SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          Form 10-K/A

(Mark One)
[X]  Annual  report  pursuant  to Section  13  or  15(d)  of  the
     Securities  Exchange Act of 1934 for the fiscal  year  ended
     December 31, 1996
     Transition  report pursuant to Section 13 or  15(d)  of  the
     Securities Exchange Act of 1934

                 Commission File Number 0-28316

                  Trico Marine Services, Inc.
     (Exact name of registrant as specified in its charter)

           Delaware                          72-1252405
(State or other jurisdiction of   (I.R.S.  Employer Identification No.)
incorporation or organization)   
                                   
   250 North American Court                   70363
       Houma, Louisiana                     (Zip Code)
(Address of principal executive
offices)

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

  Securities registered pursuant to Section 12(b) of the Act:

                              None

  Securities registered pursuant to Section 12(g) of the Act:

            Common Stock, $0.01 par value per share
                Preferred Stock Purchase Rights


     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
(or  for such shorter period that the registrant was required  to
file  such  reports)  and  (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes  X  No

     Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  Yes   No   X

     The  aggregate market value of the voting stock held by non-
affiliates  (affiliates being directors, executive  officers  and
holders  of  more than 5% of the Company's common stock)  of  the
Registrant at March 11, 1998 was approximately $404,860,000.

     The number of shares of the Registrant's common stock, $0.01
par   value  per  share,  outstanding  at  March  11,  1998   was
20,295,066.

                        EXPLANATORY NOTE


     This Form 10-K/A amends Item 7 (Management's Discussion  and
Analysis  of  Financial Condition and Results of Operations)  and
Item  8 (Consolidated Financial Statements), of the Annual Report
on  Form 10-K of Trico Marine Services, Inc. (the "Company")  for
the  fiscal  year ended December 31, 1996, in order  to  add  the
following:

     (a)  an  additional  paragraph,  appearing  at  the  end  of
          "Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results of Operations -  Liquidity  and
          Capital  Resources," that describes the limitations  on
          the  ability  of  the  Company's  subsidiaries  to  pay
          dividends and make other distributions to the Company.

     (b)  an  additional paragraph at the end of  footnote 15  to
          the  Company's  consolidated financial statements  that
          sets forth the following:

          (i)  The Company is a holding company with no assets or
               operations   other   than   investments   in   its
               subsidiaries;

          (ii) The  Subsidiary Guarantors (as defined in the  new
               disclosure) are wholly-owned subsidiaries  of  the
               Company,  comprise all of the direct and  indirect
               subsidiaries   of   the   Company   (other    than
               inconsequential   subsidiaries)    and,    on    a
               consolidated basis, represent substantially all of
               the  assets, liabilities, earnings and  equity  of
               the Company;

          (iii)Each of the Subsidiary Guarantors must fully and
               unconditionally  guarantee   the   Company's
               obligations under the Senior Notes (as defined  in
               the  new disclosure) on a joint and several basis;
               and

          (iv) Management has determined that separate  financial
               statements   and   disclosures   concerning    the
               Subsidiary   Guarantors  are   not   material   to
               investors.

     These   items  are  being  added  in  connection   with   an
application  by  the  Company  to  the  Securities  and  Exchange
Commission  (granted in February 1998) for a  determination  that
the  Company  need  not  include in  its  consolidated  financial
statements   separate   financial   information   regarding   the
Subsidiary Guarantors.

Item  7.    Management's  Discussion and  Analysis  of  Financial
Condition and Results of Operations

General

     The  Company's results of operations are affected  primarily
by day rates and fleet utilization.  While marine support vessels
service  existing  oil and gas production platforms  as  well  as
exploration   and  development  activities,  incremental   demand
depends  primarily upon the level of drilling activity, which  in
turn  is related to both short-term and  long-term trends in  oil
and  gas  prices.  As a result, trends in oil and gas prices  may
significantly  affect utilization and day rates.   The  Company's
day  rates  and utilization rates are also affected by the  size,
configuration  and capabilities of the Company's fleet.   In  the
case  of supply boats, the deck space and liquid mud and dry bulk
cement  capacity are important attributes.  For crew boats,  size
and  speed are important factors, and in the case of lift  boats,
longer leg length and greater crane capacity add versatility  and
marketability.

     During  1996  the Company acquired 18 supply  boats  for  an
aggregate  of  $66.3 million.  In May 1996, the Company  acquired
four  supply  boats  for  $11.0 million with  a  portion  of  the
proceeds  of the initial public offering.  In September,  October
and  December  of 1996, the Company acquired, in  three  separate
transactions,  a  total of  13 supply boats  for  $55.1  million.
These acquisitions, coupled with the acquisition in March 1996 of
the Stones River, which was refurbished, upgraded and placed into
service  in March 1997, have increased the Company's supply  boat
fleet  from  16  at  the end of 1995 to 34 at the  end  of  1996.
Additionally, in January 1997, the Company acquired  five  supply
boats and one utility boat and executed a definitive agreement to
purchase  two  additional supply boats for a  combined  total  of
$36.2  million.  The Company  anticipates closing the acquisition
of the two additional supply boats in the second quarter of 1997.

     The  Company's operating costs primarily are a  function  of
fleet  size and utilization levels.  The most significant  direct
operating  costs are wages paid to vessel crews, maintenance  and
repairs  and marine insurance.  Generally, increases or decreases
in  vessel  utilization only affect that portion of the Company's
direct  operating  costs that is incurred when  the  vessels  are
active.   As a result, direct operating costs as a percentage  of
revenues  may vary substantially due to changes in day rates  and
utilization.

