SECURITIES AND EXCHANGE COMMISSIONWashington, 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 June 30, 2002

Transition Report Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
For the
transition period  to

Commission File
Number 0-28316

TRICO MARINE
SERVICES, INC.
(Exact name of
registrant as specified in its charter)



| | Delaware
(State or other jurisdiction of
incorporation or organization)                | 72-1252405
    (I.R.S. Employer Identification No.)
| | -------------------------------------------------------------------------------------- | ---------------------------------------------------
| |                                                                                        |                                                    
| | 250 North American Court
          
Houma, LA
(Address of principal executive offices) | 70363
    (Zip Code)                               
| |                                                                                       
| | Registrant's telephone number,
including area code        (985) 851-3833              



Indicate by check mark whether
the registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.

Yes XNo

As of August 14, 2002, there were 36,262,335 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
    (Dollars in thousands except share and per share amounts)
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|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|ASSETS                                                                                                                                                                                                       
|                                                                                                                                                                                                             
|Current assets:                                                                                                                                                                                              
|Cash and cash equivalents                                                                                                                                                                                    
|Restricted cash                                                                                                                                                                                              
|Accounts receivable, net                                                                                                                                                                                     
|Prepaid expenses and other current assets                                                                                                                                                                    
|Deferred income taxes                                                                                                                                                                                        
|                                                                                                                                                                                                             
|Total current assets                                                                                                                                                                                         
|                                                                                                                                                                                                             
|Property and equipment, at cost:                                                                                                                                                                             
|Land and buildings                                                                                                                                                                                           
|Marine vessels                                                                                                                                                                                               
|Transportation and other                                                                                                                                                                                     
|Construction-in-progress                                                                                                                                                                                     
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|Less accumulated depreciation and amortization                                                                                                                                                               
|                                                                                                                                                                                                             
|Net property and equipment                                                                                                                                                                                   
|                                                                                                                                                                                                             
|Goodwill                                                                                                                                                                                                     
|Other assets                                                                                                                                                                                                 
|Deferred income taxes                                                                                                                                                                                        
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                         
|                                                                                                                                                                                                             
|Current liabilities:                                                                                                                                                                                         
|Current portion of long-term debt                                                                                                                                                                            
|Accounts payable                                                                                                                                                                                             
|Accrued expenses                                                                                                                                                                                             
|Accrued insurance reserve                                                                                                                                                                                    
|Accrued interest                                                                                                                                                                                             
|Income taxes payable                                                                                                                                                                                         
|                                                                                                                                                                                                             
|Total current liabilities                                                                                                                                                                                    
|                                                                                                                                                                                                             
|Long-term debt                                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                                                        
|Other non-current liabilities                                                                                                                                                                                
|                                                                                                                                                                                                             
|Total liabilities                                                                                                                                                                                            
|                                                                                                                                                                                                             
|Commitments and contingencies                                                                                                                                                                                
|Stockholders' equity:                                                                                                                                                                                        
|Preferred stock, $.01 par value, 5,000,000 shares
    authorized, no                                                                                                                                         
|shares issued at June 30, 2002 and December 31, 2001                                                                                                                                                         
|Common stock, $.01 par value, 55,000,000 shares authorized,
    36,334,367 and                                                                                                                               
|36,326,367 shares issued and 36,262,335 and 36,254,335
    shares outstanding                                                                                                                                
|at June 30, 2002 and December 31, 2001, respectively                                                                                                                                                         
|Additional paid-in capital                                                                                                                                                                                   
|Retained earnings (accumulated deficit)                                                                                                                                                                      
|Accumulated other comprehensive loss                                                                                                                                                                         
|Treasury stock, at par value, 72,032 shares                                                                                                                                                                  
|                                                                                                                                                                                                             
|Total stockholders' equity                                                                                                                                                                                   
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|                                                                                                                                                                                                             
|The accompanying notes are an integral part of these
    consolidated financial statements.                                                                                                                  
|                                                                                                                                                                                                             



|TRICO MARINE SERVICES, INC.
    AND SUBSIDIARIES                                           
|-------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF
    OPERATIONS                                                  
|(Unaudited)                                                                                
|(In thousands, except share and per share amounts)                                         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Revenues:                                                                                  
|Charter hire                                                                               
|Other vessel income                                                                        
|                                                                                           
|Total
    revenues                                                                         
|                                                                                           
|Operating expenses:                                                                        
|Direct vessel operating expenses
    and other                                             
|General and administrative                                                                 
|Loss (gain) on sale of assets                                                              
|Amortization of marine inspection
    costs                                                
|Depreciation and amortization
    expense                                                  
|                                                                                           
|Total
    operating expenses                                                               
|                                                                                           
|Operating income (loss)                                                                    
|                                                                                           
|Interest expense                                                                           
|Amortization of deferred financing costs                                                   
|Other income (expense), net                                                                
|                                                                                           
|                                                                                           
|Income (loss) before income taxes and extraordinary item                                   
|                                                                                           
|Income tax expense (benefit)                                                               
|                                                                                           
|Income (loss) before extraordinary item                                                    
|                                                                                           
|Extraordinary item, net of taxes                                                           
|                                                                                           
|Net income (loss)                                                                          
|                                                                                           
|                                                                                           
|                                                                                           
|Basic earnings per common share:                                                           
|Income (loss) before extraordinary item                                                    
|                                                                                           
|Extraordinary item, net of taxes                                                           
|                                                                                           
|Net income (loss)                                                                          
|                                                                                           
|Average common shares outstanding                                                          
|                                                                                           
|                                                                                           
|Diluted earnings per common share:                                                         
|Income (loss) before extraordinary item                                                    
|                                                                                           
|Extraordinary item, net of taxes                                                           
|                                                                                           
|Net income (loss)                                                                          
|                                                                                           
|Average common shares outstanding                                                          
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these
    consolidated financial statements.



|TRICO MARINE SERVICES, INC.
    AND SUBSIDIARIES                                                                 
|-----------------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF
    CASH FLOWS                                                                        
|(Unaudited)                                                                                                      
|(In thousands)                                                                                                   
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Net income (loss)                                                                                                
|Adjustments to reconcile net income (loss) to net cash
    provided
      
    by (used in) operating activities:
|Depreciation and amortization                                                                                    
|Deferred marine inspection costs                                                                                 
|Deferred income taxes                                                                                            
|Gain on sales of assets                                                                                          
|Provision for doubtful accounts                                                                                  
|Extraordinary item, net of taxes                                                                                 
|Changes in operating assets and liabilities:                                                                     
|Restricted cash                                                                                                  
|Accounts receivable                                                                                              
|Prepaid expenses and other current assets                                                                        
|Accounts payable and accrued expenses                                                                            
|Other, net                                                                                                       
|                                                                                                                 
|Net cash provided by (used in) operating activities                                                              
|                                                                                                                 
|Cash flows from investing activities:                                                                            
|Purchases of property and equipment                                                                              
|Proceeds from sales of assets                                                                                    
|Other                                                                                                            
|                                                                                                                 
|Net cash  used in investing activities                                                                           
|                                                                                                                 
|Cash flows from financing activities:                                                                            
|Proceeds from issuance of common stock, net of expenses                                                          
|Proceeds from issuance of long-term debt                                                                         
|Repayment of long-term debt                                                                                      
|Deferred financing costs and other                                                                               
|                                                                                                                 
|Net cash provided by (used in) financing activities                                                              
|                                                                                                                 
|Effect of exchange rate changes on cash and cash equivalents                                                     
|                                                                                                                 
|Net increase in cash and cash equivalents                                                                        
|                                                                                                                 
|Cash and cash equivalents at beginning of period                                                                 
|                                                                                                                 
|Cash and cash equivalents at end of period                                                                       
|                                                                                                                 
|Supplemental information:                                                                                        
|Income taxes paid                                                                                                
|                                                                                                                 
|Interest paid                                                                                                    
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|The accompanying notes are an integral part of these
    consolidated financial statements.                      



| | TRICO MARINE SERVICES, INC.
    AND SUBSIDIARIES          
| | ----------------------------------------------------------
| | CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE INCOME (LOSS)
| | (Unaudited)                                               
| | (In thousands)                                            
| |                                                           
| |                                                           
| |                                                           
| |                                                           
| |                                                           
| |                                                           
| | Net income (loss)                                         
| |                                                           
| | Other comprehensive income (loss), net of tax:            
| | Foreign currency translation
    adjustments              
| |                                                           
| |                                                           
| | Comprehensive income (loss)                               
| |                                                           
| |                                                           





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

1.   Financial Statement Presentation:

The consolidated financial statements for Trico Marine
Services, Inc. (the "Company") included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of the nature of the
Company's business.  The results of operations for the three and six months
ended June 30, 2002 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, 2001.

