annual audited consolidated balance sheet of the  Parent
and  the  Borrowers  as  of  December  31,  1999,  the related consolidated
statements of earnings, capital accounts, and cash flows  for  the  quarter
then  ended  which  have  been  furnished  to the Administrative Agent, the
Issuing Bank and the Banks, fairly present the  financial  condition of the
Parent and the Borrowers as at such date and the results of  the operations
of the Parent and the Borrowers for the periods ended on such  date, all in
accordance  with  generally  accepted  accounting principles applied  on  a
consistent basis, and since December 31,  1999  there  has been no material
adverse change in such condition or operations.

          (f)  Each  of  the  Borrowers  and the Parent has  performed  and
complied  with all agreements and conditions  contained  in  the  Agreement
required to  be  performed or complied with by each such Person prior to or
at the time of delivery of this Amendment.

          (g)  No  Default  or  Event  of  Default exists and, after giving
effect to this Amendment, no Default or Event of Default will exist and all
of the representations and warranties contained  in  the  Agreement and all
instruments and documents executed pursuant thereto or contemplated thereby
are true and correct in all material respects on and as of this date.

          (h)  Nothing in this SECTION 5 of this Amendment  is  intended to
amend  any  of the representations or warranties contained in the Agreement
or of the Loan Documents to which any of the Borrowers or the Parent or any
Subsidiary thereof is a party.

     SECTION 6. REFERENCE TO AND EFFECT ON THE AGREEMENT.

          (a)  Upon the effectiveness of SECTIONS 1, 2 and 3 hereof, on and
after the date hereof, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and be
a reference to the Agreement as amended hereby.

          (b)  Except  as  specifically  amended  by  this  Amendment,  the
Agreement  shall remain in full force and effect and is hereby ratified and
confirmed.

     SECTION  7.  NO  WAIVER.   Each of the Borrowers and the Parent agrees
that no Event of Default and no Default  has been waived or remedied by the
execution of this Amendment by the Administrative  Agent,  the Issuing Bank
and  the Banks and any such Default or Event or Default heretofore  arising
and currently  continuing  shall  continue after the execution and delivery
hereof.

     SECTION 8. COST, EXPENSES AND  TAXES.   Each  of the Borrowers and the
Parent agrees to pay on demand all reasonable costs  and  expenses  of  the
Administrative Agent, the Issuing Bank and the Banks in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other  instruments  and  documents  to  be  delivered  hereunder, including
reasonable attorneys' fees and out-of-pocket expenses of the Administrative
Agent, the Issuing Bank and the Banks.  In addition, each  of the Borrowers
and the Parent shall pay any and all stamp and other taxes and fees payable
or determined to be payable in connection with the execution  and delivery,
filing  or  recording  of  this  Amendment  and  the other instruments  and
documents  to  be  delivered  hereunder, and agrees to  save  each  of  the
Administrative Agent, the Issuing  Bank  and  the  Banks  harmless from and
against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes or fees.

     SECTION  9.  EXTENT  OF  AMENDMENTS.   Except  as otherwise  expressly
provided  herein,  the  Agreement  and  the  other Loan Documents  are  not
amended, modified or affected by this Amendment.  Each of the Borrowers and
the  Parent  ratifies and confirms that (a) except  as  expressly   amended
hereby,  all  of   the   terms,   conditions,  covenants,  representations,
warranties and all other provisions  of  the Agreement remain in full force
and effect, (b) each of the other Loan Documents  are  and  remain  in full
force  and  effect  in  accordance with their respective terms, and (c) the
Collateral is unimpaired by this Amendment.

