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, 1997

             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, Louisiana                                    70363
(Address of principal executive offices)              (Zip Code)


Registrant's  telephone  number, including area code (504) 851-3833

                    610 Palm Street, Houma, Louisiana 70364
               (Former address, if changed since last report)

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 October 31, 1997 there were 15,683,566 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.


                       PART I.   FINANCIAL INFORMATION

                       ITEM 1.   FINANCIAL STATEMENTS

                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                              (Dollars in thousands)

                                                   September 30,   December 31,
                                                       1997           1996
                                                   -------------   ------------
                                       ASSETS

Current assets:
    Cash and cash equivalents                            3,508           1,047
    Accounts receivable, net                            26,087          17,409
    Prepaid expenses and other current assets              837             591
                                                   -------------   ------------
       Total current assets                             30,432          19,047
                                                   -------------   ------------
Property and equipment, at cost:
    Land and buildings                                   2,262           1,565
    Marine vessels                                     225,085         120,403
    Construction-in-progress                            19,604           7,135
    Transportation and other                             1,652             853
                                                   -------------   ------------
                                                       248,603         129,956

Less accumulated depreciation and amortization          18,565          10,814
                                                   -------------   ------------
    Net property and equipment                         230,038         119,142
                                                   -------------   ------------
Other assets, net                                       17,287           5,166
                                                   -------------   ------------
                                                       277,757         143,355
                                                   =============   ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                     8,243           5,162
    Accrued expenses                                     9,264           3,812
                                                   -------------   ------------
       Total current liabilities                        17,507           8,974

Long-term debt                                         114,000          21,000
Deferred income taxes, net                              17,497           9,401
                                                   -------------   ------------
       Total liabilities                               149,004          39,375
                                                   -------------   ------------
Commitments and contingencies

Stockholders' equity:
    Common stock, $.01 par value, 40,000,000 
    shares authorized, issued 15,755,598 and 
    15,601,960 shares, outstanding 15,683,566 
    and 15,529,928 shares at September 30, 1997 
    and December 31, 1996, respectively                    158             156
    Additional paid-in capital                          94,143          93,818
    Retained earnings                                   34,453          10,007
    Treasury stock, at par value, 72,032 shares             (1)             (1)
                                                   -------------   ------------
       Total stockholders' equity                      128,753         103,980
                                                   -------------   ------------
                                                       277,757         143,355
                                                   =============   ============

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



                TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS 
                                 (Unaudited)

              (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                 Three Months Ended        Nine Months Ended
                                                    September 30,            September 30,
                                               ----------------------   ----------------------      
                                                  1997        1996          1997        1996
                                               ----------  ----------   ----------  ----------
<S>                                           <C>         <C>          <C>         <C>
Revenues:
     Charter hire                                 34,094      13,379       83,875      32,854
     Other vessel income                               -          11            4          31
                                               ----------  ----------   ----------  ----------
        Total revenues                            34,094      13,390       83,879      32,885

Operating expenses:
     Direct vessel operating expenses             11,168       5,931       28,388      16,314
     General  and administrative                   1,425         839        4,157       2,224
     Amortization of marine inspection costs         819         535        2,093       1,432
     Other                                            67          42          204         211
                                               ----------  ----------   ----------  ----------
        Total operating expenses                  13,479       7,347       34,842      20,181
                                               ----------  ----------   ----------  ----------
Depreciation and amortization expense              3,319       1,043        7,995       2,861
                                               ----------  ----------   ----------  ----------
Operating income                                  17,296       5,000       41,042       9,843

Interest expense                                   2,163          50        3,677       1,710
Amortization of deferred financing costs             109          30          144         217
Gain on sale of assets, net                           (2)          -         (255)         (7)
Other income, net                                    (54)        (31)        (134)        (65)
                                               ----------  ----------   ----------  ----------
Income before income taxes and extraordinary 
 item                                             15,080       4,951       37,610       7,988