     In  addition  to  these variable costs, the  Company  incurs
fixed  charges related to the depreciation of its fleet and costs
for  the  routine  drydock  inspection,  maintenance  and  repair
designed  to  ensure compliance with U.S. Coast Guard regulations
and  to  maintain ABS certification for its vessels.  Maintenance
and repair expense and marine inspection amortization charges are
generally  determined by the aggregate number of drydockings  and
other  repairs undertaken in a given period.  Costs incurred  for
drydock inspection and regulatory compliance are capitalized  and
amortized over the period between such drydockings, typically two
to three years.

Results of Operations

     The  table below sets forth by vessel class, the average day
rates  and utilization for the Company's vessels and the  average
number  of vessels owned during the periods indicated.   The  six
boats  acquired  by the Company in January 1997  and  the  Stones
River are not included in the financial or operating data for the
periods presented below.

                                               Year  ended December 31,
                                           1996         1995          1994
Average vessel day rates:
   Supply boats  . . . . . . . . . . ..   $4,917       $3,060        $3,057
   Lift boats   . . . . . . . . . . . .    4,995        4,656         5,017
   Crew/line handling boats (1)(2). . .    1,579        1,480         1,465
Average vessel utilization rate:
   Supply boats  . . . . . . . . . . ..      94%          78%           77%
   Lift boats   . . . . . . . . . . . .      67%          45%           57%
   Crew/line handling boats (1)(2)  . .      95%          85%           82%
Average number of  vessels:
   Supply boats  . . . . . . . . . . ..     21.2         16.0          16.0
   Lift boats   . . . . . . . . . . . .      6.0          5.9           5.0
   Crew/line handling boats(2)  . . . .     23.3         16.8          22.3
__________
(1)  Average  utilization  and day rates for  all  line  handling
     vessels  reflect the contract rates for the  Company's  40%-
     owned, unconsolidated Brazilian affiliate.
(2)  Includes one line-handling vessel owned by the Company's 40%-
     owned, unconsolidated Brazilian affiliate.

Comparison of Year Ended  1996 to Year Ended 1995

     Revenues  for 1996 were $53.5 million, an increase  of  100%
compared  to $26.7  million in revenues for 1995.  This  increase
was primarily due to the expansion in the Company's vessel fleet,
both  in the Gulf and offshore Brazil, the strong improvement  in
average day rates and utilization for the Company's supply boats,
and the increase in utilization for the Company's lift boats.

     In  1996,  the Company added 26 vessels to its total  fleet.
In  March  1996,  the Company acquired 8 line  handling  vessels,
including  one vessel owned by the Company's 40%-owned affiliate,
that  currently operate under long-term charters offshore Brazil.
In  May  1996 with the proceeds from the Company's initial public
offering,  the  Company  acquired  four  supply  boats   and   in
September,  October  and December 1996, the  Company  acquired  a
total   of   13   additional  supply  boats  in  three   separate
transactions.

     All  classes  of  vessels  in the Company's  fleet  reported
higher  utilization during 1996 compared to 1995.   The  greatest
increase  in utilization was experienced by the Company's  supply
boats  and lift boats.  Supply boat utilization averaged 94%  for
1996,  up  from 78% for 1995.  Average supply boat day rates  for
1996  increased  60.7% to $4,917 compared  to  $3,060  for  1995.
These  increases  reflect strong market conditions  in  the  Gulf
during 1996 and the substantial downtime incurred in 1995 for the
vessel  upgrade  program, during which  three  of  the  Company's
supply  boats  were  lengthened from 165 feet  to  180,  one  was
lengthened  from 165 feet to 190 feet, and the boats'  capacities
for  liquid mud and bulk cargo were increased.  Additionally, the
Company  rebuilt and lengthened a crew boat which was  placed  in
service late in 1995.

     Utilization of the Company's lift boats increased to 67% for
1996, from 45% during 1995.  The lift boats experienced unusually
low  utilization in 1995 due to drydocking related  downtime  and
weak  market conditions which existed in the first half of  1995.
The  Company's  lift  boats are operated  by  Power  Offshore,  a
leading  operator  of  lift boats in the  Gulf.   Management  and
incentive fees payable to Power Offshore in 1996 totaled $979,000
as compared to $468,000 for 1995 due to the increased revenue and
operating income generated by the lift boats.

     Utilization  of  the  crew boats and line  handling  vessels
increased to 95% for 1996, compared to 85% during the same period
in  1995,  due to the improved market conditions in the Gulf  for
crew  boats  and  the  additional  eight  line  handling  vessels
acquired  in  March 1996, which operate under long-term  charters
offshore Brazil.

     During  1996, direct vessel operating expenses increased  to
$24.2 million from $17.0 million during 1995, due to the expanded
vessel  fleet and increased labor, repair and maintenance  costs.
Due  to  the increase in average vessel day rates, direct  vessel
operating  expenses decreased as a percentage  of  revenues  from
63.6% during 1995 to 45.2% during 1996.

     Depreciation expense increased to $4.5 million  during  1996
from  $2.7 million for the 1995 period due to the expanded vessel
fleet.  Amortization of marine inspection costs increased to $2.2
million  during  1996  from $1.9 million  for  1995  due  to  the
amortization of increased drydocking and marine inspection costs.

     General and administrative expense increased to $3.3 million
during  1996 from $2.5 million during 1995 due to the  additional
personnel  needed in connection with the growth in the  Company's
vessel  fleet and the addition of operations in Brazil.   General
and   administrative  expenses,  as  a  percentage  of  revenues,
decreased  from  9.4%  during 1995 to 6.1% in  1996  because  the
increase  in revenues and additions to the vessel fleet  did  not
require proportionate increases in administrative expenses.

