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 September 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 November 3, 1999 there were 28,386,416 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>

                                                                         September 30,      December 31,
                                                                             1999               1998
                                                                        ---------------    --------------
                                ASSETS
<S>                                                                     <C>                <C>
     Current assets:
             Cash and cash equivalents                                  $    9,468         $    9,236
             Accounts receivable, net                                       27,681             30,936
             Prepaid expenses and other current assets                       4,356              2,911
                                                                        ---------------    --------------
                   Total current assets                                     41,505             43,083
                                                                        ---------------    --------------
     Property and equipment, at cost:
             Land and buildings                                              3,699              3,402
             Marine vessels                                                631,585            565,397
             Construction-in-progress                                        3,767             45,861
             Transportation and other                                        5,679              3,604
                                                                        ---------------    --------------
                                                                           644,730            618,264
     Less accumulated depreciation and amortization                         69,875             47,855
                                                                        ---------------    --------------
             Net property and equipment                                    574,855            570,409
                                                                        ---------------    --------------

     Goodwill, net                                                         113,754            116,170
     Other assets                                                           38,695             39,228
                                                                        ---------------    --------------
                                                                        $  768,809         $  768,890
                                                                        ===============    ==============
                LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
             Current portion of long term debt                          $   13,611         $    2,033
             Accounts payable                                                9,622             11,058
             Accrued expenses                                                8,646              9,894
             Accrued interest                                                5,925             10,674
             Income taxes payable                                               48                 66
                                                                        ---------------    --------------
                  Total current liabilities                                 37,852             33,725
                                                                        ---------------    --------------

     Long-term debt                                                        394,170            402,518
     Deferred income taxes, net                                             32,215             45,622
     Other non-current liabilities                                           2,944              2,785
                                                                        ---------------    --------------
                 Total liabilities                                         467,181            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 28,458,448 and 20,450,448 shares,
               outstanding  28,386,416 and 20,378,416 shares at
               September 30, 1999 and December 31, 1998, respectively          285                205
             Additional paid-in capital                                    265,182            218,807
             Retained earnings                                              44,591             70,586
             Accumulated other comprehensive loss                           (8,429)            (5,357)
             Treasury stock, at par value, 72,032 shares                        (1)                (1)
                                                                        ---------------    --------------
                 Total stockholders' equity                                301,628            284,240
                                                                        ---------------    --------------
                                                                        $  768,809         $  768,890
                                                                        ===============    ==============



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

</TABLE>

                TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS

                                (Unaudited)

             (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                   Three Months Ended               Nine Months Ended
                                                                      September 30,                   September 30,
                                                                -------------------------       -------------------------
                                                                    1999          1998             1999           1998
                                                                ----------     ----------       ----------     ----------
<S>                                                             <C>            <C>              <C>          <C>
     Revenues:
          Charter hire                                          $  27,560      $  43,017        $  82,463      $ 144,789
          Other vessel income                                          54             27              133             84
                                                                ----------     ----------       ----------     ----------
                Total revenues                                     27,614         43,044           82,596        144,873
                                                                ----------     ----------       ----------     ----------
     Operating expenses:
          Direct vessel operating expenses and other               16,739         19,188           50,813         53,204
          Asset write-down                                              -              -            1,111              -
          General  and administrative                               2,097          2,738            7,552          7,508
          Amortization of marine inspection costs                   3,492          2,452           10,188          6,182
                                                                ----------     ----------       ----------     ----------

                Total operating expenses                           22,328         24,378           69,664         66,894
                                                                ----------     ----------       ----------     ----------

     Depreciation and amortization expense                          8,739          7,642           24,841         21,986
                                                                ----------     ----------       ----------     ----------

     Operating income (loss)                                       (3,453)        11,024          (11,909)        55,993

     Interest expense                                               8,172          7,172           23,685         20,753
     Amortization of deferred financing costs                         323            459            1,292          1,314
     Loss (gain) on sale of assets, net                                13           (301)              13           (909)
     Other income, net                                               (237)           (99)            (532)          (840)
                                                                ----------     ----------       ----------     ----------