Income tax expense                                 5,279       1,733       13,164       2,788

Income before extraordinary item                   9,801       3,218       24,446       5,200

Extraordinary item, net of taxes                      -           -             -        (917)
                                               ----------  ----------   ----------  ----------
Net income                                         9,801       3,218       24,446       4,283


Weighted average common shares  and
     equivalents outstanding                  16,946,275  15,039,660   16,888,569  11,171,074
                                              =========== ===========  =========== ===========
Earnings per common share and equivalent
     outstanding:
        Income before extraordinary item            0.58        0.21         1.45        0.46
        Extraordinary item                             -           -            -       (0.08)
                                               ----------  ----------   ----------  ----------
        Net income                                  0.58        0.21         1.45        0.38
                                               ==========  ==========   ==========  ==========

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

</TABLE>


                TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                 (Unaudited)

                           (Dollars in thousands)
<TABLE>                                                                 
<CAPTION>
                                                                 
                                                                 Nine Months Ended
                                                                    September 30,
                                                            ----------------------------     
                                                                 1997           1996
                                                            -------------    -----------
<S>                                                         <C>              <C>
Cash flows from operating activities:
   Net income                                                   24,446          4,283
   Adjustments to reconcile net income to net cash provided
        by operating activities:
        Depreciation and amortization                           10,232          4,556
        Extraordinary charge                                        -           1,411
        Deferred income taxes                                    8,096          2,294
        Interest on subordinated debt                               -             461
        Amortization of senior note discount expense                14              -
        Gain on sale of assets, net                               (255)            (7)
        Provision for doubtful accounts                             90            100
        Equity in loss of affiliate                                120              -
   Changes in operating assets and liabilities:
        Accounts receivable                                     (9,204)        (3,329)
        Prepaid expenses and other current assets                 (246)          (530)
        Accounts payable and accrued expenses                    8,534           (756)
   Other, net                                                     (745)        (1,124)
                                                            -------------    -----------
             Net cash provided by operating activities          41,082          7,359
                                                            -------------    -----------
Cash flows from investing activities:                                      
   Purchases of property and equipment                        (119,545)       (29,183)
   Deferred marine inspection costs                             (8,889)        (1,300)
   Proceeds from sales of assets                                 1,121             27
   Investment in unconsolidated affiliate                         (370)        (1,251)
                                                            -------------    -----------
             Net cash used in investing activities            (127,683)       (31,707)
                                                            -------------    -----------
Cash flows from financing activities:
   Proceeds from issuance of common stock, net of 
     registration expenses                                         327         48,394
   Proceeds from issuance of long-term debt                    142,928         16,169
   Repayment of long-term and subordinated debt                (50,500)       (38,929)
   Deferred financing costs and other                           (3,693)          (626)
                                                            -------------    -----------
             Net cash provided by financing activities          89,062         25,008
                                                            -------------    -----------

Net increase in cash                                             2,461            660

Cash and cash equivalents at beginning of period                 1,047          1,117
                                                            -------------    -----------
Cash and cash equivalents at end of period                       3,508          1,777
                                                            =============    ===========

Supplemental information:
   Income taxes paid                                             2,453             2
                                                            =============    ===========
   Interest paid                                                 2,002         4,445
                                                            =============    ===========


The accompanying notes are an integral part of these consolidated financial
</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, 1997 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, 1996.

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. Bank Credit Agreements:

Effective February 7, 1997, the Company  increased  its  agreement  with its
bank lenders (the "Bank Credit Facility") to $65,000,000.  On July 16,  1997
the  Company extended the  maturity date of the Bank Credit Facility to July
31, 2003, extended the revolving portion of the Bank Credit Facility to July
31, 1999 and amended certain covenants, including restrictions on additional
indebtedness,  which permitted the issuance of $110,000,000 of 8 1/2% Senior
Notes due August 1, 2005.

