SALE AND PURCHASE AGREEMENT


     This  Agreement  made  and  entered  into  this  29th day of
October,  1996  by  and  among  Seacor  Marine,  Inc., a Delaware
corporation (sometimes referred to as "Seller") and  Trico Marine
Assets, Inc., a Delaware corporation (sometimes  referred  to  as
"Purchaser").

     WHEREAS,  Seacor  Marine, Inc. is the owner of the U.S. flag
Vessel  M/V  "PADRE ISLAND"  Official  Number  583782  (sometimes
referred to as "Vessel");

     WHEREAS, Seller desires to sell Vessel to the PURCHASER;

     WHEREAS,  the  Purchaser desires to purchase the Vessel upon
the following terms and conditions.

     NOW, THEREFORE,  for  and  in  consideration  of  the mutual
conenants  an  premises  contained herein and for other good  and
valuable consideration,  the parties agree as follows:

1.   Seller agrees to sell  and  Purchaser agrees to purchase the
     Vessel   together   with  the  Vessel's   engines,   tackle,
     necessaries, apparel,  spare parts, cordage, general outfit,
     electronic  and  navigation   equipment,   and   all   other
     appurtenances  and  appliances aboard the Vessel.  Purchaser
     agrees to purchase at  Seller's  cost  all fuel and lube oil
     inventories as on board and belonging to  the  Seller at the
     Closing.   Seller  shall provide an invoice for these  items
     prior to the Closing.   Purchaser  agrees,  at its sole cost
     and  expense,  that  upon delivery of the Vessel,  Purchaser
     will change the name of  the  Vessel and remove any insignia
     referring to the Seller.

2.   The  purchase price for the Vessel  shall  be  US$4,025,000.
     (UNITED  STATES  DOLLARS  FOUR MILLION TWENTY-FIVE THOUSAND)
     cash (the "Purchase Price").

3.   As a security for the correct fulfillment of its obligations
     under the contract, the Purchaser shall pay a deposit of 10%
     - ten per cent - of the Purchase Money within 3 banking days
     from  the  date of this agreement.   This  amount  shall  be
     deposited with  Jacq.  Pierot  Jr. & Sons, Inc. (Pierot) and
     held by them in Escrow at Republic National Bank of New York
     in the joint name of the Sellers  and  the  Purchaser.  Such
     deposit shall be returned to Purchaser promptly in the event
     Purchaser  terminates  this  agreement  in  accordance  with
     Section  5,  or  Seller breaches its covenants or  agreement
     hereunder.  Interest, if any, to be credited the Purchaser.

     Should the Vessel  become a total or constructive total loss
     before Closing the deposit  shall immediately be released to
     the Purchaser and the contract  thereafter  considered  null
     and void.

     Both  the  Sellers  and the Purchaser agree to sign Pierot's
     Standard Escrow agreement.

4.   Payment of the Purchase Price to Seller shall be made at the
     Closing by immediately  available  funds  less  the security
     deposit held in Escrow.

5.   The  Closing  of  the  sale of the Vessel shall occur  after
     November 15, 1996 and prior  to  December  15,  1996  at the
     offices  of  Seacor  Marine  Services, Inc., Houston, Texas.
     Seller shall give Purchaser 7  days  prior written notice of
     Closing date, which date shall not be  later  than  December
     15,  1996.   The  Seller  and  the  Purchaser agree that the
     Vessel shall be delivered at a mutually  agreeable  location
     offshore  on  the date of Closing.  In the event the Closing
     does not occur  prior  to  or  on  December  15,  1996,  the
     Purchaser shall have the option to terminate this agreement,
     provided,  however,  that  the  party  whose  breach  of its
     representations  and  warranties  in this agreement or whose
     failure to perform any of its covenants  or agreements under
     this agreement has resulted in the failure of the Closing to
     occur on or before December 15, 1996 shall  not  be entitled
     to terminate this agreement.

6.   Except   to  the  extent  waived  in  the  Purchaser's  sole
     discretion,  Purchaser's  obligation  to purchase the Vessel
     from  Seller  is  expressly  conditioned on:   (i)  Seller's
     representations and warranties  being true and correct as of
     the Closing Date; (ii) execution  and  delivery of this Sale
     and Purchase Agreement by Seller; and (iii)  the delivery at
     Closing   of  those  documents  particularly  described   in
     paragraph 14.

7.   Except to the  extent  waived  in  Seller's sole discretion,
     Seller's  obligation  to  sell  the  Vessel   is   expressly
     conditioned   on:    (i)   Purchaser's  representations  and
     warranties  being  true  and  correct;   (ii)  delivery  and
     execution by Purchaser of this Sale and Purchase  Agreement;
     (iii)  payment  of  the  purchase  price  in accordance with
     paragraph  2  and 4; and (iv) delivery at Closing  of  those
     documents particularly described in paragraph 15.