     Income (loss) before income taxes and extraordinary item     (11,724)         3,793          (36,367)        35,675

     Income tax expense (benefit)                                  (3,908)         1,166          (12,202)        11,480
                                                                ----------     ----------       ----------     ----------

     Income (loss) before extraordinary item                       (7,816)         2,627          (24,165)        24,195

     Extraordinary item, net of taxes                                   -              -           (1,830)             -
                                                                ----------     ----------       ----------     ----------
     Net income (loss)                                          $  (7,816)     $   2,627        $ (25,995)     $  24,195
                                                                ==========     ==========       ==========     ==========

     Basic earnings per common share:
          Income  (loss) before extraordinary item              $   (0.28)     $    0.13        $   (1.01)     $    1.19
          Extraordinary item, net of taxes                              -              -            (0.08)             -
                                                                ----------     ----------       ----------     ----------
          Net income (loss)                                     $   (0.28)     $    0.13        $   (1.09)     $    1.19
                                                                ==========     ==========       ==========     ==========
          Average common shares outstanding                     28,385,079     20,357,612       23,942,273     20,331,300
                                                                ==========     ==========       ==========     ==========
     Diluted earnings per common share:
          Income (loss) before extraordinary item               $   (0.28)     $    0.13        $   (1.01)     $    1.15
          Extraordinary item, net of taxes                              -              -            (0.08)             -
                                                                ----------     ----------       ----------     ----------
          Net income (loss)                                     $   (0.28)     $    0.13        $   (1.09)     $    1.15
                                                                ==========     ==========       ==========     ==========
          Average common shares outstanding                     28,385,079     21,012,249       23,942,273     21,069,094
                                                                ==========     ==========       ==========     ==========



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

</TABLE>

                         TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          (Unaudited)

                                         (In thousands)
<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
                                                                                      September 30,
                                                                                ------------------------
                                                                                    1999         1998
                                                                                -----------   ----------
<S>                                                                             <C>           <C>
     Net income (loss)                                                          $  (25,995)   $  24,195
     Adjustments to reconcile net income (loss) to net cash provided
             by (used in) operating activities:
             Depreciation and amortization                                          36,128       29,763
             Deferred income taxes                                                 (12,219)      13,176
             Loss (gain) on sales of assets                                             13         (909)
             Provision for doubtful accounts                                             -           90
             Asset write-off                                                         1,111            -
             Extraordinary item                                                      1,830            -
     Changes in operating assets and liabilities:
             Accounts receivable                                                     2,842        3,268
             Prepaid expenses and other current assets                              (1,540)         715
             Accounts payable and accrued expenses                                  (7,066)      (1,885)
             Other, net                                                               (862)      (1,189)
                                                                                -----------   ----------
                  Net cash provided by (used in) operating activities               (5,758)      67,224
                                                                                -----------   ----------
     Cash flows from investing activities:
             Purchases of property and equipment                                   (31,673)     (80,581)
             Deferred marine inspection costs                                      (11,157)     (22,247)
             Proceeds from sales of assets                                              46        6,874
             Other                                                                     131       (1,824)
                                                                                -----------   ----------
                  Net cash used in investing activities                            (42,653)     (97,778)
                                                                                -----------   ----------
     Cash flows from financing activities:
             Proceeds from issuance of common stock, net of expenses                46,455          265
             Proceeds from issuance of long-term debt                               89,852      147,957
             Repayment of long-term debt                                           (85,835)    (103,326)
             Deferred financing costs and other                                     (1,761)        (820)
                                                                                -----------   ----------
                  Net cash provided by financing activities                         48,711       44,076
                                                                                -----------   ----------
     Effect of exchange rate changes on cash and cash equivalents                      (68)         (27)
                                                                                -----------   ----------
     Net increase in cash and cash equivalents                                         232       13,495

     Cash and cash equivalents at beginning of period                                9,236       10,940
                                                                                -----------   ----------
     Cash and cash equivalents at end of period                                 $    9,468    $  24,435
                                                                                ===========   ==========