3. Acquisitions:

In January 1997, the Company entered into  agreements  with two companies to
acquire  seven supply vessels and one utility vessel for  $36,200,000.   The
first transaction  for the acquisition of five of the supply vessels and the
utility vessel was completed on January 31, 1997, with the Company borrowing
$22,000,000 under the Bank Credit Facility to fund a portion of the purchase
price.  The second transaction for two supply vessels was completed with the
acquisition of the first  vessel  on  June 25, 1997 and the second vessel on
July  3,  1997.   The Company  borrowed $8,000,000  under  its  Bank  Credit
Facility to fund a portion of the purchase price of the two vessels.

In June 1997 the Company  entered  into  an  agreement  to acquire 12 supply
vessels for $69,000,000.  Eleven of the vessels were acquired for a total of
$62,000,000 on July 21, 1997.  The purchase was funded with a portion of the
proceeds of the Company's $110,000,000 of 8 1/2% Senior Notes issued July 21,
1997.  The Company acquired the twelfth vessel on October 29, 1997 with  the
Company  borrowing  $4,500,000  under  the  Bank  Credit  Facility to fund a
portion of the purchase.

4. Authorized Shares and Stock Split:

On  May  22, 1997, the Company's stockholders approved an amendment  to  the
Company's  Certificate  of Incorporation to increase the number of shares of
Common Stock which the Company  is authorized to issue from 15 million to 40
million (the"Amendment").  A two-for-one split of the Company's common stock
in the form of a 100% stock dividend  that  was  previously  declared by the
Company's  Board  of Directors subject to approval of the Amendment  by  the
Company's stockholders,  was paid on June 9, 1997.  The financial statements
have been restated to reflect all effects of this stock split, including all
share amounts and per share data.





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

5. Senior Notes:

On July 21, 1997 the Company issued  $110,000,000 of 8 1/2% Senior Notes due
2005  (the  "Notes").    The Notes are unsecured and are guaranteed  by  the
Company's principal subsidiaries, Trico Marine Assets, Inc. and Trico Marine
Operators, Inc.  Interest  is payable semi-annually on February 1 and August
1  of  each  year  commencing  February   1,  1998.    Except   in   certain
circumstances,  the 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.  No sinking fund payments  are  required  on the
Notes until their final maturity.

The  Notes  contain  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.  The proceeds received from the Notes were
$106,419,000, net of underwriting discounts of $3,581,000.  Of the proceeds,
the Company  used $62,000,000 to purchase 11 supply boats and $44,419,000 to
repay amounts outstanding under the Bank Credit Facility.

Separate financial  statements of Trico Marine Assets, Inc. and Trico Marine
Operators, Inc. (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  constitute all of the Company's  direct  and indirect
subsidiaries   (other  than  insignificant  subsidiaries), (c) the aggregate
assets, liabilities, earnings and equity of the  Subsidiary  Guarantors  are
substantially  equivalent to the assets, liabilities, earnings and equity of
the Company on a  consolidated  basis,  (d)  the  Subsidiary Guarantors have
jointly and severally guaranteed the Company's obligations  under  the Notes
on  a  full  and  unconditional  basis  (subject  to  a  standard fraudulent
conveyance savings clause) and (e) management has determined  that  separate
financial  statements  and  disclosures concerning the Subsidiary Guarantors
are not material to investors.

6. New Accounting Standards:

In  February  1997, the Financial  Accounting  Standards  Board  issued  two
Statements of Financial  Accounting  Standards,  Statement No. 128 "Earnings
Per Share" and  Statement No. 129 "Disclosure of Information  About  Capital
Structure,"  both  effective  for  financial  statements  issued for periods
ending  after  December  15,  1997.  In June 1997, the Financial  Accounting
Standards Board issued two Statements  of  Financial  Accounting  Standards,
Statement  No.  130  "Reporting Comprehensive Income" and Statement No.  131
"Disclosures about Segments  of an Enterprise and Related Information," both
effective for fiscal years beginning  after  December  15, 1997.  Management
believes  adoption  of  these  statements  will  have a financial  statement
disclosure impact only and will not have a material  effect on the Company's
financial position, operations or cash flows.