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:

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

|                                                                                                                         | Three Months Ended June 30, 2002 |                      | Six Months Ended June 30, 2002
|------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | -------------------- | ------------------------------
|                                                                                                                         | Loss (Numerator)                 | Shares (Denominator) | Per-share Amount              
|(Loss) before extraordinary item                                                                                         | $  (7,681)                       |                      |                               
|                                                                                                                         |                                  |                      |                               
|Basic earnings per share(Loss) before extraordinary item available to
    common shareholders                            | (7,681)                          | 36,260,002           | $(0.21)                       
|                                                                                                                         |                                  |                      |                               
|                                                                                                                         |                                  |                      |                               
|Effect of Dilutive SecuritiesStock option grants                                                                         | -                                | -                    |                               
|                                                                                                                         |                                  |                      |                               
|Diluted earnings per share(Loss) before extraordinary item available to
    common shareholders plus assumed conversions | $  (7,681)                       | 36,260,002           | $(0.21)                       
|                                                                                                                         |                                  |                      |                               
|                                                                                                                         |                                  |                      |                               



|                                                                                                                         | Three Months Ended June 30, 2001 |                      | Six Months Ended June 30, 2001
|------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | -------------------- | ------------------------------
|                                                                                                                         | Income (Numerator)               | Shares (Denominator) | Per-share Amount              
|Income before extraordinary item                                                                                         | $   5,446                        |                      |                               
|                                                                                                                         |                                  |                      |                               
|Basic earnings per shareIncome before extraordinary item available to
    common shareholders                            | 5,446                            | 36,251,049           | $0.15                         
|                                                                                                                         |                                  |                      |                               
|                                                                                                                         |                                  |                      |                               
|Effect of Dilutive SecuritiesStock option grants                                                                         | --                               | 643,134              |                               
|                                                                                                                         |                                  |                      |                               
|Diluted earnings per shareIncome before extraordinary item available to
    common shareholders plus assumed conversions | $   5,446                        | 36,894,183           | $0.15                         
|                                                                                                                         |                                  |                      |                               
|                                                                                                                         |                                  |                      |                               

For the three-month and six-month periods ending June 30,
2002, options to purchase 2,116,468 and 2,119,218 common shares, respectively,
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.  During the three-month and six-month periods ending June 30,
2001, options to purchase 1,865,843 and 1,879,343 shares of common stock,
respectively, at prices ranging from $0.91 to $23.13 were outstanding but were
not always included in the computation of diluted earnings per share because the
options' exercise prices were greater than the average market price of common
shares at certain points during the period.

3.       Income Taxes:

The Company's effective income tax rate for the
three-month periods ended June 30, 2002 and 2001 was 31%.  The Company's
effective income tax rate for the six-month periods ended June 30, 2002 and
2001, was 32%.  The variance from the Company's statutory rate is primarily due
to income contributed by our wholly-owned Norwegian subsidiary, Trico Supply ASA,
for which deferred income taxes are provided at the Norwegian statutory rate of
28%, due to the Company's intent to permanently reinvest the unremitted earnings
and postpone their repatriation indefinitely.

The Company's Brazilian
subsidiary received a tax assessment from a Brazilian state tax authority for
Reais 14,764,761 (approximately $5,439,000 at June 30, 2002).  The tax
assessment is based on the premise that certain services provided in Brazilian
federal waters are considered taxable by certain Brazilian states as
transportation services and are subject to a state tax on gross receipts.  The
Company has filed a timely defense in the Brazilian administrative courts and is
currently under no obligation to pay the assessment unless and until such time
as all appropriate appeals are exhausted.

The Company intends to vigorously challenge the
imposition of this tax.  The Company further expects broader industry actions
against the tax.  If the Company's challenge to the imposition of this tax
proves unsuccessful, which Brazilian counsel and the Company believe is
improbable, current contract provisions could potentially mitigate the Company's
tax exposure.

4.       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,  in addition to taxes on equity
and net financial income, at a rate of 28%, which is the Norwegian statutory tax
rate.  Additionally, segment data includes intersegment revenues, receivables
and payables, and investments in consolidated subsidiaries (excluding equity in
earnings of consolidated subsidiaries).  The Company evaluates performance based
on net income (loss).  The U.S. segment represents the Company's domestic
operations and reflects interest expense on long-term debt associated with the
acquisitions of foreign subsidiaries.  The North Sea segment includes those
vessels that are managed by our North Sea offices and may, from time to time,
include work performed in other geographic areas.  The Other segment primarily
represents the Company's Brazilian operations. Segment data as of and for the
three-month and six-month periods ended June 30, 2002 and 2001 are as follows:

|Three Months Ended June 30, 2002 | U.S.           | North  Sea       | Other        | Totals        
|-------------------------------- | -------------- | ---------------- | ------------ | --------------
|                                 |                |                  |              |               
|Revenues from external customers | $       13,173 | $         17,486 | $      1,963 | $       32,622
|Intersegment revenues            | 32             | ---              | ---          | 32            
|Segment net income (loss)        | (14,477)       | 1,296            | (603)        | (13,784)      
|                                 |                |                  |              |               
|Three Months Ended June 30, 2001 | U.S.           | North  Sea       | Other        | Totals        
|Revenues from external customers | $       28,523 | $        19,097  | $     2,366  | $      49,986 
|Intersegment revenues            | 36             | ---              | ---          | 36            
|Segment net income (loss)        | 1,288          | 4,318            | (160)        | 5,466         
|                                 |                |                  |              |               
|Six Months Ended June 30, 2002   | U.S.           | North  Sea       | Other        | Totals        
|Revenues from external customers | $       26,502 | $        32,650  | $     5,578  | $     64,730  
|Intersegment revenues            | 68             | ---              | ---          | 68            
|Segment net income (loss)        | (20,635)       | 3,012            | (954)        | (18,577)      
|Segment total assets             | 560,890        | 434,367          | 59,450       | 1,054,707     
|                                 | -              | -                | -            | -             
|Six Months Ended June 30, 2001   | U.S.           | North  Sea       | Other        | Totals        
|Revenues from external customers | $      53,759  | $        34,219  | $     5,285  | $     93,263  
|Intersegment revenues            | 72             | ---              | ---          | 72            
|Segment net income (loss)        | 1,683          | 6,109            | (383)        | 7,409         
|Segment total assets             | 574,790        | 333,217          | 44,878       | 952,885       

A
reconciliation of segment data to consolidated data as of and for the
three-month and six-month periods ended June 30, 2002 and 2001 is as follows:

|                                                                                                              | Three Months Ended June 30,
|------------------------------------------------------------------------------------------------------------- | ---------------------------
|                                                                                                              | 2002                       
|Revenues                                                                                                      |                            
|Total revenues from external customers
    and intersegment revenues for 
           reportable
    segments. | $  32,654                  
|Elimination of intersegment
    revenues.                                                                     | (32)                       
|Total consolidated
    revenues                                                                               | $   32,622                 



|                                                                                                             | Six Months Ended June 30,
|------------------------------------------------------------------------------------------------------------ | -------------------------
|                                                                                                             | 2002                     
|Revenues                                                                                                     |                          
|Total revenues from external customers
    and intersegment revenues for
           reportable
    segments. | $   64,798               
|Elimination of intersegment
    revenues.                                                                    | (68)                     
|Total consolidated
    revenues                                                                              | $   64,730               



|Assets                                        |            |           
|--------------------------------------------- | ---------- | ----------
|Total assets for reportable
    segments..    | $1,054,707 | $ 952,885 
|Elimination of intersegment
    receivables   | (5,549)    | (8,208)   
|Elimination of investment in
    subsidiaries | (280,107)  | (281,178) 
|Total consolidated
    assets                 | $ 769,051  | $  663,499