     SECTION  10.  WAIVERS   AND   RELEASE   OF   CLAIMS.    As  additional
consideration  for  the  execution,  delivery,  and  performance  of   this
Amendment  by  the  parties hereto and to induce each of the Administrative
Agent, the Issuing Bank and the Banks to enter into this Amendment, each of
the Borrowers and the  Parent  represents  and  warrants  that  none of the
Borrowers  and the Parent know of any facts, events, statuses or conditions
which, either  now  or with the passage of time or the giving of notice, or
both, constitute or will  constitute  a  basis  for  any  claim or cause of
action against any of the Administrative Agent, the Issuing  Bank  and  the
Banks  or  any  defense,  counterclaim or right of setoff to the payment or
performance of any obligations  or  indebtedness of any of the Borrowers or
the Parent to any of the Administrative  Agent,  the  Issuing  Bank  or the
Banks,  and  in  the  event  any such facts, events, statuses or conditions
exist  or have existed, whether  known  or  unknown,  WHETHER  DUE  TO  THE
ADMINISTRATIVE  AGENT'S,  THE  ISSUING  BANK'S  OR ANY BANK'S, ANY OF THEIR
REPRESENTATIVE'S,     AGENT'S,    OFFICER'S,    DIRECTOR'S,     EMPLOYEE'S,
SHAREHOLDER'S, OR SUCCESSOR'S  OR  ASSIGN'S  OWN  NEGLIGENCE,  each  of the
Borrowers   and  the  Parent  for  each  of  themselves,  their  respective
Subsidiaries,   their   respective   representatives,   agents,   officers,
directors,    employees,   shareholders,   and   successors   and   assigns
(collectively called  the  "INDEMNIFYING  PARTIES"), hereby fully, finally,
completely,  generally  and  forever  releases,  discharges,  acquits,  and
relinquishes the Administrative Agent,  the  Issuing Bank and each Bank and
each  of  their  respective representatives, agents,  officers,  directors,
employees, shareholders,  and  successors  and assigns (collectively called
the "INDEMNIFIED PARTIES"), from any and all  claims, actions, demands, and
causes of action of whatever kind or character,  whether  joint or several,
whether  known  or unknown, WHETHER DUE TO ANY OF THE INDEMNIFIED  PARTIES'
OWN NEGLIGENCE, which  may  have  arisen  or  accrued  prior to the date of
execution  of  this  Amendment,  for  any and all injuries, harm,  damages,
penalties,  costs, losses, expenses, attorneys'  fees,  and/or  liabilities
whatsoever and  whenever  incurred  or  suffered by any of them, including,
without  limitation, any claim, demand, action,  damage,  liability,  loss,
cost, expense,  and/or  detriment, of any kind or character, growing out of
or in any way connected with or in any way resulting from any breach of any
duty of loyalty, fair dealing,  care,  fiduciary  duty,  or any other duty,
confidence,  or  commitment,  undue  influence, duress, economic  coercion,
conflict of interest, negligence, bad  faith,  violations  of the racketeer
influence   and   corrupt   organizations  act,  intentional  or  negligent
infliction  of distress or harm,  tortious  interference  with  contractual
relations, tortious  interference  with corporate governance or prospective
business advantage, breach of contract,  failure  to perform any obligation
under any of the Loan Documents, deceptive trade practices, libel, slander,
conspiracy,  interference  with business, usury, strict  liability,  lender
liability, breach of warranty  or representation, fraud, or any other claim
or cause of action (herein being collectively referred to as "CLAIMS").  IT
IS EXPRESSLY AGREED THAT THE CLAIMS  RELEASED  HEREBY INCLUDE THOSE ARISING
FROM  OR  IN ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE  (SOLE,  CONCURRENT,
ORDINARY,  OR   OTHERWISE),  OR  OTHER  TORTIOUS  CONDUCT  OF  ANY  OF  THE
INDEMNIFIED PARTIES  (other  than  any  claims  arising  solely  out  of an
Indemnified    Party's    willful    misconduct   or   gross   negligence).
Notwithstanding any provision of this Amendment or any other Loan Document,
this Section shall remain in full force  and  effect  and shall survive the
delivery  and  payment  of  the  Notes, this Amendment and the  other  Loan
Documents and the making, extension,  renewal,  modification,  amendment or
restatement of any thereof.

     SECTION  11.  INDEMNIFICATION.   As  additional  consideration to  the
execution,  delivery,  and  performance of this Amendment  by  the  parties
hereto and to induce the Administrative  Agent,  the  Issuing Bank and each
Bank to enter into this Amendment, the Indemnifying Parties hereby agree to
indemnify, hold harmless, and defend each of the Indemnified  Parties  from
and  against  any  and  all Claims of any nature or character, at law or in
equity, known or unknown,  which  may have arisen prior to the date hereof,
or accrued to, or could be claimed or asserted by, any third party prior to
the date hereof, INCLUDING WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF OR
IN ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY OR
OTHERWISE), OR OTHER TORTIOUS CONDUCT  OF  ANY  OF  THE INDEMNIFIED PARTIES
(other than any claims arising solely out of an Indemnified Party's willful
misconduct  or gross negligence).  Notwithstanding any  provision  of  this
Amendment or  any  other  Loan  Document, this SECTION shall remain in full
force and effect and shall survive  the  delivery and payment of the Notes,
this  Agreement and the other Loan Documents  and  the  making,  extension,
renewal, modification, amendment or restatement of any thereof.