7. Subsequent Events:

On  October  7,  1997,  the  Company made an offer to purchase  all  of  the
outstanding  shares  of  Saevik Supply  ASA  of  Norway  ("Saevik").  Saevik
provides marine support services  to  the  oil and gas industry operating 17
vessels in the Norwegian and United Kingdom  sectors  of the North Sea.  The
offer  was  made for 165 Norwegian Kroner per share or approximately  $23.35
per share, based  on  exchange rates in effect on the day of the offer.  The
total purchase price is  expected  to  be approximately $290 million for all
shares.




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


7. Subsequent Events, continued:

Saevik's Board of Directors has recommended  that  shareholders  accept  the
offer  and  formal  offering documents were sent to Saevik's shareholders on
October  27, 1997.  Trico  has  already  received  irrevocable  and  binding
commitments from holders of 19.18% of the shares to sell at the offer price.
Closing of the transaction is expected to occur in December 1997.



    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, 1997 were
$34.1 million and $83.9 million, respectively,  an  increase  of  154.6% and
155.1% compared to the $13.4 million and $32.9 million in revenues  for  the
quarter  and  nine months of 1996.  This increase was principally due to the
growth in the Company's supply boat fleet in the Gulf of Mexico ("Gulf") and
the improved average vessel day rates.  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.

                             Three months ended            Nine months ended 
                                September 30,                September 30,
                           ----------------------        --------------------
                          
                             1997          1996            1997        1996
                           ---------     --------        ---------    -------
Average Day Rates:
Supply                      $7,590         $5,018         $7,130      $4,302
Lift                         6,013          4,954          5,705       4,805
Crew/Line Handling           2,045          1,579          1,937       1,547

Utilization:
Supply                         85%            93%            85%         93%
Lift                           76%            77%            71%         66%
Crew/Line Handling             98%            96%            97%         95%

Average Number of Vessels:
Supply                        47.7           20.0           40.7        18.2
Lift                           6.0            6.0            6.0         6.0
Crew/Line Handling            23.0           25.0           24.0        22.8


Supply boat day rates for the third  quarter  and  first nine months of 1997
rose 51.3% to $7,590 and 65.7% to $7,130, respectively,  compared  to $5,018
and  $4,302  for  the  comparable  1996  periods  due  to  the strong market
conditions in the Gulf.  Lift boat day rates averaged $6,013 for the quarter
and  $5,705  for  the  first nine months of 1997, an increase of  21.4%  and
18.7%, respectively, compared  to  $4,954 and $4,805 for the comparable 1996
periods.  While the Company's supply  boats  experienced  strong  demand and
effectively full utilization levels during the periods, utilization  for the
supply boat fleet decreased for the third quarter and nine month period  due
to  large  number  of  scheduled  vessel drydockings in 1997 compared to the
year-ago periods.  Utilization for  the Company's lift boats was 76% and 71%
for the third quarter and first nine  months of 1997, respectively, compared
to 77% and 66% for the year-ago periods.   The  improvement in day rates for
the lift boats during 1997 is due to improved market  conditions in the Gulf
for offshore platform repair and maintenance and well-servicing activities.

Day rates for crew boats and line handling vessels increased 29.5% to $2,045
for the third quarter, from $1,579 for the third quarter of 1996, due to the
increase in day rates for crew boats in the Gulf.  Utilization for  the crew
boats  and  line handling vessels increased to 98% for the third quarter  of
1997, compared  to  96%  for the comparable 1996 period due to strong demand
for crew boats in the Gulf and the long term contracts for the line handling
vessels in Brazil.