5.    Senior Notes:

On May 31, 2002 the Company issued $250,000,000 of 87⁄8%
senior notes due 2012 (the "Notes"). The Notes were issued by Trico Marine
Services, Inc. and are guaranteed by Trico Marine Assets, Inc., Trico Marine
Operators, Inc., and certain future domestic subsidiaries, if applicable,
pursuant to the indenture for the 87⁄8% senior notes.  Interest is payable
semi-annually on May 15 and November 15, commencing November 15, 2002. Up to 35%
of the Notes may be redeemed at the Company's option at any time prior to May
15, 2005 at a redemption price equal to 108.875% of the principal amount plus
any accrued and unpaid interest and other costs if applicable, subject to
certain conditions.  Commencing May 15, 2007 all or a portion of the remaining
Notes may be redeemed at the Company's option at a price of 104.438% plus
accrued and unpaid interest and costs if applicable, with the redemption price
declining ratably beginning on May 15 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, issue preferred stock, pay
dividends or make other distributions, create certain liens, sell assets or
enter into certain mergers and acquisitions. The Company received proceeds of
$242,677,500 net of underwriting fees and original issue discount. On May 31,
2002 the
Company retired $201,175,000 of previously issued 81⁄2% senior notes due 2005 plus
accrued interest and premium for $213,714,908. On June 18, 2002 the Company
retired an additional $967,000 of previously issued 81⁄2% senior notes for
$1,006,983, including accrued interest and premium. The balance of the Note
proceeds were used to retire additional amounts of previously issued 81⁄2% senior
notes.  See Note 9 - Subsequent Events.

Consolidating financial statements of Trico Marine Services, Inc., the Note
guarantor subsidiaries and the non-guarantor subsidiaries are set forth in Note
8.

6.   Sale of Vessels:

In February 2002, the Company sold one of its crew boats
for $725,000 and recognized a gain in the first quarter of 2002 of approximately
$496,000 from the sale.  In March 2001, the Company entered into agreements to
sell two of its crew boats.  The sale of one of those crew boats was closed in
March 2001, and the sale of the other crew boat was closed in April 2001.  The
Company recognized a gain of approximately $568,000 in the first quarter of 2001
on the sale of the first crew boat and recognized a gain of approximately
$374,000 in the second quarter of 2001 on the sale of the second crew boat.  The
proceeds from all three sales were used for working capital.

In April 2002 the Company completed an agreement for a
sales-type lease of three of its line handling vessels and recognized a loss of $(102,945) on
the transaction.  The Company is to receive payments in accordance with the following schedule:

|2002  | $   292,000
|----- | -----------
|2003  | 438,000    
|2004  | 438,000    
|2005  | 146,000    
|Total | $1,314,000 

The discounted present value of the future sale-type
lease payments is $1,147,809.

7.   New Accounting Standards:

Effective January 1,
2002 the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations."  SFAS No. 141 supercedes Accounting Principles
Board ("APB") Opinion No. 16, "Business Combinations," and prohibits the use of
the pooling-of-interest (pooling) method of accounting for business combinations
initiated after the issuance date of SFAS No. 141.  The adoption of SFAS
No. 141 did not have a material impact on the Company's net income, cash flows
or financialcondition.

Effective January 1, 2002
the Company adopted Statement of Financial Accounting Standards SFAS No. 142,
"Goodwill and Other Intangible Assets."  SFAS No. 142 supercedes APB Opinion No.
17,  "Intangible Assets," by stating that goodwill will no longer be amortized,
but will be tested for impairment in a manner different from how other assets
are tested for impairment.  SFAS No. 142 establishes a new method of testing
goodwill for impairment by requiring that goodwill be separately tested for
impairment using a fair value approach rather than an undiscounted cash flow
approach.  Goodwill is now tested for impairment at a level referred to as a
reporting unit, generally a level lower than that of the total entity.  SFAS No.
142 requires entities to perform the first goodwill impairment test, by
comparing the fair value with the book value of a reporting unit, on all
reporting units within six months of adopting the Statement.
The Company determined fair value of its reporting
segments, and performed initial impairment testing as prescribed in SFAS 142,
based on commonly used financial ratios and analysis. The Company completed its
initial SFAS 142 impairment test as of January 1, 2002 and the analysis
determined that there was no goodwill impairment. The Company's fair value
analysis is based on reporting unit cash flow, comparable industry financial
ratios and other assumptions. While the Company believes its analysis is
reasonable, changes in industry conditions, geographic vessel demand, and other
variables possibly affecting reporting unit cash flows, comparable financial
ratios, and anticipated future performance could materially impact future SFAS
142 impairment analysis.  Goodwill of a
reporting unit shall be tested for impairment after the initial adoption of the
Statement on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount.

Since SFAS No. 142
was adopted at January 1, 2002, the Company no longer amortizes goodwill.
Amortization of goodwill for the three months and six months ended June 30, 2001
was $640,484 and $1,300,580, respectively.  Had the Company not amortized
goodwill for the three months and six months ended June 30, 2001, net income
would have been $6,086,083 and $8,708,563, respectively.  Had we not amortized
goodwill for the three month and six month periods ended June 30, 2001, basic
earnings per share would have been $0.17 and $0.24, respectively, and diluted
earnings per share would have been $0.17 and $0.24, respectively.

The Company's goodwill balance as of June 30, 2002 represented approximately 13%
of total Company assets and primarily relates to the December 1997 acquisition
of its Norwegian subsidiary Saevik Supply ASA.

In June 2001, the
Financial Accounting Standards Board issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" which requires companies to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred and a corresponding increase in the carrying amount of the related
asset.  SFAS No. 143 is effective for fiscal years beginning after June 15,
2002. The adoption of SFAS No. 143 will not have a material impact on the
Company's net income, cash flows or financial condition.

Effective January 1, 2002 the Company adopted SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS No.
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets.  The adoption of SFAS No. 144 did not have a material
impact on the Company's net income, cash flows or financial condition.

In May 2002, the Financial Accounting Standards Board
issued SFAS 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13,
and Technical Corrections as of April 2002."  This Statement rescinds FASB
Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and
an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt
Made to Satisfy Sinking-Fund Requirements."  SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions.  SFAS No.
145 is effective for financial statements issued for fiscal years beginning
after May 15, 2002.  SFAS No. 145 is not expected to affect our results of
operations, liquidity or financial position except for the reclassification of
extraordinary items for debt extinguishment.

In July 2002, the
FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities.  This Statement requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of costs
covered by this guidance include termination benefits provided to current
employees that are involuntarily terminated under the terms of a benefit
arrangement that, in substance, is not an ongoing benefit arrangement or an
individual deferred compensation contract, costs to terminate a contract that is
not a capital lease, and costs to consolidate facilities or relocate employees. 
The provisions of this Statement are effective for exit or disposal activities
that are initiated after December 31, 2002, with early application encouraged. 
The Company is currently evaluating SFAS 146 but does not expect it to have a
material impact on operations, liquidity or financial position at this time.