     Interest  expense decreased to $2.3 million for  1996,  from
$3.9 million for 1995.  The decrease in interest expense was  due
to a reduction in the Company's average bank debt outstanding and
lower  borrowing  costs for the Company in 1996  as  compared  to
1995.   As  a  result  of the Company's two public  offerings  of
common  stock  completed in May and November 1996,  respectively,
average  bank  debt  outstanding decreased to $18.5  million  for
1996,  compared to $26.6 million for 1995.  In 1995  the  Company
recorded  gains  on the sales of certain crew boats  of  $247,000
versus gains of $50,000 in 1996.

     In  1996, the Company had income tax expense of $5.8 million
compared to an income tax benefit of $670,000 in 1995.

     As  a result of the prepayment of all debt outstanding under
the  Company's previous bank credit facility and its subordinated
debt  in  the  second  quarter of 1996, the Company  recorded  an
extraordinary  charge of $917,000, net of taxes of $494,000,  for
the write-off of unamortized debt issuance costs.

Comparison of Year Ended December 31, 1995 to Year Ended December
31, 1994

     The  Company's  revenues declined 8.0% to $26.7  million  in
1995,  compared  to  $29.0 million in 1994.   This  decrease  was
primarily due to a reduction in the number of total days that the
Company's  vessels were available for work due to  the  Company's
capital  upgrade  program, lower lift boat  utilization  and  the
reduction  in  the  size  of  the fleet  of  crew  boats.   Total
available  vessel days, which are the days vessels are  available
for  charter  and  not  being drydocked,  repaired  or  upgraded,
decreased 12.3% from a total of 14,530 in 1994 to 12,738 in 1995.
During  1995, four of the Company's supply boats were temporarily
removed  from service, drydocked and lengthened from 165 feet  to
180  feet  or  greater as part of the Company's  capital  upgrade
program.  Available vessel days were also reduced by the sale  of
several  small  crew boats during 1994 and 1995 as  part  of  the
Company's strategy to focus on larger, more profitable vessels.

     The   Company's   lift  boats  experienced   unusually   low
utilization rates in 1995 due to weather-related downtime from an
abnormally  large number of tropical storms and hurricanes  which
entered  the Gulf during the year.  The reduction in the  average
day  rates  for  the lift boats was due to the acquisition  of  a
sixth  lift  boat at the beginning of the fiscal year  which  was
smaller than other lift boats in the fleet, thereby commanding  a
lower  day  rate.  Management and incentive fees  paid  to  Power
Offshore in 1995 decreased to $468,000 from $707,000 paid in 1994
as  a  result of the lower level of revenues and operating income
for the lift boats during the year.

     Direct  vessel operating expenses decreased 1.0% from  $17.2
million  in  1994 to $17.0 million in 1995 (59.1%  and  63.6%  of
revenues, respectively).  Generally, direct operating expenses do
not  change  in direct proportion to revenues because vessel  day
rates  may increase or decrease without corresponding changes  in
operating  expenses.   The  decrease in direct  vessel  operating
expenses  was  due  primarily  to  decreases  in  management  and
incentive  fees  incurred in connection with the lift  boats  and
other operating expenses.

     Depreciation expense decreased slightly from $2.8 million in
1994 to $2.7 million in 1995, as the capital improvements made on
the  Company's vessels and the acquisition of a lift boat at  the
beginning of the year were offset by the sale of several  vessels
in  1994  and  1995.   Amortization of  marine  inspection  costs
increased 29.5% in 1995 to $1.9 million from $1.5 million in  the
prior   year  due  to  the  increase  in  drydocking  and  marine
inspection costs for the year.

     General  and  administrative expenses rose 22.0%  from  $2.1
million  in  1994  (7.1% of revenues) to $2.5  million  (9.4%  of
revenues)  in  1995 because of an increase in administrative  and
other  shore-based personnel in anticipation of  higher  activity
levels,  and personnel required to support the Company's  capital
upgrade program and on-going operations.

     Interest  expense  from the Company's  bank  debt  was  $2.7
million in 1995 as compared to $2.8 million in 1994, due to lower
average  bank  debt  outstanding of $26.6  million  in  1995,  as
compared  to  $30.1 million in 1994, and $278,000 in compensation
received  for  the  early termination of an  interest  rate  swap
arrangement.    While  the  Company  repaid   $5.3   million   of
outstanding   indebtedness  during  the  year,  additional   bank
borrowings  of  $4.5  million were used  to  partially  fund  the
Company's 1995 capital upgrade program and the acquisition  of  a
lift  boat.   Interest  expense  on  the  9%  subordinated  notes
originally  issued by the Company in October 1993 increased  from
$1.0  million to $1.1 million.  In 1995 the Company had  $381,000
in amortization expense for deferred financing costs, compared to
$344,000 in 1994, from the 1993 vessel acquisition financing.

     The  Company recorded a $670,000 income tax benefit in 1995,
as  compared to a $226,000 income tax expense in 1994 due to  the
loss before income taxes for the year.

Liquidity and Capital Resources

     Since its initial public offering in May 1996, the Company's
strategy  has been to enhance its position as a leading  supplier
of  marine support services in the Gulf by pursuing opportunities
to  acquire  vessel fleets or single vessels and by  diversifying
into  international  markets  where  management  believes  growth
opportunities  exist.  Proceeds from the initial public  offering
improved  the  Company's  financial  condition  by  enabling  the
Company  to  prepay all of its senior debt and  $6.1  million  of
subordinated  debt and to establish a revolving  line  of  credit
with   the  Company's  commercial  lenders,  which,  as  amended,
currently  provides  a $65.0 million line of  credit  (the  "Bank
Credit   Facility")  that  can  be  used  for  additional  vessel
acquisitions,  vessel  improvements  and  working  capital.   The
Company  also  used  proceeds of the initial public  offering  to
acquire   four   supply  vessels.   As  part  of  the   Company's
recapitalization  completed through its initial public  offering,
the  Company was also able to convert into common stock the  $7.5
million  in  subordinated debt not repaid with  proceeds  of  the
offering.  In November 1996 the Company completed a second public
offering  of  common stock, the proceeds of which  were  used  to
repay  debt  incurred under the Bank Credit Facility  to  fund  a
portion  of  the purchase price of ten supply boats  acquired  in
September and October 1996.  During 1996, the Company acquired  a
total of 18 supply boats for $66.3 million.