     Supplemental information:
          Income taxes paid                                                     $      149    $   3,757
                                                                                ===========   ==========
          Income taxes refunded                                                 $       -     $       3
                                                                                ===========   ==========
          Interest paid                                                         $   29,614    $  24,148
                                                                                ===========   ==========



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

</TABLE>

                TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                (Unaudited)

                               (In thousands)



<TABLE>
<CAPTION>
                                                           Three Months Ended        Nine Months Ended
                                                              September 30,            September 30,
                                                        ----------------------     --------------------
                                                           1999         1998          1999       1998
                                                        ----------    --------     ----------  --------
<S>                                                     <C>           <C>          <C>         <C>
     Net Income (loss)                                  $ (7,816)     $ 2,627      $ (25,995)  $ 24,195
                                                        ----------    --------     ----------  --------
     Other comprehensive income (loss), net of tax:
          Foreign currency translation adjustments         2,388        4,278         (3,072)       164
                                                        ----------    --------     ----------  --------

     Comprehensive income (loss)                        $ (5,428)     $ 6,905      $ (29,067)  $ 24,359
                                                        ==========    ========     ==========  ========


         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 nine months ended September  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 nine-month periods  ending  September 30, 1999, options
to purchase 1,831,355 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  nine-month
periods ended September  30,  1999  was  33% and 34%, respectively, and for the
three-month and nine-month periods ended September  30,  1998  was 31% and 32%,
respectively.  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 nine-
month periods ended September 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
Three Months Ended September 30, 1999                    U.S.           North Sea             Other             Totals
-------------------------------------                  -------         -----------           -------           --------
<S>                                                    <C>             <C>                   <C>               <C>
Revenues from external customers                       11,690               14,030             1,894             27,614
Intersegment revenues                                      36                   --                --                 36
Segment net income (loss)                              (9,225)               1,940              (531)            (7,816)

Three Months Ended September 30, 1998                    U.S.           North Sea             Other             Totals
-------------------------------------                  -------         -----------           -------           --------

Revenues from external customers                       20,281               21,207             1,556             43,044
Intersegment revenues                                     216                   --                --                216
Segment net income                                     (4,653)               7,827              (547)             2,627

Nine Months Ended September 30, 1999                     U.S.           North Sea             Other              Totals
------------------------------------                   -------         -----------           -------            --------

Revenues from external customers                       33,834               43,626             5,136             82,596
Intersegment revenues                                     288                   --                --                288
Segment net income (loss)                             (31,047)               6,496            (1,444)           (25,995)
Segment total assets                                  530,472              311,383            33,068            874,923

Nine Months Ended September 30, 1998                     U.S.           North Sea             Other              Totals
------------------------------------                   -------         -----------           -------            --------
Revenues from external customers                       81,624               61,693             1,556            144,873
Intersegment revenues                                     216                   --                --                216
Segment net income                                      2,425               22,317              (547)            24,195
Segment total assets                                  565,569              302,212            12,465            880,246

</TABLE>

A  reconciliation of segment data to consolidated data as of and for the three-
month and nine-month periods ended September 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                               Three Months Ended September 30,
                                                                               --------------------------------
                                                                                 1999                  1998
                                                                                ------                ------
Revenues
<S>                                                                             <C>                   <C>
     Total revenues from external customers and intersegment revenues
        for reportable segments...............................................  27,650                43,260
     Elimination of intersegment revenues.....................................     (36)                 (216)
                                                                                -------               -------
            Total consolidated revenues.......................................  27,614                43,044
                                                                                =======               =======
</TABLE>
<TABLE>
<CAPTION>

                                                                                Nine Months Ended September 30,
                                                                                -------------------------------
                                                                                 1999                  1998
                                                                                ------                ------
<S>                                                                             <C>                   <C>
Revenues
     Total revenues from external customers and intersegment revenues
        for reportable segments...............................................  82,884                145,089
     Elimination of intersegment revenues.....................................    (288)                  (216)
                                                                                -------               --------
            Total consolidated revenues                                         82,596                144,873
                                                                                =======               ========