In June 2001, the Accounting Standards Executive
Committee of the AICPA issued an exposure draft of a proposed Statement of Position (SOP), "Accounting for
Certain Costs and Activities Related to Property, Plant, and Equipment."  This
SOP provides guidance on accounting for certain costs and activities relating to
property, plant, and equipment (PP&E).  For purposes of this SOP, a project
stage or timeline framework is used and PP&E assets are accounted for at a
component level.  Costs incurred for PP&E are classified into four stages:
preliminary, preacquisition, acquisition-or-construction and in-service.  The
SOP requires, among other things, that preliminary, preacquisition and
acquisition-or-construction stage costs, except for payments to obtain an option
to acquire PP&E, should be charged to expense as incurred.  Costs related to
PP&E that are incurred during the in-service stage, including costs of normal,
recurring, or periodic repairs and maintenance activities, should be charged to
expense as incurred unless the costs are incurred for acquisition of additional
PP&E or components of PP&E or the replacement of existing PP&E or components of
PP&E.  Costs of planned major maintenance activities are not a separate PP&E
asset or component.  Those costs should be charged to expense, except for
acquisitions or replacements of components that are capitalizable under the
in-service stage guidance of this SOP.  This SOP is anticipated to be effective
for financial statements for fiscal years beginning after June 15, 2002, with
earlier application encouraged.  This proposed SOP is subject to change. 
However, if this proposed SOP is adopted in its current form, the Company will
have to write-off its net capitalized deferred marine inspection costs, which
totaled $18,759,724 at June 30, 2002.  This write-off would be accounted for as
a cumulative effect of a change in accounting principle as of the beginning of
the year of adoption.  Further evaluation is required by the Company to
fully quantify the impact of this proposed pronouncement, if adopted.

8.       Consolidating Financial Statements of Guarantors of 87⁄8% Senior Notes:

The following presents the unaudited condensed
consolidating historical financial statements as of June 30, 2002, and for the
three-month periods ended June 30, 2002 and 2001, for the subsidiaries of the
Company that serve as guarantors of the 87⁄8% senior notes and for the Company's
subsidiaries that do not serve as guarantors.  The guarantor subsidiaries are
100% owned by the parent company and their guarantees are full and unconditional
and joint and several.

|                                               | TRICO MARINE SERVICES, INC.                        
|---------------------------------------------- | ---------------------------------------------------
|                                               | AND SUBSIDIARIES                                   
|                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         
|                                               | (Unaudited)                                        
|                                               |                                                    
|                                               | Note 8. Consolidating Financial Statements         
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|ASSETS                                         |                                                    
|Current assets:                                |                                                    
|                                               | Cash and cash equivalents                          
|                                               | Restricted Cash                                    
|                                               | Accounts receivable, net                           
|                                               | Due from affiliates                                
|                                               | Prepaid expenses and other current assets          
|                                               | Deferred income taxes                              
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|Property and equipment, at cost:               |                                                    
|                                               | Land and buildings                                 
|                                               | Marine vessels                                     
|                                               | Construction-in-progress                           
|                                               | Transportation and other                           
|                                               |                                                    
|                                               |                                                    
|Less accumulated depreciation and amortization | -                                                  
|                                               |                                                    
|                                               | Net property and equipment                         
|                                               |                                                    
|Investment in subsidiaries                     |                                                    
|Due from affiliates                            |                                                    
|Goodwill                                       |                                                    
|Other assets                                   |                                                    
|Deferred income tax                            |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                                    
|Current liabilities:                           |                                                    
|                                               | Current portion of long-term debt                  
|                                               | Accounts payable                                   
|                                               | Due to affiliates                                  
|                                               | Accrued expenses                                   
|                                               | Accrued insurance reserve                          
|                                               | Accrued interest                                   
|                                               | Income tax payable                                 
|                                               |                                                    
|                                               |                                                    
|Long-term debt                                 |                                                    
|Due to affiliates                              |                                                    
|Deferred income taxes                          |                                                    
|Other liabilities                              |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|Commitments and contingencies                  |                                                    
|Stockholders' equity:                          |                                                    
|                                               | Preferred stock, $.01 par value, 5,000,000 shares  
|                                               | authorized and no shares issued                    
|                                               | Common stock, $.01 par value, 55,000,000 shares    
|                                               | authorized, 36,334,367 shares issued and 36,262,335
|                                               | shares outstanding                                 
|                                               | Additional paid-in capital                         
|                                               | Retained earnings (accumulated deficit)            
|                                               | Cumulative foreign currency translation adjustment 
|                                               | Treasury stock, at par value, 72,032 shares        
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    
|                                               |                                                    



|TRICO MARINE SERVICES, INC.                   
|----------------------------------------------
|AND SUBSIDIARIES                              
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
|(Unaudited)                                   
|                                              
|Note 8. Consolidating Financial Statements    
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|ASSETS                                        
|Current assets:                               
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Property and equipment, at cost:              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Less accumulated depreciation and amortization
|                                              
|                                              
|                                              
|Investment in subsidiaries                    
|Due from affiliates                           
|Goodwill, net                                 
|Other assets                                  
|Deferred income taxes                         
|                                              
|                                              
|                                              
|LIABILITIES AND STOCKHOLDERS' EQUITY          
|Current liabilities:                          
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Long-term debt                                
|Due to affiliates                             
|Deferred income taxes                         
|Other liabilities                             
|                                              
|                                              
|                                              
|Commitments and contingencies                 
|Stockholders' equity:                         
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              



|TRICO MARINE SERVICES, INC.                    
|-----------------------------------------------
|AND SUBSIDIARIES                               
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|(Unaudited)                                    
|                                               
|Note 8. Consolidating Financial Statements     
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Revenues:                                      
|                                               
|                                               
|                                               
|                                               
|                                               
|Operating expenses:                            
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Operating income (loss)                        
|                                               
|                                               
|Interest expense                               
|Amortization of deferred financing costs       
|Equity in net earnings of subsidiaries         
|Other income (loss), net                       
|                                               
|Loss before income taxes and extraordinary item
|                                               
|Income tax expense (benefit)                   
|                                               
|Income (loss) before extraordinary item        
|                                               
|Extraordinary charge for early retirement of   
|                                               
|                                               
|Net income (loss)                              
|                                               
|Equity in comprehensive income of subsidiary   
|                                               
|Other comprehensive income, net of tax:        
|                                               
|                                               
|Comprehensive income (loss)                    
|                                               



|TRICO MARINE SERVICES, INC.                    
|-----------------------------------------------
|AND SUBSIDIARIES                               
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|(Unaudited)                                    
|                                               
|Note 8. Consolidating Financial Statements     
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Revenues:                                      
|                                               
|                                               
|                                               
|                                               
|                                               
|Operating expenses:                            
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Operating income (loss)                        
|                                               
|Interest expense                               
|Amortization of deferred financing costs       
|Equity in net earnings of subsidiaries         
|Other income (loss), net                       
|                                               
|Loss before income taxes and extraordinary item
|                                               
|Income tax expense (benefit)                   
|                                               
|Income (loss) before extraordinary item        
|                                               
|Extraordinary charge for early retirement of   
|                                               
|                                               
|Net income (loss)                              
|                                               
|Equity in comprehensive income of subsidiary   
|                                               
|Other comprehensive income, net of tax:        
|                                               
|                                               
|Comprehensive income (loss)                    
|                                               



|TRICO MARINE SERVICES, INC.                   
|----------------------------------------------
|AND SUBSIDIARIES                              
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
|(Unaudited)                                   
|                                              
|Note 8. Consolidating Financial Statements    
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Revenues:                                     
|                                              
|                                              
|                                              
|                                              
|                                              
|Operating expenses:                           
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Operating income (loss)                       
|                                              
|Interest expense                              
|Amortization of deferred financing costs      
|Equity in net earnings of subsidiaries        
|Other income (loss), net                      
|                                              
|Income before income taxes                    
|                                              
|Income tax expense (benefit)                  
|                                              
|Net income                                    
|                                              
|Equity in comprehensive loss of subsidiary    
|                                              
|Other comprehensive income (loss), net of tax:
|                                              
|                                              
|Comprehensive income (loss)                   
|                                              