     Funds  during  1996 were provided by $48.4  million  in  net
proceeds from the initial public offering, $31.1 million from the
secondary  equity offering, $6.2 million in borrowings  prior  to
the  initial  public offering under the Company's  previous  bank
credit  facility,  $51.5  million in borrowings  under  the  Bank
Credit  Facility and $15.0 million in cash provided by  operating
activities.  During the period, the Company repaid $69.4  million
of  debt and made capital expenditures totaling $79.5 million for
vessel   acquisitions,  vessel  upgrade   projects   and   vessel
drydocking costs.

     The   Company's   cash  provided  by  operating   activities
increased  by $8.6 million in 1996 to $15.0 million, compared  to
$6.4  million for 1995.  This increase was due primarily  to  net
income  of  $10.0 million compared to a net loss of $1.3  million
for  last  year and a $1.4 million non-cash extraordinary  charge
for  the  writeoff  of deferred financing costs  in  1996.   This
increase was offset in part by an increase in accounts receivable
of $10.1 million.

     Capital  expenditures in 1996 consisted primarily  of  $66.3
million  for the acquisition of 18 supply boats in the Gulf,  and
$4.5 million for the Company's acquisition of line handling boats
and  a  40%  interest in a marine operating company in Brazil  in
March 1996.  Other expenditures consisted primarily of U.S. Coast
Guard  drydocking and marine inspection costs of $2.3 million,  a
portion  of  the upgrade costs of the Stones River, a portion  of
the  initial  construction costs of the  SWATH   vessel  and  the
acquisition  of  a  larger  docking and maintenance  facility  in
Houma, Louisiana to replace a rented facility.  The Stones  River
is  a  180-foot  supply boat, acquired in March 1996,  which  was
lengthened to 220 feet and outfitted with bulk capacity of  7,800
cubic  feet  and  liquid  mud capacity of  2,300  barrels.   This
vessel,  at  an  estimated  total cost  of  $4.5  million,  began
operations under a long-term charter in March  1997.

     In  July  1996,  the Company entered into  the  Bank  Credit
Facility,  which was subsequently increased and  now  provides  a
revolving  line of credit up to $65.0 million, which  matures  in
October  2002 and bears interest at LIBOR plus 1 1/2%  per  annum
(currently approximately 7%), with a fee of 3/8% per annum on the
undrawn portion.  The Bank Credit Facility is collateralized by a
fleet  mortgage covering a portion of the Company's vessel  fleet
and  related assets and requires the Company to maintain  certain
financial ratios.  As of December 31, 1996, the Company had $21.0
million  in outstanding borrowings under the Bank Credit Facility
which were used to fund vessel acquisitions and, in January 1997,
borrowed  an  additional $22.0 million to fund a portion  of  the
purchase price of five supply boats and one utility vessel.

     Capital expenditures in 1997, excluding vessel acquisitions,
are expected  to be primarily for the construction or upgrade  of
vessels  pursuant to previously awarded contracts.  In the  first
quarter  of  1997, the upgrade of the Stones River was  completed
and it began operations under a long-term charter.  In connection
with  the  acquisition completed in January 1997, the Company  is
upgrading one of the acquired vessels, renamed the Elkhorn River,
from  180  to  220 feet and adding a dynamic positioning  system.
This  vessel will begin a three-year charter contract for a  well
stimulation company upon completion of its upgrade in  mid  1997.
Additionally,  the  Company  entered  into  a  contract  with   a
Brazilian shipyard to acquire and complete construction of a 200-
foot  supply  boat to be used offshore Brazil.  The Company  also
will  continue construction of the SWATH vessel which is expected
to  be  placed into operation in the first quarter of 1998.   The
Company  plans to obtain long-term financing for construction  of
the  SWATH vessel through the Maritime Administration's Title  XI
ship  financing  program, for which the  Company  has  a  pending
application.

     As  of  March  1,  1997, the Company had  $45.5  million  of
outstanding  borrowings  under  its  $65.0  million  Bank  Credit
Facility.  The Company believes its capital expenditures for 1997
will   total   approximately  $30.0  million,  excluding   vessel
acquisitions, but including U.S. Coast Guard drydocking costs and
the  Company's currently planned vessel construction and  upgrade
projects.    The  Company  believes  that  cash  generated   from
operations,  funds available under the Bank Credit  Facility  and
funds  expected  to be raised under the Maritime Administration's
Title  XI ship financing program for the SWATH construction  will
be  sufficient  to fund the Company's currently  planned  capital
projects   and  working  capital  requirements.   The   Company's
strategy,  however, is to acquire other vessel fleets  or  single
vessels  as part of an effort to expand its presence in the  Gulf
and diversify into selected international markets.  To the extent
the   Company  is  successful  in  identifying  such  acquisition
opportunities,  it  most likely will require additional  debt  or
equity financing, depending on the size of such acquisitions.