</TABLE>

<TABLE>
<CAPTION>
                                                                                       As of September 30,
                                                                                      ---------------------
                                                                                  1999                   1998
                                                                                 ------                 ------
<S>                                                                              <C>                  <C>
Assets
     Total assets for reportable segments.....................................   874,923               880,246
     Elimination of intersegment receivables..................................    (3,913)               (1,939)
     Elimination of investment in subsidiaries................................  (102,201)             (100,545)
                                                                                ---------             ---------
            Total consolidated assets.........................................   768,809               777,762
                                                                                =========             =========
</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 both tranches were primarily used to pay down
amounts outstanding under the Company's bank credit facility.

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 Hondo River.

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
U.S.  flagged vessels  located  in  the  Gulf  of  Mexico.    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 in the second quarter of 1999 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 nine-month
periods  ended  September 30, 1999 and September  30,  1998  were  $52,000  and
$63,000, 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 third  quarter  and  nine months ended September 30, 1999 were
$27.6 million and $82.6 million, respectively,  compared  to  the $43.0 million
and $144.9 million in revenues for the third quarter and first  nine  months of
1998,  respectively.  This  decrease  in  revenues  was  due to the decrease in
average vessel day rates 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 significant decline in most areas of the Company's business and materially
adversely affected  the  Company's  results  for the first nine 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 September 30,   Nine months ended September 30,
                                  ---------------------------------- ---------------------------------
                                        1999              1998              1999            1998
                                       ------            ------            ------          ------
Average Day Rates:
<S>                                   <C>               <C>               <C>             <C>
Supply                                $ 3,143           $ 6,408           $ 3,310         $ 7,625
Supply/Anchor Handling (N. Sea)         9,998            14,072            10,474          14,234
Lift                                    4,372             6,218             4,325           6,366
Crew/Line Handling                      1,561             2,070             1,559           2,078

Utilization (1):
Supply                                     57%              53%               55%             64%
Supply/Anchor Handling (N. Sea)            85%              96%               88%             94%
Lift                                       54%              55%               49%             59%
Crew/Line Handling                         84%              93%               82%             94%

Average Number of Vessels:
Supply                                   52.9              51.3              52.3            50.1
Supply/Anchor Handling (N. Sea)          18.0              17.0              17.3            16.8
Lift                                      6.0               6.0               6.0             6.0
Crew/Line Handling                       21.0              21.0              21.0            22.1

</TABLE>

**FOOTNOTES**

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


Supply boat day rates in the Gulf for the third quarter  and  first nine months
of 1999 decreased  50.9% to $3,143 and 56.6% to $3,310, respectively,  compared
to $6,408 and $7,625 for the comparable 1998 periods. Utilization for the  Gulf
supply  boat  fleet  increased to 57% for the third quarter of 1999 compared to
53% for the third quarter  of  1998,  due to increased drilling activity in the
Gulf  and reduced vessel downtime for dry-docking.  Utilization  for  the  Gulf
supply  boat  fleet  decreased  for  the  nine-month  period due to weak market
conditions in the Gulf compared to the year-ago nine-month  period  and the de-
activation  or "stacking" of 10 supply vessels. Vessel downtime for dry-docking
and refurbishment impacted the Company's supply boat utilization rates for both
the 1999 and 1998 periods.

Toward the end  of  the second quarter of 1998, 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 prices and
increased overall fleet capacity due to newly-constructed supply boats entering
the market.  Lower oil prices and the entry of newly-constructed  vessels  also
impacted day rates and utilization for the Company's North Sea fleet  beginning
in the  first  quarter of 1999.  As a result of recent increases in oil and gas
prices and increased levels of drilling activity in the Gulf, late in the third
quarter the Company began to experience improvement in  utilization  and modest
increases in day rates for its Gulf fleet.  However, no  such  improvement  has
been experienced by the Company in the international areas.

Average day rates for the Company's North Sea vessels for the third quarter and
first nine months of 1999, decreased  28.9%  to  $9,998  and  26.4% to $10,474,
respectively, compared to $14,072 and $14,234 for the comparable  1998 periods.
Utilization  was 85% and 88% for third quarter and first nine months  of  1999,
compared to 96%  and  94%  for  the  year-ago periods.  In the third quarter of
1999, the Company elected to de-activate  two  of its North Sea platform supply
vessels.