|TRICO MARINE SERVICES, INC.                   
|----------------------------------------------
|AND SUBSIDIARIES                              
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
|(Unaudited)                                   
|                                              
|Note 8. Consolidating Financial Statements    
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Revenues:                                     
|                                              
|                                              
|                                              
|                                              
|                                              
|Operating expenses:                           
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Operating income (loss)                       
|                                              
|Interest expense                              
|Amortization of deferred financing costs      
|Equity in net earnings of subsidiaries        
|Other income (loss), net                      
|                                              
|Income before income taxes                    
|                                              
|Income tax expense (benefit)                  
|                                              
|Net income                                    
|                                              
|Equity in comprehensive loss of subsidiary    
|                                              
|Other comprehensive income (loss), net of tax:
|                                              
|                                              
|Comprehensive income (loss)                   
|                                              



|TRICO MARINE SERVICES, INC.                                                                          
|-----------------------------------------------------------------------------------------------------
|AND SUBSIDIARIES                                                                                     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                           
|(Unaudited)                                                                                          
|                                                                                                     
|Note 8. Consolidating Financial Statements                                                           
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Net income (loss)                                                                                    
|                                                                                                     
|Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Cash flows from investing activities:                                                                
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Cash flows from financing activities:                                                                
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Effect of exchange rates on cash and cash                                                            
|                                                                                                     
|                                                                                                     
|Net increase (decrease) in cash and cash equivalents                                                 
|                                                                                                     
|Cash and cash equivalents at beginning of period                                                     
|                                                                                                     
|Cash and cash equivalents at end of period                                                           
|                                                                                                     



|TRICO MARINE SERVICES, INC.                                                                          
|-----------------------------------------------------------------------------------------------------
|AND SUBSIDIARIES                                                                                     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                           
|(Unaudited)                                                                                          
|                                                                                                     
|Note 8. Consolidating Financial Statements                                                           
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Net income (loss)                                                                                    
|                                                                                                     
|Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Cash flows from investing activities:                                                                
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Cash flows from financing activities:                                                                
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Effect of exchange rates on cash and cash                                                            
|                                                                                                     
|                                                                                                     
|Net increase  in cash and cash equivalents                                                           
|                                                                                                     
|Cash and cash equivalents at beginning of period                                                     
|                                                                                                     
|Cash and cash equivalents at end of period                                                           
|                                                                                                     

9.       Subsequent Events:

On July 1, 2002 a redemption notice was sent to all
remaining note holders of the previously issued 81⁄2% senior notes due 2005.  On
August 1, 2002 all of the remaining $45,718,000 in previously issued 81⁄2% senior
notes were tendered and retired by the Company for $48,956,663, including
accrued interest and premium.

On August 5, the Company
filed with the SEC a registration statement on Form S-4 to register an exchange
offering of the Company's 87⁄8% senior notes due 2012 in the aggregate principal
amount of $250,000,000, which will be offered in exchange for the same amount of
the Company's outstanding unregistered 87⁄8% senior notes sold May 31, 2002
pursuant to Rule 144A under the Securities Act of 1933.

# ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND 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 second quarter and six months ended June
30, 2002 were $32.6 million and $64.7 million, respectively, compared to $50.0
million and $93.2 million in revenues for the second quarter and first six
months of 2001, respectively.  Beginning in the third quarter of 2001, and
continuing through the second quarter of 2002, we experienced decreased
utilization and day rates for our Gulf fleet due to decreased offshore drilling activity. The table below
sets forth by vessel class, the average day rates and utilization for our
vessels and the average number of vessels owned during the periods indicated.

Three months ended June 30,                         Six months ended
June 30,

|                                    | 2002     | 2001     |  | 2002    | 2001   
|----------------------------------- | -------- | -------- |  | ------- | -------
|Average Day Rates:                  |          |          |  |         |        
|Supply                              | $  5,839 | $  7,269 |  | $ 5,948 | $ 6,956
|Supply/Anchor Handling
    (N. Sea) | 11,443   | 11,947   |  | 10,958  | 11,207 
|Crew/Line Handling                  | 2,634    | 2,730    |  | 2,684   | 2,727  
|                                    |          |          |  |         |        
|Utilization:                        |          |          |  |         |        
|Supply                              | 49%      | 75%      |  | 51%     | 74%    
|Supply/Anchor Handling
    (N. Sea) | 93%      | 97%      |  | 91%     | 93%    
|Crew/Line Handling                  | 68%      | 80%      |  | 67%     | 85%    
|                                    |          |          |  |         |        
|Average Number of
    Vessels:      |          |          |  |         |        
|Supply                              | 48.0     | 54.0     |  | 48.0    | 54.0   
|Supply/Anchor Handling
    (N. Sea) | 18.3     | 18.0     |  | 18.1    | 18.0   
|Crew/Line Handling                  | 17.0     | 20.0     |  | 18.2    | 20.9   

Supply boat day rates in the
Gulf for the second quarter and first six months of 2002 decreased 19.7% to
$5,839 and 14.5% to $5,948, respectively, compared to $7,269 and $6,956 for the
second quarter and first six months of 2001, respectively.  Utilization for the
Gulf supply boat fleet decreased for the second quarter and six-month period to
49% and 51%, respectively, compared to 75% and 74% for the year-ago periods, due
to the decrease in Gulf offshore drilling activity.

Average day rates for our
North Sea vessels for the second quarter and first six months of 2002 decreased
4.2% to $11,443 and 2.2% to $10,958, respectively, compared to $11,947 and
$11,207 for the comparable 2001 periods.  Utilization of our North Sea vessels
was 93% and 91% for the second quarter and first six months of 2002,
respectively, compared to 97% and 93% for the year-ago periods.

Day rates for our crew boats
and line handling vessels for the second quarter and first six months of 2002
decreased 3.5% to $2,634 and 1.6% to $2,684, respectively, compared to $2,730
and $2,727 for the comparable 2001 periods.  Utilization of our crew boats and
line handling vessels was 68% and 67% for the second quarter and first six
months of 2002, respectively, compared to 80% and 85% for the comparable periods
of 2001, because of the decrease in utilization of crew boats in the Gulf.

During the second quarter
and first six months of 2002, direct vessel operating expenses and other were
$20.8 million (63.7% of revenues) and $40.1 million (62.0% of revenues),
respectively, compared to $21.2 million (42.4% of revenues) and $40.5 million
(43.5% of revenues), for the second quarter and first six months of 2001.  The
decrease is due to lower Gulf fleet labor, repair and maintenance costs associated with
the decrease in vessel utilization.  The decrease in expenses was partially
offset by mobilization costs and other expenses related to the relocation of
three vessels to West Africa, the delivery of a new vessel in June 2002 and the
decline of the U.S. dollar versus the Norwegian Kroner.  Vessel operating
expenses increased as a percentage of revenue in the 2002 second quarter
compared to the prior year quarter because of the decrease in the utilization
and average day rates for our Gulf fleet.

Depreciation and amortization expense decreased to $7.8 million and $15.2
million for the second quarter and first six months of 2002, respectively, down
from $8.2 million and $16.5 million for the year-ago periods, as a result of the
implementation of SFAS No. 142 in January 2002, which requires that we no longer
amortize goodwill, and the writedown of
eight vessels in the third quarter of 2001.  Six of these vessels had been
deactivated or "cold stacked" for an extended period and were permanently
withdrawn from service.  These vessels were part of larger fleet acquisitions
completed in 1996 and 1997 and had not undergone upgrade and refurbishment like
the rest of our Gulf supply boat fleet.  Amortization of marine inspection costs
decreased to $2.6 million and $5.3 million for the quarter and six month period
ended June 30, 2002, respectively, from $3.4 million and $6.6 million in the
comparable 2001 periods.  The 2002 decrease reflects a reduction in dry
docking and marine inspection costs and completed amortization of prior year dry
docking and marine inspection costs.

General and administrative expenses increased to $3.7
million (11.3% of revenues) and $7.2 million (11.1% of revenues) in the second
quarter and first six months of 2002, respectively, from $3.2 million (6.4% of
revenues) and $6.3 million (6.8% of revenues) for the 2001 periods.  General and
administrative expenses increased in 2002 due to increases in insurance,
professional fees, travel, and other expenses related to the expansion of
international activities.  General and administrative expenses increased as a
percentage of revenue due to the decrease in the utilization and day rates for
our Gulf fleet.