     SECTION  12.  GRANT AND AFFIRMATION OF SECURITY INTEREST.  Each of the
Borrowers and the Parent  hereby  grants a security interest in and lien on
the Collateral to secure payment and  performance  of  the  Notes  and  the
obligations  described  in  the Agreement and all documents and instruments
executed in connection therewith  and, each of the Borrowers and the Parent
hereby confirms and agrees that any  and  all liens, security interests and
other security or Collateral now or hereafter  held  by  the Administrative
Agent  for the benefit of, and as representative of, the Issuing  Bank  and
the Banks as security for payment and performance of the Obligations hereby
are renewed  and  carried forth to secure payment and performance of all of
the Obligations.  The  Security  Documents  are and remain legal, valid and
binding obligations of the parties thereto, enforceable  in accordance with
their respective terms.

     SECTION 13. GUARANTIES. The Parent hereby consents to  and accepts the
terms and conditions of this Amendment, agrees to be bound by the terms and
conditions hereof and ratifies and confirms that its Guaranty, executed and
delivered   to  the  Administrative  Agent  for  the  benefit  of  and   as
representative  of each of the Issuing Bank and the Banks on July 19, 1999,
guaranteeing payment  of  the Obligations, is and remains in full force and
effect and secures payment  of  the  Obligations,  including,  among  other
things, the Notes.

     SECTION  14.  EXECUTION  AND  COUNTERPARTS.   This  Amendment  may  be
executed  in  any number of counterparts and by different parties hereto in
separate counterparts,  each  of which when so executed and delivered shall
be  deemed  to  be  an original and  all  of  which  taken  together  shall
constitute but one and  the  same  instrument.   Delivery  of  an  executed
counterpart  of the signature page of this Amendment by facsimile shall  be
equally as effective as delivery of a manually executed counterpart of this
Amendment.

     SECTION 15.  GOVERNING  LAW.   This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas.

     SECTION 16. HEADINGS.  Section headings in this Amendment are included
herein for convenience and reference  only  and shall not constitute a part
of this Amendment for any other purpose.

     SECTION 17. LOAN DOCUMENTS.  This Amendment is a Loan Document.

     SECTION 18. ARBITRATION.  The parties agree  to  be bound by the terms
and provisions of the arbitration provisions set forth in SECTION 33 of the
Agreement.

     SECTION  19. NO ORAL AGREEMENTS.  THE AGREEMENT (AS  AMENDED  BY  THIS
AMENDMENT) AND  THE  OTHER  LOAN  DOCUMENTS,  REPRESENT THE FINAL AGREEMENT
BETWEEN  THE  PARTIES AND MAY NOT BE CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.





     IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized.


                                            TRICO MARINE OPERATORS, INC, a
                                            Louisiana corporation



                                            By___________________________
                                            Name:
                                            Title:


                                            TRICO MARINE ASSETS, INC., a
                                            Delaware corporation



                                            By____________________________
                                            Name:
                                            Title:


                                            TRICO MARINE SERVICES, INC, a
                                            Delaware corporation



                                            By____________________________
                                            Name:
                                            Title:



                  [SIGNATURES CONTINUE ON FOLLOWING PAGE]





                                            WELLS FARGO BANK TEXAS, NATIONAL
                                            ASSOCIATION (successor by
                                            consolidation to Wells Fargo Bank
                                            (Texas),  National Association),
                                            individually and as Administrative
                                            Agent


                                            By________________________________
                                            Name:
                                            Title:

                                            WELLS FARGO BANK, N.A., as Issuing
                                            Bank


                                            By________________________________
                                            Name:
                                            Title:




                  [SIGNATURES CONTINUE ON FOLLOWING PAGE]




                                           CHRISTIANIA  BANK OG KREDITKASSE
                                           ASA, NEW YORK BRANCH, individually
                                           and as Documentation Agent


                                           By________________________________
                                           Name:
                                           Title:

                                           By________________________________
                                           Name:
                                           Title:


                  [SIGNATURES CONTINUE ON FOLLOWING PAGE]



                                           BANK ONE LOUISIANA, N.A.,
                                           individually and as Syndication
                                           Agent


                                           By________________________________
                                           Name:
                                           Title:



                  [SIGNATURES CONTINUE ON FOLLOWING PAGE]







                                            HIBERNIA NATIONAL BANK




                                            By_____________________________
                                            Name:
                                            Title:



                             SCHEDULE 3(A)(I)