     In  three  separate  transactions during 1997,  the  Company
issued  an aggregate of $280.0 million principal amount of 8-1/2%
Senior  Notes  due 2005 (the "Senior Notes").   Pursuant  to  the
terms  of  the indentures governing the Senior Notes, the  Senior
Notes  must  be guaranteed by each of the Company's  "significant
subsidiaries"   (the  "Subsidiary  Guarantors"),   whether   such
subsidiary  was  a "significant subsidiary" at the  time  of  the
issuance   of   the  Senior  Notes  or  becomes  a   "significant
subsidiary"  after the date of issue.  Although the  Bank  Credit
Facility, which was amended and restated during 1997, does impose
some  limitations  on  the ability of certain  of  the  Company's
subsidiaries  to make distributions to the Company, it  expressly
permits  distributions to the Company by those subsidiaries  that
are  Subsidiary Guarantors for scheduled principal  and  interest
payments on the Senior Notes.      

Item 8.     Financial Statements and Supplementary Data

Index to Consolidated Financial Statements                        Page

     Report of Independent Accountants                              7
     Consolidated Balance Sheet as of December 31, 1996 and 1995    8
     Consolidated  Statement of Operations for  the  Years  Ended
          December 1996, 1995 and 1994                              9
     Consolidated Statement of Stockholders' Equity for  the
          Years Ended December 31, 1996, 1995 and 1994             10
     Consolidated  Statement  of Cash Flows  for  the  Years
          Ended December 31, 1996, 1995 and 1994                   11
     Notes to Consolidated Financial Statements                    12

               REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Trico Marine Services, Inc.:

We  have  audited the accompanying consolidated balance sheet  of
Trico  Marine Services, Inc. and Subsidiaries (the "Company")  as
of  December  31,  1996  and 1995, and the  related  consolidated
statements of operations, stockholders' equity and cash flows for
the  three  years  ended  December  31,  1996.   These  financial
statements  are  the responsibility of the Company's  management.
Our  responsibility is to express an opinion on  these  financial
statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the audits to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial   position   of  Trico  Marine   Services,   Inc.   and
Subsidiaries  at December 31, 1996 and 1995, and the  results  of
their  operations and their cash flows for the three years  ended
December   31,  1996,  in  conformity  with  generally   accepted
accounting principles.

COOPERS & LYBRAND L.L.P.


New Orleans, Louisiana
February 12, 1997



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
December 31, 1996 and 1995

(Dollars in thousands)
                             ASSETS                   1996      1995
Current assets:
  Cash and cash equivalents                        $  1,047  $  1,117
  Accounts receivable, net                           17,409     7,417
  Prepaid expenses and other current assets             591       156

     Total current assets                            19,047     8,690

Property and equipment, at cost:
  Land and buildings                                  1,565         -
  Marine vessels                                    120,403    44,257
  Construction-in-progress                            7,135       346
  Transportation and other                              853       856
                                                    129,956    45,459
Less accumulated depreciation and amortization       10,814     6,195

     Net property and equipment                     119,142    39,264

Other assets                                          5,166     4,159
                                                   $143,355  $ 52,113

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                 $  5,162  $  3,656
  Accrued expenses                                    3,812     2,878
  Current portion of long-term debt                       -     3,000

     Total current liabilities                        8,974     9,534

Long-term debt                                       21,000    23,695
Subordinated debt and accrued interest thereon            -    13,085
Deferred income taxes                                 9,401        87

     Total liabilities                               39,375    46,401

Commitments and contingencies

Stockholders' equity:
  Common stock, $.01 par value, 15,000,000 shares
  authorized,issued 7,836,996 and 3,123,358 shares,
  outstanding 7,764,964 and 3,051,326 shares at
  December 31, 1996 and 1995, respectively               78        31
  Additional paid-in capital                         93,896     5,649
  Retained earnings                                  10,007        33
  Treasury stock, at par value, 72,032 shares at
  December 31, 1996 and 1995, respectively               (1)       (1)

     Total stockholders' equity                     103,980     5,712
                                                   $143,355  $ 52,113

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



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
for the years ended December 31, 1996, 1995 and 1994

(Dollars in thousands, except share and per share amounts)

                                                1996       1995         1994
Revenues:
  Charter Fees                             $   53,442  $   26,657   $   28,895
  Other vessel income                              42          41          139

     Total revenues                            53,484      26,698       29,034

Operating expenses:
  Direct vessel operating expenses             24,150      16,988       17,165
  General and administrative                    3,277       2,509        2,057
  Amortization of marine inspection costs       2,158       1,930        1,490
  Other                                           309         545          764

     Total operating expenses                  29,894      21,972       21,476

Depreciation expense                            4,478       2,740        2,786

Operating income                               19,112       1,986        4,772

Interest expense                                2,282       3,850        3,767
Amortization of deferred financing costs          263         381          344
Gain on sales of assets                           (59)       (244)           -
Other income, net                                 (79)        (32)         (51)

Income (loss) before income taxes              16,705      (1,969)         712

Income tax expense (benefit)                    5,814        (670)         226

Income (loss) before extraordinary item        10,891      (1,299)         486
Extraordinary item, net of taxes                 (917)          -            -

Net income (loss)                          $    9,974  $   (1,299)  $      486

Weighted average common shares outstanding  6,190,451   3,050,521    3,010,285

Primary and fully diluted earnings per
  share:
  Income (loss) before extraordinary item        1.76       (0.43)        0.16
  Extraordinary item, net of tax                (0.15)         -            -

Net income (loss) per average common share
  outstanding                              $     1.61  $    (0.43)  $     0.16


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

<TABLE>
<CAPTION>

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
for the years ended December 31, 1996, 1995 and 1994

(Dollars in thousands)

                                                    Additional                 Treasury Stock
                                  Common Stock        Paid-in      Retained              Par
                               Shares      Dollars    Capital      Earnings     Shares  Value
<S>                          <C>          <C>       <C>            <C>          <C>     <C>
Balance, January 1, 1994     3,082,103    $    31   $  5,574       $   846      72,032  $ (1)

  Issuance of common stock      36,672          -         66             -           -     -

  Net  income                        -          -          -           486           -     -

Balance, December 31, 1994   3,118,775         31      5,640         1,332      72,032    (1)

  Issuance of common stock       4,583          -          9             -           -     -

  Net loss                           -          -          -        (1,299)          -     -

Balance, December 31, 1994   3,123,358         31      5,649            33      72,032    (1)

  Issuance of common stock   4,142,500         41     79,497             -           -     -

  Debt conversion              467,613          5      7,476             -           -     -

  Stock options exercised      103,525          1      1,274             -           -     -

  Net   income                       -          -          -         9,974           -     -

Balance, December 31, 1996   7,836,996    $    78   $ 93,896       $10,007      72,032  $ (1)

Share amounts have been adjusted to reflect a 3.0253-for-1 common
stock split effective April 26, 1996.