Interest expense at $6.8 million for the second quarter
of 2002 was comparable to the $6.6 million in interest expense for the second
quarter of 2001.  The slight increase in interest expense in the second quarter
of 2002 is due to borrowings in June 2002 to fund the final installment of the
first of two new vessels to be delivered in Norway.

For the three month and six month periods ended June 30,
2002 the Company experienced losses on foreign exchange of $1,754,218 and
$2,435,550, respectively.  This compares to a gain on foreign exchange of
$55,544 and a loss on foreign exchange of $1,911 for the comparable periods
ended June 30, 2001.  The 2002 loss on foreign exchange is primarily due to the
significant weakening of the U.S. dollar against the Norwegian Kroner that
occurred during the second quarter of 2002.

In the second quarter and first six months of 2002, we
had income tax benefits of $3.5 million and $6.0 million, respectively, compared
to income tax expense of $2.4 million and $3.4 million for the 2001 comparable
periods.  Our effective income tax rate for the three-month period ended June
30, 2002 was 31.0%.  The variance from our statutory rate is due to income
contributed by our Norwegian operations, for which deferred income taxes are
provided at the Norwegian statutory rate of 28%, due to our intent to
permanently reinvest the unremitted earnings and postpone their repatriation
indefinitely.

## LIQUIDITY AND CAPITAL RESOURCES

Our on-going capital requirements arise primarily from
our need to service debt and acquire, maintain or improve equipment.  During the
six month period ended June 30, 2002, $7.0 million in funds were used in
operating activities, net of $4.3 million of dry-docking and vessel inspection
costs, compared to $22.2 million in funds provided by operating activities, net
of $6.1 million of dry-docking and vessel inspection costs, for the comparable
period in 2001. This decrease in cash generated by operating activities is due
to the decrease in revenues resulting primarily from the decrease in the
utilization and average day rates for our U.S. Gulf fleet. During the first six
months of 2002, $33.7 million were used in investing activities, primarily due
to $34.9 million of capital expenditures, offset in part by $1.9 million from
the sale of three line handling vessels and one crew boat. This compares to the
first six months of the prior year when we used $5.7 million in investing
activities due to $7.0 million of capital expenditures, partially offset by the
proceeds from the sale of two crew boats for $1.8 million.  During the first six
months of 2002, $56.5 million of funds were provided by financing activities as
a result of the issuance of long-term debt of $279.0 million which was used for
the repayment of long-term debt of $216.4 million, and the payment of debt
issuance costs of $5.8 million. This compares to $6.6 million in funds used in
financing activities in the first six months of 2001 primarily for the reduction
of debt.

The issuance of long-term debt of $279.0 million
consisted principally of the issuance of $250 million of new 87⁄8 senior notes due
2012. We used the proceeds from the new notes to redeem, via a tender offer,
$202.1 million of the 81⁄2 % senior notes due 2005 as of June 30, 2002.  The
remaining net proceeds from the new 87⁄8% senior notes, after debt issuance costs,
and the payment of accrued interest totaled $28.0 million.  Subsequent to June
30, 2002, this amount and $21.5 million of borrowings under our $45 million
credit facility, were used to redeem the $45.7 million balance of the 81⁄2 % notes
on August 1, 2002, and to pay accrued interest and the associated call
premium. See Note 9 of the unaudited consolidated financial statements.

As of August 7, 2002, after repayment of all the 81⁄2%
senior notes due 2005, we currently have outstanding $250.0 million in 87⁄8%
senior notes due 2012.  The senior notes are unsecured and are required to be
guaranteed by Trico Marine Assets, Inc., Trico Marine Operators, Inc., and
certain future domestic subsidiaries, if applicable, pursuant to the indenture
for the 87⁄8% senior notes.  Up to 35% of the Notes may be redeemed at any time
prior to May 15, 2005 at the Company's option at a redemption price equal to
108.875% of the principal amount plus any accrued and unpaid interest and other
costs if applicable, subject to certain conditions.  Commencing on May 15, 2007,
the senior notes may be prepaid, at our option, in whole or in part, at a
redemption price equal to 104.438% plus accrued and unpaid interest, with the
redemption price declining ratably on each May 15 thereafter for each of the
succeeding three years.  The indenture governing the senior notes contains
certain covenants that, among other things, prevent us from incurring additional
debt, paying dividends or making other distributions, unless our ratio of cash
flow to interest expense is at least 2.0 to 1, except that we may incur
additional debt under our credit facility up to a maximum aggregate amount of
$150.0 million.  The indenture also contains covenants that restrict our ability
to create certain liens, sell assets, or enter into certain mergers or
acquisitions.

We currently have outstanding approximately $5.6 million
of eight year United States Government Guaranteed Ship Financing Bonds, SWATH
Series I, at an interest rate of 6.08% per annum.  These bonds were issued in
April 1998, in principal amount of $10.0 million and are due in 16 semi-annual
installments of principal and interest.  The bonds are secured by a first
preferred ship mortgage on the Company's SWATH vessel and by an assignment of
the charter contract that the vessel commenced upon its completion.

We also have outstanding approximately $15.1 million of
15 year United States Government Guaranteed Ship Financing Bonds at an interest
rate of 6.11% per annum.  These bonds were issued in April 1999, in the
original principal
amount of $18.9 million and are due in 30 semi-annual installments of principal
and interest. The bonds are secured by first preferred ship mortgages on two
large Gulf supply boats.

We maintain two primary bank credit facilities. One bank
credit facility provides a $45.0 million revolving line of credit that can be
used for acquisitions and general corporate purposes.  The bank credit facility
is collateralized by a mortgage on substantially all of our vessels other than
those located in the North Sea and Brazil.  Amounts borrowed under the bank
credit facility mature on June 30, 2003 and bear interest at a Eurocurrency rate
plus a margin that depends on our leverage ratio.  As of August 7, 2002, we had
$21.5 million in outstanding borrowings and $2.4 million in outstanding stand-by
letters of credit under the bank credit facility. The stand-by letters of credit
are used to secure temporary import bonds as required to import vessels into
certain foreign locations.  The bank credit facility requires us to maintain
certain debt service coverage and leverage ratios, minimum tangible net worth
and mortgaged vessel values, and limits our ability to incur additional
indebtedness, make capital expenditures, pay dividends or make certain other
distributions, create certain liens, sell assets or enter into certain mergers
or acquisitions. Although the bank credit facility does impose some limitations
on the ability of our subsidiaries to make distributions to us, it expressly
permits distributions to us by our significant subsidiaries for scheduled
principal and interest payments on the senior notes.

Based on the current
utilization and day rates for our Gulf vessels, we may experience difficulty
complying with the consolidated leverage ratio covenant in our $45 million bank
credit facility as of September 30, 2002.  This is due to the decrease in
revenues resulting primarily from decreased utilization and average
day rates for our Gulf fleet during the first six months of 2002 and
the borrowings under the Norwegian Kroner
credit facility to fund the two new platform supply vessels ("PSVs"), prior to
seeing the full benefit of the resulting cash flow from these vessels.  The
decline in the value of the U.S. dollar versus the Norwegian Kroner also added
to our debt when the Norwegian Kroner borrowings are translated to U.S.
dollars.  We do not expect to borrow any additional amounts under the $45
million facility to fund our operations during this period. We have discussed
this covenant with our bank lenders and we expect to revise the covenant during
the third quarter of 2002 and extend the maturity of the credit facility beyond
June 2003.  While we have historically been able to revise the financial
covenants in our bank credit facilities in response to changing industry
conditions, we cannot give assurances this covenant will be revised. If we
experience difficulty in complying with this covenant and are unable to revise
it, we would have to refinance this credit facility or we would be in default.