During the third quarter and  first  nine  months  of  1997,  direct  vessel
operating  expenses increased to $11.2 million (32.8% of revenues) and $28.4
million (33.8%  of  revenues), respectively, compared to $5.9 million (44.3%
of revenues) and $16.3 million (49.6% of revenues) for the third quarter and
first nine months of  1996  due  to  the expanded vessel fleet and increased
labor,  repair  and maintenance costs.   Direct  vessel  operating  expenses
decreased as a percentage  of revenues due to the increase in average vessel
day rates during the third quarter and first nine months of 1997.

Depreciation and amortization  expense  increased  to  $3.3 million and $8.0
million  for the third quarter and first nine months of 1997,  respectively,
up from $1.0  million  and  $2.9 million for the year-ago periods due to the
expanded vessel fleet.  Amortization of marine inspection costs increased to
$819,000 and $2.1 million for  the  third  quarter  and nine month period of
1997, respectively, from $535,000 and $1.4 million in  the  comparable  1996
periods,  due  to  the  amortization  of  increased  drydocking  and  marine
inspection costs associated with the larger fleet of vessels.

General  and  administrative  expenses  increased  to  $1.4 million (4.2% of
revenues) and $4.2 million (5.0% of revenues) in the 1997  third quarter and
nine month period, respectively, from $839,000 (6.3% of revenues)  and  $2.2
million  (6.8%  of  revenues)  for  the  1996  periods  due  to additions of
personnel  in  connection  with  the  growth in the Company's vessel  fleet.
General and administrative expenses, as  a percentage of revenues, decreased
in the third quarter and nine month period  as  the increase in revenues and
additions  to  the vessel fleet did not require proportionate  increases  in
administrative expenses.

Interest expense  increased  to  $2.2  million for the third quarter of 1997
from  $50,000  for  the third quarter of 1996.   The  increase  in  interest
expense was due to the  issuance  by  the Company, on July 21, 1997, of $110
million of 8 1/2% Senior Notes due 2005 (the "Notes"), and  the repayment of
all  borrowings  under the Company's Bank Credit Facility in May  1996  with
proceeds from the  Company's  initial  public  offering.   Proceeds from the
Notes  were  used  to  purchase  11  supply  boats  and to repay outstanding
indebtedness under the Company's Bank Credit Facility.

In the third quarter and first nine months of 1997, the  Company  had income
tax  expenses  of $5.3 million and $13.2 million, respectively, compared  to
income tax expense of $1.7 million and $2.8 million in the 1996 periods.  As
a result of the  repayment  of all debt outstanding under the Company's Bank
Credit Facility and its subordinated debt in the second quarter of 1996, the
Company recorded an extraordinary  charge  of  $917,000,  net  of  taxes  of
$494,000  for  the write-off of unamortized debt issuance costs in the first
nine months of 1996.

LIQUIDITY AND CAPITAL RESOURCES

Since its initial  public  offering  in May 1996, the Company's strategy has
been  to  enhance  its  position as a leading  supplier  of  marine  support
services in the Gulf by pursuing  opportunities  to acquire vessel fleets or
single  vessels  and by diversifying into international  markets.   In  this
period, the Company  acquired 37 supply boats at an aggregate cost of $171.5
million.  Additionally,  as part of its strategy, the Company, has upgraded,
or is in the process of upgrading, two supply boats by lengthening them from
180 to 220 feet, and is completing  the  construction of two vessels for the
Brazilian market.

Funds during the first nine months of 1997  were  provided by $142.9 million
in  net  proceeds from the issuance of the Notes and  borrowings  under  the
Company's  Bank  Credit  Facility,  $41.1  million  in  funds from operating
activities and $1.1 million from the sale of assets.  During the period, the
Company repaid $50.5 million of debt and made capital expenditures  totaling
$128.4 million.