The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>


<TABLE>
<CAPTION>


TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
for the years ended December 31, 1996, 1995 and 1994

(Dollars in thousands)



                                                                        1996      1995       1994
<S>                                                                  <C>       <C>        <C>
Net income (loss)                                                    $  9,974  $ (1,299)  $    486
Adjustments  to reconcile net income (loss) to net cash  provided
by operating activities:

  Depreciation and amortization                                         6,899     5,051      4,620
  Deferred income taxes                                                 3,811      (670)       577
  Interest on subordinated debt                                           461     1,117      1,009
  Extraordinary item                                                    1,411         -          -
  Gain on sales of assets                                                 (59)     (244)         -
  Provision for doubtful accounts                                         130       240        240
  Equity in loss of affiliate                                              18         -          -
Change in operating assets and liabilities:
  Accounts receivable                                                 (10,123)       91       (549)
  Prepaid expenses and other current assets                              (435)       25         72             
  Accounts payable and accrued expenses                                 3,526     2,327        191
Other, net                                                               (661)     (227)        20

     Net cash provided by operating activities                         14,952     6,411      6,666

Cash flows from investing activities:
  Purchases of property and equipment                                 (79,135)   (5,343)      (379)
  Deferred marine inspection costs                                     (2,292)   (2,115)    (1,792)
  Proceeds from sales of assets                                           439     1,337      3,139
  Investment in unconsolidated affiliate                               (1,293)        -          -

     Net cash provided by (used in) investing activities              (82,281)   (6,121)       968

Cash flows from financing activities:
  Proceeds from issuance of common stock                               79,726         9         66
  Proceeds from issuance of long-term debt and subordinated debt       57,669     4,517      2,883
  Repayment of long-term debt                                         (63,364)   (5,305)    (9,000)
  Deferred financing costs and other                                     (707)     (164)        (8)
  Payments of subordinated debt and accrued interest thereon           (6,065)        -          -

     Net cash provided by (used in) financing activities               67,259      (943)    (6,059)

Net increase (decrease) in cash and cash equivalents                      (70)     (653)     1,575
Cash and cash equivalents at beginning of period                        1,117     1,770        195
Cash and cash equivalents at end of period                           $  1,047  $  1,117   $  1,770

Supplemental information:
  Income taxes paid                                                  $      6  $      2   $    396
  Income taxes refunded                                              $      -  $    330   $     38
  Interest paid                                                      $  4,737  $  2,865   $  2,079

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

</TABLE>

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation:

     Trico   Marine  Services,  Inc.  (the  "Company")  commenced
     operations  on October 29, 1993 at which time it acquired  a
     wholly-owned subsidiary of the Company, Trico Marine Assets,
     Inc. ("Trico Assets").  Trico Assets purchased a fleet of 49
     vessels  including forty supply and crew  boats,  five  lift
     boats,  and four other vessels, including a tug and a  barge
     from  Marine  Asset Management Corporation,  a  wholly-owned
     subsidiary  of Chrysler Capital Corporation, pursuant  to  a
     Purchase   Agreement   dated  as  of   October   29,   1993.
     Concurrently, the Company acquired 100% of the common  stock
     of Trico Marine Operators, Inc.

     The  Company is engaged in the ownership and operation of  a
     diversified fleet that, as of December 31, 1996, includes 34
     supply  boats,  6  lift boats, 15 crew boats,  and  9  other
     specialty service vessels, providing support services to the
     offshore  oil  and gas industry primarily  in  the  Gulf  of
     Mexico   and  offshore  Brazil.   The  Company's   financial
     position, results of operations and cash flows are  affected
     primarily by day rates and fleet utilization in the Gulf  of
     Mexico  which  primarily depend on  the  level  of  drilling
     activity, which ultimately is dependent upon both short-term
     and long-term trends in oil and natural gas prices.

2.   Summary of Significant Accounting Policies:

     Consolidation Policy

     The consolidated financial statements of the Company include
     the   accounts   of  its  wholly-owned  subsidiaries.    All
     significant intercompany accounts and transactions have been
     eliminated.   The Company's 40% interest in Walker  Servicos
     Maritimos, Ltd. ("Walker") is accounted for using the equity
     method.

     Cash and Cash Equivalents

     All  highly  liquid debt instruments with original  maturity
     dates   of  less  than  three  months  when  purchased   are
     considered to be cash equivalents.

     Property and Equipment

     Marine  vessels,  transportation  and  other  equipment  are
     stated   at   cost.  Depreciation  for  financial  statement
     purposes  is provided on the straight-line method,  assuming
     10%  salvage  value for marine vessels.  Marine vessels  are
     generally  depreciated over a useful life of  fifteen  years
     from  the  date  of acquisition.  Major modifications  which
     extend the useful life of marine vessels are capitalized and
     amortized  over the adjusted remaining useful  life  of  the
     vessel.