We also maintain a revolving credit facility payable in
Norwegian Kroner (NOK) in the amount of NOK 800 million ($106.3 million).  The
commitment amount for this bank facility reduces by NOK 40 million ($5.3 
million) every six months, beginning March 2003, with the NOK 280 million ($37.2
million) balance of the commitment to expire in September 30, 2009.  As of
August 7, 2002, we had NOK 460 million ($59.7 million) of debt outstanding under
the new facility.  We also have a term loan in the amount of NOK 52.5 million
($6.8 million). The commitment amount for this loan is reduced by NOK 12.5
million ($1.6 million) every six months with the balance of the commitment to
expire June 2003.  As of August 7, 2002, several principal payments required by
this loan had been prepaid; therefore, the entire balance of this loan is not
due until maturity in June 2003.  Amounts borrowed under these credit facilities
bear interest at NIBOR (Norwegian Interbank Offered Rate) plus a margin.  The
weighted average interest rate for these facilities was 8.05% as of June 30,
2002. These facilities are collateralized by mortgages on certain of our North
Sea vessels. These credit facilities contain covenants that require that our
North Sea operating unit maintain certain financial ratios and limits its
ability to create liens, or merge or consolidate with other
entities.

In June 2001 we signed definitive agreements to acquire
two state-of-the-art 279-foot PSVs for a cost of approximately NOK 390.7 million
($51.9 million at June 30, 2002 exchange rates). The first  of two UT 745 design vessels, equipped with DP2
(dynamic positioning) was delivered in June 2002, and began a three year
contract.  The second vessel is currently under construction in Norway and is
slated for delivery in October 2002. Payment terms for each of the vessels call
for payments equal to 20% during construction and 80% upon delivery.  In June
2002 we paid NOK 156.7 million ($20.8 million at June 30, 2002 exchange rates) as the final installment on the
first vessel.  Also in the second quarter of 2001, we executed agreements to
build three 155-foot crew boats in the U.S. Gulf for a total cost of
approximately $10.9 million with vessel deliveries expected during the fourth
quarter of 2002 and the first quarter of 2003. Payment terms on the new crew
boats call for progress payments throughout the construction period. As of June
30, 2002, we had paid approximately $10.3 million of the construction costs for
the four remaining vessels under construction.  Additional expenditures for
these vessels are expected to total approximately $27.3 million (at June 30,
2002 exchange rates) during the
balance of 2002, including subsequent changes and modifications to the original
contracts and other capitalized costs. We expect to fund these expenditures with
borrowings under our Norwegian revolving credit facility and available working
capital.

The following table summarizes, as of August 7, 2002, our
contractual commitments related to debt, leases and other arrangements during
the next five years (in thousands).

|Description         | 2002      | 2003     | 2004      | 2005      | 2006      | Thereafter
|------------------- | --------- | -------- | --------- | --------- | --------- | ----------
|Long Term Debt      | $   4,820 | $ 28,019 | $   2,508 | $   2,508 | $   2,508 | $ 319,085 
|Operating Leases    | 138       | 150      | 115       | 29        | --        | --        
|Vessel Construction | 26,775    | 729      | --        | --        | --        | --        
|Total               | $ 31,733  | $ 28,898 | $   2,623 | $   2,537 | $   2,508 | $ 319,085 

We believe that cash on hand and cash generated from our
operations, together with borrowings under our bank credit facilities, will be
sufficient to fund our working capital requirements and our planned capital
expenditures. However, our cash generated from operations is dependent upon the
day rates and utilization for our vessels, which in turn are affected by oil and
gas prices and the expenditures for oil and gas exploration, development and
production in the markets where we operate.  A prolonged decline in offshore
industry activity would affect our cash generated from operations, and may also
affect our ability to meet certain financial ratios that are required under our
bank credit facilities, which could result in a reduction in our borrowing
capability. We intend to continue to position ourselves to pursue acquisitions
and to selectively build new vessels that enhance our capabilities and enable us
to enter new market areas. Depending upon the size of those investments, we also
may require additional equity or debt financing. We can give no assurances
regarding the availability or terms of any possible transactions and the related
debt and equity financing.

## NEW ACCOUNTING STANDARDS

Effective January 1,
2002 the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations."  SFAS No. 141 supercedes Accounting Principles
Board ("APB") Opinion No. 16, "Business Combinations," and prohibits the use of
the pooling-of-interest (pooling) method of accounting for business combinations
initiated after the issuance date of SFAS No. 141.  The adoption of SFAS
No. 141 did not have a material impact on the Company's net income, cash flows
or financialcondition.

Effective January 1, 2002
the Company adopted Statement of Financial Accounting Standards SFAS No. 142,
"Goodwill and Other Intangible Assets."  SFAS No. 142 supercedes APB Opinion No.
17,  "Intangible Assets," by stating that goodwill will no longer be amortized,
but will be tested for impairment in a manner different from how other assets
are tested for impairment.  SFAS No. 142 establishes a new method of testing
goodwill for impairment by requiring that goodwill be separately tested for
impairment using a fair value approach rather than an undiscounted cash flow
approach.  Goodwill is now tested for impairment at a level referred to as a
reporting unit, generally a level lower than that of the total entity.  SFAS No.
142 requires entities to perform the first goodwill impairment test, by
comparing the fair value with the book value of a reporting unit, on all
reporting units within six months of adopting the Statement.
The Company determined fair value of its reporting
segments, and performed initial impairment testing as prescribed in SFAS 142,
based on commonly used financial ratios and analysis. The Company completed its
initial SFAS 142 impairment test as of January 1, 2002 and the analysis
determined that there was no goodwill impairment. The Company's fair value
analysis is based on reporting unit cash flow, comparable industry financial
ratios and other assumptions. While the Company believes its analysis is
reasonable, changes in industry conditions, geographic vessel demand, and other
variables possibly affecting reporting unit cash flows, comparable financial
ratios, and anticipated future performance could materially impact future SFAS
142 impairment analysis.  Goodwill of a
reporting unit shall be tested for impairment after the initial adoption of the
Statement on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount.

Since SFAS No. 142
was adopted at January 1, 2002, the Company no longer amortizes goodwill.
Amortization of goodwill for the three months and six months ended June 30, 2001
was $640,484 and $1,300,580, respectively.  Had the Company not amortized
goodwill for the three months and six months ended June 30, 2001, net income
would have been $6,086,083 and $8,708,563, respectively.  Had we not amortized
goodwill for the three month and six month periods ended June 30, 2001 basic
earnings per share would have been $0.17 and $0.24, respectively, and diluted
earnings per share would have been $0.17 and $0.24, respectively.

The Company's goodwill balance as of June 30, 2002 represented approximately 13%
of total Company assets and primarily relates to the December 1997 acquisition
of its Norwegian subsidiary Saevik Supply ASA.

In June 2001, the
Financial Accounting Standards Board issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" which requires companies to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred and a corresponding increase in the carrying amount of the related
asset.  SFAS No. 143 is effective for fiscal years beginning after June 15,
2002. The adoption of SFAS No. 143 will not have a material impact on the
Company's net income, cash flows or financial condition.

Effective January 1, 2002 the Company adopted SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS No.
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets.  The adoption of SFAS No. 144 did not have a material
impact on the Company's net income, cash flows or financial condition.

In May 2002, the Financial Accounting Standards Board
issued SFAS 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13,
and Technical Corrections as of April 2002."  This Statement rescinds FASB
Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and
an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt
Made to Satisfy Sinking-Fund Requirements."  SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions.  SFAS No.
145 is effective for financial statements issued for fiscal years beginning
after May 15, 2002.  SFAS No. 145 is not expected to affect our results of
operations, liquidity or financial position except for the reclassification of
extraordinary items for debt extinguishment.

In July 2002, the
FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities.  This Statement requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability is incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of costs
covered by this guidance include termination benefits provided to current
employees that are involuntarily terminated under the terms of a benefit
arrangement that, in substance, is not an ongoing benefit arrangement or an
individual deferred compensation contract, costs to terminate a contract that is
not a capital lease, and costs to consolidate facilities or relocate employees. 
The provisions of this Statement are effective for exit or disposal activities
that are initiated after December 31, 2002, with early application encouraged. 
The Company is currently evaluating SFAS 146 but does not expect it to have a
material impact on operations, liquidity or financial position at this time.