Lift boat day rates averaged $4,372 for the quarter  and  $4,325  for the first
nine months of 1999, a decrease of  29.7% and 32.1%, respectively,  compared to
$6,218  and  $6,366  for  the  comparable  1998  periods.   Utilization for the
Company's lift boats decreased to 54% and 49% for the third quarter  and  first
nine  months  of  1999,  respectively, compared to 55% and 59% for the year-ago
periods.

Day rates for crew boats and  line  handling  vessels decreased 24.6% to $1,561
for the third quarter, from $2,070 for the third  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  rates for the line handling
vessels operating in Brazil. Utilization for the crew  boats  and line handling
vessels decreased to 84% for the third quarter of 1999, compared to 93% for the
comparable  1998  period,  due  to the contract expiration of two of  the  line
handling vessels in Brazil.

During the third quarter and first nine months of 1999, direct vessel operating
expenses were $16.6 million (60.2%  of  revenues)  and  $50.5 million (61.2% of
revenues),  respectively,  compared to $19.1 million (44.3%  of  revenues)  and
$52.9 million (36.5% of revenues),  for the third quarter and first nine months
of 1998.  Direct vessel operating expenses  decreased  in  the third 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 in
the  Gulf  and  two  North Sea platform supply vessels.  The decrease in direct
vessel  operating  expenses   was   partially  offset  by  additional  expenses
associated with four new vessels that  were  placed  into service in the fourth
quarter of 1998 and in the first half 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.

Depreciation  and  amortization  expense  increased  to  $8.7 million and $24.8
million for the third quarter and first nine months of 1999,  respectively,  up
from $7.6 million and $22.0 million for the year-ago periods as a result of the
Company's  expanded  vessel  fleet and vessel upgrade program.  Amortization of
marine inspection costs increased  to  $3.5  million and $10.2  million for the
quarter and nine month period ended September  30,1999, respectively, from $2.5
million  and  $6.2  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  were  $2.1 million (7.6% of revenues) and
$7.6 million (9.1% of revenues) in the third  quarter  and first nine months of
1999,  respectively,  compared  to  $2.7  million (6.4% of revenues)  and  $7.5
million  (5.2% of revenues) for the 1998 periods.  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 $8.2 million for the third quarter of 1999 from
$7.2 million for the third quarter of 1998 due to higher average interest rates
and $772,000  of  capitalized  interest  in  the  1998  period associated  with
the various vessel construction projects.

In the third quarter and first  nine  months of 1999, the Company had an income
tax benefit of $3.9 million and $12.2 million, respectively, compared to income
tax  expense  of $1.2 million and $11.5   million  in  the  1998  periods.  The
Company's effective  income tax rate for the three-month period ended September
30, 1999 was 33%.  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

The  Company's strategy is to continue to enhance its  position  as  a  leading
supplier of marine support services by pursuing opportunities to acquire vessel
fleets and continuing to diversify into international markets.

Primarily  as  a  result  of  acquisitions and the Company's recently completed
vessel construction and upgrade programs, the Company's total assets have grown
from $52.1 million at December  31,  1995,  to  $768.8 million at September 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 (including  transaction  costs)  and acquired 37 supply boats in
the Gulf at an aggregate cost of $177.0 million.   During  1997  and  1998  the
Company  spent  $78.6  million  to  construct  six  new vessels to increase its
international market presence and deepwater capabilities, the last of which was
delivered in July 1999 when the Company took delivery  in  Norway of a 275-foot
technologically advanced multipurpose anchor handling towing  and supply vessel
with  23,800  horsepower.   During the first nine months of 1999,  the  Company
spent approximately $31.7 million  to  complete  its  vessel  construction  and
upgrade  projects.   Additionally,  the  Company  completed  during  the second
quarter  of  1999  its  vessel  improvement program consisting of the extensive
upgrade and refurbishment of a significant  portion  of  its  Gulf  supply boat
fleet.   While  this  refurbishment  program  resulted  in  significant  vessel
downtime  in  1998,  which  extended  into  the first half of 1999, the Company
believes it has extended the service lives of  many  of  its  vessels  and  has
significantly  reduced  required  maintenance  spending in the future.  Capital
expenditures  planned  for  the  remainder  of  1999  consist   principally  of
regulatory-mandated drydocking costs.