     Maintenance  and  repair  cost  is  charged  to  expense  as
     incurred.   When  marine vessels or equipment  are  sold  or
     otherwise  disposed  of,  their  cost  and  the  accumulated
     depreciation are removed from the accounts and any  gain  or
     loss is recognized.  Marine vessel spare parts are stated at
     average cost.

     Drydocking   expenditures   in   conjunction   with   marine
     inspections are capitalized and amortized on a straight-line
     basis  over the period to be benefited (generally 24  to  36
     months).

     Income Taxes

     The  Company accounts for income taxes using the  provisions
     of  Statement of Financial Accounting Standards ("SFAS") No.
     109,  "Accounting for Income Taxes."  Deferred income  taxes
     are  provided at the currently enacted income tax rates  for
     the  difference between the financial statement  and  income
     tax bases of assets and liabilities.
     Revenue and Expense Recognition

     Charter  revenue is earned and recognized on  a  daily  rate
     basis.  Operating costs are expensed as incurred.

     Deferred Financing Costs

     Deferred  financing costs include costs associated with  the
     issuance  of  the Company's debt and are being amortized  on
     the  effective interest method over the life of the  related
     debt agreement.

     Goodwill

     Goodwill,  or  cost  in excess of net  assets  of  companies
     acquired,  is  amortized over 10 years by the  straight-line
     method.     The    Company   continually    evaluates    the
     recoverability of this intangible asset by assessing whether
     the  amortization of the goodwill balance over its remaining
     life can be recovered through expected future cash flows.

     Direct Vessel Operating Expenses

     Direct  vessel operating expenses principally  include  crew
     costs, insurance, repairs and maintenance, management  fees,
     and casualty losses.

     Earnings Per Share

     The  Company's earnings per share has been calculated  using
     the  weighted average number of shares of common  stock  and
     dilutive  common  stock equivalents outstanding  during  the
     year.   Stock  options are considered  to  be  common  stock
     equivalents.   Weighted  average  options  of  668,009  were
     included  as  common stock equivalents for  the  year  ended
     December  31,  1996.   Common stock equivalents  during  the
     years  ended  December  31, 1995 and 1994  had  no  material
     dilutive effect on net income per average common share.

     Use of Estimates

     The  preparation of financial statements in conformity  with
     generally accepted accounting principles requires management
     to  make  estimates and assumptions that affect the reported
     amounts   of  assets  and  liabilities  and  disclosure   of
     contingent  assets  and  liabilities  at  the  date  of  the
     financial  statements and the reported amounts  of  revenues
     and  expenses  during the reporting period.  Actual  results
     could differ from those estimates.

     Stock Split

     On April 26, 1996, the Company's Board of Directors approved
     a  3.0253-for-1 split of the Company's common stock  in  the
     form  of  a  stock dividend.  The financial statements  have
     been  restated to reflect all effects of this  stock  split,
     including all share amounts and per share data.

     Reclassifications

     Certain  prior-period  amounts  have  been  reclassified  to
     conform  with  the presentation shown in the current  year's
     financial statements.  These reclassifications had no effect
     on  net  income (loss), total stockholders' equity  or  cash
     flows.

3.   Public Offerings of Common Stock:

     In  May  1996,  the  Company  completed  an  initial  public
     offering  of  3,292,500  shares of common  stock,  $.01  par
     value.   The  proceeds  received  from  the  offering   were
     $48,394,000, net of underwriting discounts and  other  costs
     of   $4,286,000.    Of  the  proceeds,  the   Company   used
     $31,150,000  to  repay  senior  debt,  $6,065,000  to  repay
     subordinated  debt  and $11,000,000 to acquire  four  supply
     vessels.   The  balance  of the proceeds  was  used  by  the
     Company for additional working capital.

     In  November  1996, the Company completed a second  offering
     that  included  the  issuance of 850,000  shares  of  common
     stock,  $.01  par value, by the Company.  The proceeds  from
     the offering were $31,144,000, net of underwriting discounts
     and  other costs of $2,006,000.  The proceeds were  used  to
     repay $30,500,000 of the Company's revolving line of credit,
     with  the  balance of the proceeds used for working  capital
     and other purposes.

4.   Accounts Receivable:

     The  Company's  accounts receivable,  net  consists  of  the
     following at December 31, 1996 and 1995 (in thousands):

                                                                  1996     1995
     Trade receivables, net of allowance for doubtful accounts                
       of $610 and $480 in 1996 and 1995, respectively         $ 16,172  $ 6,975
     Insurance and other                                          1,237      442
       Accounts receivable, net                                $ 17,409  $ 7,417

     The  Company, as agent, bills trade accounts receivables  on
     behalf  of  the  vessels it operates under  agreements  with
     third parties. As of December 31, 1996, the Company operated
     one  utility  vessel  for  a  third  party.   The  Company's
     receivables are primarily due from entities operating in the
     oil  and  gas industry in the Gulf of Mexico and Brazil  and
     are dollar denominated.