In June 2001, the Accounting Standards Executive
Committee of the AICPA issued an exposure draft of a proposed Statement of Position (SOP), "Accounting for
Certain Costs and Activities Related to Property, Plant, and Equipment."  This
SOP provides guidance on accounting for certain costs and activities relating to
property, plant, and equipment (PP&E).  For purposes of this SOP, a project
stage or timeline framework is used and PP&E assets are accounted for at a
component level.  Costs incurred for PP&E are classified into four stages:
preliminary, preacquisition, acquisition-or-construction and in-service.  The
SOP requires, among other things, that preliminary, preacquisition and
acquisition-or-construction stage costs, except for payments to obtain an option
to acquire PP&E, should be charged to expense as incurred.  Costs related to
PP&E that are incurred during the in-service stage, including costs of normal,
recurring, or periodic repairs and maintenance activities, should be charged to
expense as incurred unless the costs are incurred for acquisition of additional
PP&E or components of PP&E or the replacement of existing PP&E or components of
PP&E.  Costs of planned major maintenance activities are not a separate PP&E
asset or component.  Those costs should be charged to expense, except for
acquisitions or replacements of components that are capitalizable under the
in-service stage guidance of this SOP.  This SOP is anticipated to be effective
for financial statements for fiscal years beginning after June 15, 2002, with
earlier application encouraged.  This proposed SOP is subject to change. 
However, if this proposed SOP is adopted in its current form, the Company will
have to write-off its net capitalized deferred marine inspection costs, which
totaled $18,759,724 at June 30, 2002.  This write-off would be accounted for as
a cumulative effect of a change in accounting principle as of the beginning of
the year of adoption.  Further evaluation is required by the Company to fully
quantify the impact of this proposed pronouncement, if adopted.

## 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 dry-dockings
and related vessel downtime, and other plans and objectives of management of the
Company for future operations and activities, are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company's management in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes are appropriate under the circumstances.  Such statements are subject
to risks and uncertainties, including the Company's dependence on the oil and
gas industry and the volatility of that industry, the Company's ability to
manage growth, competition in its industry, the risk of international operations
and currency fluctuations, general economic and business conditions, the
business opportunities that may be presented to and pursued by the Company,
changes in law or regulations and other factors, many of which are beyond the
control of the Company.  Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.  Such
statements are not guarantees of future performance and the actual results or
developments may differ materially from those projected in the forward-looking
statements.

# ITEM 3.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Our market risk exposures primarily include interest rate and exchange rate
fluctuations on derivative and financial instruments as detailed below.  Our
market risk sensitive instruments are classified as "other than trading." 
Trico's exposure to market risk as discussed below is based on estimates of
possible changes in fair values, future earnings or cash flows that would occur
assuming hypothetical future movements in foreign currency exchange rates or
interest rates.  Our views on market risk are not necessarily indicative of
actual results that may occur and do not represent the maximum possible gains
and losses that may occur, since actual gains and losses will be based upon
actual fluctuations in foreign currency exchange rates, interest rates and the
timing of transactions, which will differ from those estimated.

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

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

Our market risk estimates have not changed materially from those disclosed in
our 2001 Form 10-K, incorporated herein by reference.



# PART II.    OTHER INFORMATIONITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

|(a) | The Annual Meeting of
    Stockholders of the Company was held on June 13, 2002 (the "Annual
    Meeting").                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | At the Annual Meeting,
    Thomas E. Fairley and Benjamin F. Bailarwere
    re-elected to serve until the annual meeting of stockholders for the year
    2005. In addition to the directors elected at the Annual Meeting, the terms
    of H.K. Acord, James C. Comis III, Edward C. Hutchseon, Jr., Ronald O.
    Palmer, and Robert N. Sheehy, Jr. continued after the Annual Meeting.
|(c) | At the Annual Meeting,
    holders of shares of the Company's Common Stock elected two directors with
    the number of votes cast for and withheld for such nominees as follows:                                                                                                                                                                                                         

Name
      For
      WithheldThomas E. Fairley
      25,187,430
      7,662,846Benjamin F. Bailar
      29,807,657
      3,042,619


With respect to the
election of the directors, there were no abstentions and non-votes totaled
3,404,059.

At the Annual Meeting, the
stockholders voted on and did not approve a stockholder proposal requesting the
Company's board of directors to take the necessary steps to declassify the Board
for the purpose of director elections, whereby all directors would be elected
annually. The proposal failed to receive the favorable vote of a majority of all
of the outstanding shares of the Company's Common Stock, or 18,127,168 shares,
required for approval. Of the 36,254,335 shares eligible to vote at the meeting,
holders of 18,124,869 shares voted against the proposal and holders of
9,823,029 shares voted in favor of it.  Holders of 60,160 shares
abstained from voting on the proposal. Non-votes with respect to the proposal
totaled 4,842,218 shares.



# ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

3.1      Amended and Restated
Certificate of Incorporation of the Company.1

3.2       By Laws of the Company.1

4.1       Specimen Common Stock Certificate.2

12.1       Computation of Ratio of Earnings to Fixed Charges.

(b)     Reports on Form 8-K:

On April 29, 2002, we filed a report on Form 8-K,
reporting under Item 7, announcing earnings for the quarter ended March 31,
2002. 
On May 17, 2002, we filed a report on Form 8-K,
reporting under Item 5, announcing the commencement of a cash tender offer to
purchase our then existing 81⁄2% senior notes due 2005 and the terms of the tender
offer.  
On May 23, 2002, we filed a report on Form 8-K,
announcing the pricing of $250.0 million aggregate principal amount of our 87⁄8%
senior notes due 2012 and entry into a purchase agreement to sell the $250.0
million of our 87⁄8% senior notes due 2012 to
Lehman Brothers Inc. and Bear, Stearns & Co.



|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, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.



TRICO MARINE SERVICES, INC.



Date: August 14
2002                                   By: 
/s/   KIM E. STANTON
                                                                          
Kim E. Stanton
                                                                           Chief Accounting Officer and duly authorized officer



|TRICO MARINE SERVICES, INC.                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 12.1                                                                                                                  
|                                                                                                                              
|COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                                                                             
|                                                                                                                              
|(In thousands, except ratios)                                                                                                 
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Net income (loss)                                                                                                             
|                                                                                                                              
|Amortization of capitalized interest                                                                                          
|                                                                                                                              
|Extraordinary item, net of taxes                                                                                              
|                                                                                                                              
|Income tax expense (benefit)                                                                                                  
|                                                                                                                              
|                                                                                                                              
|Earnings (loss) from continuing operations                                                                                    
|before income taxes                                                                                                           
|                                                                                                                              
|                                                                                                                              
|Fixed charges                                                                                                                 
|                                                                                                                              
|Interest on long-term debt expensed                                                                                           
|                                                                                                                              
|Interest on long-term debt capitalized                                                                                        
|                                                                                                                              
|Amortization of deferred                                                                                                      
|financing costs                                                                                                               
|                                                                                                                              
|Estimated portion of rental expense                                                                                           
|attributable to interest                                                                                                      
|                                                                                                                              
|Total fixed charges                                                                                                           
|                                                                                                                              
|                                                                                                                              
|Earnings (loss) from continuing operations                                                                                    
|before income taxes and fixed charges,                                                                                        
|except capitalized interest                                                                                                   
|                                                                                                                              
|                                                                                                                              
|Ratio of earnings to fixed charges                                                                                            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|(1) Earnings were insufficient to cover fixed charges, and
    fixed charges exceeded earnings by approximately $48.6 million.
|                                                                                                                              
|(2) Earnings were insufficient to cover fixed charges, and
    fixed charges exceeded earnings by approximately $18.8 million.
|                                                                                                                              
|(3) Earnings were insufficient to cover fixed charges, and
    fixed charges exceeded earnings by approximately $10.4 million.
|                                                                                                                              
|(4) Earnings were insufficient to cover fixed charges, and
    fixed charges exceeded earnings by approximately $18.8 million.