Capital  expenditures  for the nine months of 1997 consisted principally  of
$98.5 million for the acquisition  of  18  supply  vessels  and  one utility
vessel  in the Gulf, and $8.9 million of U.S. Coast Guard drydocking  costs.
Other capital  expenditures  totaling  $21.0  million consisted primarily of
vessel upgrade or construction projects on four  vessels,  two  of which are
for the Gulf market and two for the Brazilian market.  The Stones  River was
a  180-foot  supply  boat that the Company acquired in 1996 and rebuilt  and
lengthened to 220 feet and which began a charter contract in March 1997.  In
January 1997, the Company  also began upgrading one of its acquired vessels,
renamed the Elkhorn River, by lengthening it from 180 to 220 feet and adding
a dynamic positioning system.   This vessel will be placed in service in the
fourth  quarter  of  1997.   During  the   period,   the  Company  continued
construction  in  Brazil of a 200-foot supply boat, which,  once  completed,
will commence a two  year  charter  contract  with  Petrobras  in the fourth
quarter  of  1997.   The  Company  also continued construction of the  SWATH
vessel during the quarter, which is  expected to be placed into operation in
the first quarter of 1998 under a five year charter contract with Petrobras.
The  Company has received a commitment  from  the  Maritime  Administrations
Title   XI  ship  financing  program  to  provide  long-term  financing  for
approximately $9.6 million of the SWATH vessel's cost.

On July 21,  1997 the Company issued $110 million of the Notes.  The  Notes  
are  unsecured  and are guaranteed by Trico Marine  Assets,  Inc.  and Trico  
Marine   Operators,  Inc.,  the  Company's   principal  subsidiaries    (the 
"Subsidiary Guarantors").  Interest  is  payable semi-annually on February 1 
and August 1 of  each year commencing February 1, 1998.   Except  in certain 
circumstances, the 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 Notes contain 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.

Net proceeds received from the Notes of $106.4 million  were used to acquire
11  supply  boats  for  $62  million and to repay $44.4 million  of  amounts
outstanding under the Bank Credit  Facility.   As  part of this acquisition,
the Company  agreed to acquire an additional supply boat once the seller had
lengthened the vessel from 205 feet to 225 feet.  On  October  29,  1997 the
vessel lengthening was completed by the seller and the Company acquired  the
vessel.  The  vessel,  renamed Kings River, will be placed in service by the
Company in December 1997.  The  Company borrowed $4.5 million under its Bank 
Credit Facility to fund a portion of the vessel's $7 million purchase price.

The Company's Bank Credit Facility provides a revolving commitment  of up to
$65.0  million, and as of October 31, 1997, the Company had $8.5 million  of
outstanding  borrowings  under  the Bank Credit Facility.  In July 1997, the 
Bank Credit Facility was amended to, among other things, extend the maturity 
of the  revolving portion  to July 31, 1999 and extend its final maturity to 
July 31, 2003.  The  Bank  Credit  Facility  bears interest  at  LIBOR  plus 
a  margin  that  depends  on the  Company's  debt  coverage ratio (currently 
approximately 7.1% per annum)  with a fee of 3/8% per annum on  the  undrawn 
portion, is  collateralized by mortgages on certain of the Company's vessels 
and requires the Company to  maintain  certain  financial ratios, limits the 
ability  of  the  Company to incur additional indebtedness, pay dividends or 
make certain distributions, create  certain liens, sell assets or enter into 
certain mergers or acquisitions.  Although  the  Bank  Credit  Facility does 
impose some limitations on the ability of the Company's subsidiaries to make 
distributions  to  the  Company, the  Bank Credit Facility expressly permits 
distributions  to  the  Company  by  the Subsidiary Guarantors for scheduled 
principal and interest payments on the Notes.