8.   Seller warrants  and  represents that it has good and lawful
     title to the whole of the  Vessel and that the Vessel is not
     subject to any mortgage (except  preferred  ship  mortgages,
     which  mortgages  shall  be  satisfied  at Closing), pledge,
     claims,   conditional  sales  agreement,  encumbrance,   tax
     charges, liens, or assessments or other charge of any nature
     or kind whatsoever.  The Vessel may be operating on standard
     offshore industry  terms,  in which case Seller has provided
     or  will  provide  on  request  to   Purchaser   information
     concerning  such  operation.   Seller  agrees  to indemnify,
     defend and hold Purchaser harmless from and against  any and
     all  such  liens,  encumbrances,  claims or charges asserted
     against  the Vessel being sold hereunder  which  accrued  or
     occurred prior to Closing whether known or unknown.

9.   The Vessel  shall  be  delivered free of cargo to the Buyers
     with it's ABS classifications  certificartes  and the C.O.I.
     Certificate  current  and valid at the time of delivery  but
     otherwise  in  substantially  the  same  condition  as  when
     inspected by the Buyers, fair wear and tear excepted but "AS
     IS, WHERE IS," without  any  warranties whatsoever as to the
     fitness, condition, seaworthiness,  or  suitability  of  the
     Vessel sold and transferred for any particular purpose.

     The  vessel's  coast  guard  mid-term  inspection  was  last
     completed and accredited in May of 1996.

10.  The   Purchasers   have   inspected   the   Vessel  and  all
     documentation that they have determined relevant  to satisfy
     themselves  as  to  the  present condition of the Vessel  as
     being acceptable for their purposes.  This sale is therefore
     outright and not subject to further inspection.

11.  Seller and Purchaser each  for itself represent and warrants
     that  it  is  a citizen of the  United   States  within  the
     meaning of Section 2 of the Shipping Act of 1916, as amended
     (46 U.S.C. 802).

12.  Seller and Purchaser each for itself warrants and represents
     that it is a company duly organized, validly existing and in
     good standing under  the  laws of its state of incorporation
     and  in good standing in the  states  and  jurisdictions  in
     which  it conducts business and each has all corporate power
     and authority to sell and purchase, respectively, the Vessel
     transferred under this Agreement.

13.  Seller and Purchaser each for itself represents and warrants
     that the purchase and sale contemplated hereby has been duly
     authorized  by  all  necessary  corporate  action,  and this
     Agreement  constitutes  its  valid  and  binding obligation,
     enforceable against it in accordance with  the terms of this
     Agreement.

14.  The Seller shall deliver to the Purchaser at Closing:

     A.   A valid and sufficient Bill of Sale transferring  title
          to the Vessel to the Purchaser which shall contain such
          warranties  of  title  and  disclaimers  as  set  forth
          hereinabove.

     B.   The  Certificate  of  Documentation  for the Vessel, if
          available, or if not available, a copy of same.

     C.   Secretary's certificate stating authorization of Seller
          for the transaction described in this Agreement.

     D.   Satisfaction of mortgages, if any, bearing  against the
          Vessel  so  that  the Vessel shall be sold to Purchaser
          free and clear of all recorded liens and encumbrances.

     E.   Any and all U.S. Coast  Guard  documentation reasonably
          required  in  connection  with the  sale  and  purchase
          hereunder.

     F.   Copies or originals of all  other  documents, plans and
          manuals in Sellers possession, if any.

15.  The Purchaser shall deliver to the Seller at Closing:

     A.   Evidence  of  payment of the Purchase  Price  less  the
          escrow.

     B.   Any and all United  States  Coast  Guard  documentation
          reasonably required in connection with the consummation
          of the sale and purchase hereunder.

16.  The  parties agreed to coordinate delivery so as  to  assure
     that sale tax will not be payable.

17.  This Agreement shall be governed by the laws of the State of
     New York and when applicable the Maritime Laws of the United
     States.

18.  If any  provision of this Agreement is held to be invalid or
     unenforceable,  such  invalidity or enforceability shall not
     affect  or  impair the validity  or  enforceability  of  the
     remaining provisions of this Agreement.

19.  This Agreement  constitutes  the entire understanding of the
     parties and supersedes any and all other agreements, written
     or oral, with respect to the subject matter herein.

20.  This Agreement may only be modified  or amended by a written
     instrument signed by both parties.

21.  This Agreement may be executed by the  Parties hereto in any
     number  of  counterparts,  each  of  which  together   shall
     constitute but one in the same instrument.

22.  This transaction shall remain confidential and shall not  be
     disclosed  except  as  required  by  applicable law.  Public
     announcements shall be coordinated among  the parties to the
     contract.

23.  This transaction has been approved by the Board of Directors
     of both the Purchasers and Sellers.

24.  Both  Seller  and  Purchaser  acknowledge  the  only  Broker
     involve in this transaction is Jacq. Pierot Jr. & Sons, Inc.
     and  the  Seller  shall  be  responsible  for  the brokerage
     commission which is due.
     
     IN WITNESS WHEREOF, the parties have set their hand and seal
through  their  duly authorized officers on the date first  above
stated.

WITNESSES:                    TRICO    MARINE    ASSETS,    INC.,
PURCHASER

       /s/ witness            By:   /s/   Victor M. Perez
     ____________________         ________________________
                                   Its:    Vice President
       /s/ witness
     _____________________
                              SEACOR MARINE, INC., SELLER

       /s/ witness            By:  /s/  Charles Fabrikant
     ______________________       _________________________
                                   Its:       Chairman
       /s/ witness
     ______________________