<TABLE>
<CAPTION>
                                                                   RISK
                                                                RELATING TO
                                                                OUTSTANDING
                                         COMMITMENT OUTSTANDING LETTERS OF
            BANK             COMMITMENT  PERCENTAGE    LOANS      CREDIT
<S>                          <C>         <C>        <C>         <C>
WELLS FARGO BANK TEXAS,      $15,000,000   28.5714%          $0  $45,352.15
NATIONAL ASSOCIATION
(successor by consolidation
to Wells Fargo Bank (Texas),
National Association)

1000 Louisiana, 3rd Floor
Houston, TX  77002
Fax:  (713) 739-1087


CHRISTIANIA BANK OG          $15,000,000   28.5714%          $0  $45,352.15
KREDITKASSE ASA,
NEW YORK BRANCH

11 W. 42nd Street, 7th Floor
New York, NY  10036
Fax:  (212) 827-4888
BANK ONE LOUISIANA, N.A.     $15,000,000   28.5714%          $0  $45,352.15

201 St. Charles Avenue,
29th Floor
New Orleans, LA  70170
Fax:  (504) 623-6555


HIBERNIA NATIONAL BANK        $7,500,000   14.2858%          $0  $22,676.23

313 Carondelet Street
New Orleans, LA  70130
Fax:  (504) 533-5434
TOTAL                        $52,500,000     100.0%          $0 $158,732.68
</TABLE>



                            Schedule 3(a)(iii)





                            SCHEDULE 3(A)(III)

<TABLE>
<CAPTION>
                                                                   RISK
                                                                RELATING TO
                                                                OUTSTANDING
                                         COMMITMENT OUTSTANDING LETTERS OF
            BANK             COMMITMENT  PERCENTAGE    LOANS      CREDIT
<S>                          <C>         <C>        <C>         <C>
WELLS FARGO BANK TEXAS,      $15,000,000   33.3333%          $0  $52,910.89
NATIONAL ASSOCIATION
(successor by consolidation
to Wells Fargo Bank (Texas),
National Association)

1000 Louisiana, 3rd Floor
Houston, TX  77002
Fax:  (713) 739-1087
CHRISTIANIA BANK OG          $15,000,000   33.3333%          $0  $52,910.89
KREDITKASSE ASA,
NEW YORK BRANCH

11 W. 42nd Street, 7th Floor
New York, NY  10036
Fax:  (212) 827-4888
BANK ONE LOUISIANA, N.A.     $15,000,000   33.3333%          $0  $52,910.90

201 St. Charles Avenue,
29th Floor
New Orleans, LA  70170
Fax:  (504) 623-6555
TOTAL                        $45,000,000     100.0%          $0 $158,732.68
</TABLE>



                            Schedule 3(a)(iii)




                               SCHEDULE 1.1


<TABLE>
<CAPTION>
                BANK                               COMMITMENT    PERCENTAGE
<S>                                               <C>            <C>
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION
(successor by consolidation to Wells Fargo Bank   $15,000,000    33.3333%
(Texas), National Association)

1000 Louisiana, 3rd Floor
Houston, TX  77002
Fax:  (713) 739-1087


CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH                                   $15,000,000    33.3333%

11 W. 42nd Street, 7th Floor
New York, NY  10036
Fax:  (212) 827-4888


BANK ONE LOUISIANA, N.A.
                                                  $15,000,000    33.3333%
201 St. Charles Avenue, 29th Floor
New Orleans, LA  70170
Fax:  (504) 623-6555

TOTAL                                          $45,000,000.00      100.0%

</TABLE>

Address for Notices to Issuing Bank:

Wells Fargo Bank, N.A.

1000 Louisiana, Third Floor
Houston, Texas  77002
Attn:  Frank Schageman, Vice President


                               Schedule 1.1




                               SCHEDULE 9.1

                           EXISTING INDEBTEDNESS

<TABLE>
<CAPTION>
                                      Original Principal
                                        Amount/Maximum       Outstanding
   Description   Obligor(s)               Commitment          Principal       Interest Rate      Maturity Date
   -----------   ----------               ----------          ---------       -------------      -------------
<S>              <C>                   <C>                 <C>                <C>                <C>
Loan Agreement   Borrower:             NOK125,000,000      NOK125,000,000     NIBOR + 1.1%       June 30, 2003
dated April 18,  Trico Shipping AS
2000, between
Trico Shipping
AS, the banks
and financial    Grantor:
institutions a   Trico Supply, AS
party thereto
and Den norske
Bank ASA (as
Agent)
</TABLE>


                               Schedule 9.1