On  October  7,  1997, the Company made an offer  to  purchase  all  of  the
outstanding shares  of  Saevik  Supply  ASA  of  Norway  ("Saevik").  Saevik
provides  marine support services to the oil and gas industry  operating  17
vessels in  the  Norwegian and United Kingdom sectors of the North Sea.  The
offer was made for  165  Norwegian Kroner per share, or approximately $23.35
per share, based on exchange  rates  in effect on the day of the offer.  The
total purchase price is expected to be  approximately  $290  million for all
shares.   Saevik's  Board  of  Directors  has  recommended that shareholders
accept  the  offer  and  formal  offering documents were  sent  to  Saevik's
shareholders on October 27, 1997.   Trico  has  already received irrevocable
and binding commitments from holders of 19.18% of  the shares to sell at the
offer price.  Closing of the transaction is expected  to  occur  in December
1997.

The Company expects to finance the Saevik acquisition with proceeds  from an
offering of 4,800,000 shares  of  common stock (the "Offering"), the private 
placement of an additional $100 million  of 8 1/2% Senior Notes due 2005 and 
advances under the Bank Credit Facility, which will be increased  to provide
a $150.0 million revolving line of credit.  The  Company has also obtained a 
commitment from its commercial lender to provide a $200 million term loan in 
addition to the  Bank Credit Facility  that  can  be used to fund the Saevik 
acquisition  if the  equity offering is not completed prior to completion of 
the acquisition.

Excluding the Saevik acquisition, the Company's capital expenditures for the
balance of the year will  consist  of  the remaining expenditures to upgrade
two supply vessels for the Gulf, the Kings  River  and  the  Elkhorn  River,
completion  of  the  construction of a 200-foot supply vessel for Brazil and
continued construction  of the SWATH vessel for Brazil, which is expected to
be placed in service in the first quarter of 1998. Additionally, the Company  
has  exercised  options  to  acquire two 230-foot supply  vessels, which are 
currently  under  construction, from  a  shipyard  on the  U.S.  Gulf  Coast
at  the  estimated cost of approximately $18.0 million.  The  first  vessel, 
which is expected to be completed  by June 1998, has  been  committed  to  a 
three year charter to an oil and gas company active in the Gulf.  The second 
vessel,  expected  to be delivered in the first quarter of 1999, is expected 
to be committed  to the international market.

Saevik is constructing one 270-foot platform supply vessel that is scheduled
for delivery in the first quarter of 1998 and is committed  to  a three year
charter for a  North Sea oil and gas operator.  Saevik  also recently signed 
a contract to build a 275-foot technologically advanced, multiservice anchor 
handling/tug/supply vessel  with  23,800  horsepower that is scheduled to be 
delivered  no  later  than  May 1999.  Expenditures  for  these  vessels are 
expected to total $32.5 million in 1998.

The Company believes that cash generated from operations  together  with the
proceeds  of  the  Offering,  the  private placement of an additional $100.0
million of the Notes and borrowings available under the Bank Credit Facility 
will be sufficient to fund the Company's currently planned capital  projects  
and working capital  requirements.   The  Company's strategy, however, is to 
make other acquisitions as part of an effort to expand  its  presence in the 
Gulf  and  selected  international  markets.  To  the  extent the Company is 
successful  in  identifying  such  acquisition opportunities, it most likely 
will  require additional debt or equity  financing  depending  on  the  size  
of  such acquisition.




                       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 as amended.[1]

        11.1  Computation of Earnings Per Share.

        27.1  Financial Date Schedule.

(b) Reports on Form 8-K:

              Report on Form 8-K dated July 21, 1997 reporting "Item 2 and 5 -
              Acquisition  or Disposition of Assets; Other Events and Item 7 -
              Financial Statements and Exhibits".


**FOOTNOTES**

[1]:Incorporated by reference to the Company's Form 8-K dated July 21, 1997.





                                 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.
                                  (Registrant)


Date: November 6, 1997            /s/   KENNETH W. BOURGEOIS

                                  Kenneth W. Bourgeois
                                  Chief Accounting Office and duly 
                                  authorized officer