As  a  result of the reduction in industry activity and resulting decreases  in
day rates and utilization, the Company has limited capital expenditures in 1999
to those  that  were  necessary to complete existing vessels under construction
and vessels which were being refurbished as of the end of 1998, and regulatory-
mandated dry-docking 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" 10 of its Gulf supply vessels during  1999.  As a result
of  market  conditions in the North Sea, during the third quarter of 1999,  the
Company also de-activated two of its platform supply vessels.

Funds during  the  first  nine months of 1999 were provided by $71.0 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  $46.5  million  in  net  proceeds  from the issuance of
common equity.  During the period, the Company repaid $85.8  million  of  debt,
made  capital expenditures totaling $42.8 million, which included $11.2 million
of deferred  marine  inspection  costs,  and  used  $5.8 million to support its
operating activities.  Cash on hand increased by $232,000 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.

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 $84.1 million (the "Norwegian Bank Facility"). As of September 30, 1999, the
Company had approximately NOK 530 million  ($68.5  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 7.0%  as  of  September  30,
1999.  The  commitment amount for the Norwegian Bank Facility reduces by NOK 50
million ($6.5  million)  every  six  months  beginning  December 1998, with the
balance of the commitment to expire in June 2003.

On  April  16,  1999, the Company entered into a definitive  agreement  whereby
affiliates of Inverness  Management  LLC  ("Inverness")  agreed to purchase $50
million of the Company's common shares in a private placement.  Under the terms
of the agreement, Inverness purchased an aggregate of eight  million  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 both tranches were primarily  used to pay down
amounts outstanding under the Company's bank credit facility.

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 two vessels, the Spirit  River  and  Hondo
River.

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 facility (the "Bank Credit Facility"). The  Bank
Credit  Facility  is  collateralized  by a mortgage on substantially all of the
Company's Gulf of Mexico vessels. Amounts  borrowed mature on July 19, 2002 and
bear  interest  at  a  Eurocurrency rate plus a  margin  that  depends  on  the
Company's leverage ratio.  The  Bank  Credit  Facility  requires the Company to
maintain  certain financial ratios and limits the ability  of  the  Company  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.  The  interest  rate  payable  under  the Bank
Credit Facility was increased and certain of the financial ratios  were amended
effective as of September 30, 1999.  Although  the  Bank  Credit  Facility does
impose some limitations on the ability of the Company's  subsidiaries  to  make
distributions to the Company, it expressly permits distributions to the Company
by the Subsidiary Guarantors for scheduled principal  and  interest payments on
the Senior Notes.

The  Company  believes  that  cash  generated  from  operations  together  with
available borrowings under the amended Bank Credit Facility will be  sufficient
to  fund  the  Company's  currently  planned  capital  expenditures and working
capital requirements. The Company historically has grown  through acquisitions,
and  intends  to  pursue  opportunities  to  make  strategic  acquisitions  and
selectively construct other vessels 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
investments acquired.   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, has substantially completed the
replacement of its accounting and certain other information systems.  While the
Company's growth  was  the  driving  force  in 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 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  completed  its review and substantially completed  all
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
has completed  its   evaluation  of  vessel  based  non-information  technology
equipment, key vendors  and  suppliers  and  has  substantially  completed  all
remedial  action where necessary.

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.

      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 September 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 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   First  Amendment  effective  as  of September 30, 1999 to the  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 time to time in accordance with the terms thereof.

     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).


                                   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: November 12, 1999             By:/s/ Kenneth W. Bourgeois
                                       -----------------------------
                                        Kenneth W. Bourgeois
                                        Chief Accounting Officer and
                                        duly authorized officer