5.     Other Assets:

<TABLE>
<CAPTION>
     The Company's other assets, net consists of the following at
     December 31, 1996 and 1995 (in thousands):
                                                                           1996      1995
     <S>                                                                <C>       <C>    
     Deferred marine inspection costs, net of accumulated
       amortization of $3,335 and $1,459 in 1996 and 1995,respectively  $  2,667  $  2,378
     Deferred financing costs, net of accumulated
       amortization of $28 and $785 in 1996 and 1995, respectively           205     1,104
     Marine vessels spare parts                                              939       386
     Goodwill, net of accumulated amortization of $43 in 1996                664        -
     Investment in and advances to unconsolidated subsidiary                 568        -
     Other                                                                   123       291
       Other assets, net                                                $  5,166  $  4,159

</TABLE>

6.     Long-Term Debt and Subordinated Debt:

     The  Company's long-term debt and subordinated debt  consist
     of   the  following  at  December  31,  1996  and  1995  (in
     thousands):
<TABLE>

                                                                           1995      1996
     <S>                                                                <C>       <C>
     Revolving loan, interest at a base interest rate plus a
      margin, as defined, on the  date  of borrowing (weighted
      average rate  of  7.089% and 10.25% at December 31, 1996
      and 1995, respectively) payable  at  the end of the
      interest period or quarterly, principal due October 8, 2002       $ 21,000  $    800

     Term  loan  A, interest at a base interest rate  plus  1.75%
        (10.25% at December 31, 1995)                                          -    21,195
     Term  loan B, interest at a base rate plus 2.75% (11.25%  at
     December 31, 1995)                                                        -     4,700
                                                                          21,000    26,695
     Less current maturities                                                   -    (3,000)
                                                                                    23,695
     9%  Subordinated  Notes  and accrued interest  thereon,  due
        March 31, 2001                                                         -    13,085
                                                                        $ 21,000  $ 36,780

</TABLE>

     On  October  29, 1993 the Company entered into  a  revolving
     credit and term loan agreement with The First National  Bank
     of  Boston (the "Credit Agreement").  Availability under the
     revolving   loan   was  based  on  the  Company's   accounts
     receivable and was limited to $4 million during 1994 and was
     to  be  reduced by $1 million at both December 31, 1995  and
     1996.   On December 30, 1994, the Company amended its Credit
     Agreement ("First Amendment").  Availability under the First
     Amendment  was increased to $6 million, with a reduction  of
     $2  million  effective  June  29, 1995  at  which  time  the
     Company had the right to convert the revolving loan into its
     Term Loan B.  Principal repayments of the Term Loans A and B
     and  the  revolving credit were also extended.  The  Company
     incurred  a  commitment fee of 0.5% per annum on the  unused
     amount.  Substantially all of the Company's assets served as
     collateral for the Credit Agreement.

     Effective  June  28,  1995, the Company amended  its  Credit
     Agreement  ("Second Amendment") to establish $5  million  of
     availability  under  the revolving credit  loan  and  extend
     principal payments.  Under the Second Amendment, the Company
     had  the  right to convert $2 million of outstanding amounts
     under  the revolving credit loan into its Term Loan B.   The
     Company  converted $1.7 million of its outstanding revolving
     credit  loan  into  its  Term Loan B in  November  1995  and
     $300,000  of amounts outstanding under the revolving  credit
     loan  were converted into its Term Loan  B in January 1996.

     Effective  March  6,  1996, the Company amended  its  Credit
     Agreement  ("Third Amendment") to provide for  an  increased
     total   credit  facility,  extend  principal  payments   and
     restructure  other  portions of the Credit  Agreement.   The
     Third  Amendment contained a revolving credit  facility  and
     term  loan  provisions.   The $3  million  revolving  credit
     facility,  which  would  have matured  in  July  1997,  bore
     interest  at  1.75% above a base rate.  The Third  Amendment
     contained  $33,000,000  of  term  loans  in  three  separate
     tranches which all bore interest at 1.75% above a base rate.

     Concurrent  with  the  Third  Amendment,  the  Company  also
     amended   its  Subordinated  Notes  agreement  whereby   the
     maturities of its 9% Subordinated Notes and accrued interest
     thereon  were  extended to March 31, 2001.  Concurrent  with
     the  Company's  initial public offering  in  May  1996,  the
     Company  converted  $7,482,000 of the 9% Subordinated  Notes
     into 467,613 shares of common stock.

     The outstanding principal balance of the Credit Agreement of
     $31,150,000  was  repaid on May 21, 1996,  together  with  a
     prepayment  fee  of  $75,000,  from  the  proceeds  of   the
     Company's  initial  public offering of  common  stock.   The
     balance  of  $6,065,000  of the 9%  Subordinated  Notes  and
     accrued interest thereon was also retired with proceeds from
     the  initial public offering.  As a result of the prepayment
     of  all  of the Company's senior and subordinated debt,  the
     Company recorded an extraordinary charge of $917,000, net of
     taxes  of  $494,000,  for the write-off of  the  unamortized
     balance of related debt issuance costs.

     Effective  July  26,  1996,  the  Company  executed  a   new
     $30,000,000  revolving credit agreement  (the  "Bank  Credit
     Facility") with the same group of lenders that provided  the
     Company's previous Credit Agreement which was prepaid on May
     21,  1996  with  proceeds from the initial public  offering.
     The  Bank  Credit  Facility  was  increased  to  $35,000,000
     effective  August  26,  1996 and  to  $50,000,000  effective
     October 8, 1996.  The Bank Credit Facility bears interest at
     LIBOR  plus 1-1/2% per annum with a commitment fee  of  3/8%
     per  annum on the undrawn portion.  The Bank Credit Facility
     also  provides for interest payments only until  October  8,
     1998  when  all  outstanding amounts under the  Bank  Credit
     Facility   will  be  converted  into  a  term  loan.    Upon
     conversion,  principal and interest  payments  will  be  due
     quarterly  beginning  December 31, 1998  until  maturity  on
     October 8, 2002.  The Bank Credit Facility is collateralized
     by certain of the Company's vessels and related assets.  The
     Bank   Credit  Facility  contains  certain  covenants  which
     require the Company to maintain certain debt coverage ratios
     and   net  worth  levels,  limit  capital  expenditures  and
     prohibit equity distributions.

     In  order  to  minimize  floating interest  rate  risk,  the
     Company entered into the following agreements.  During 1993,
     the  Company purchased an interest rate swap on  a  notional
     amount of $10 million.  Under the swap, the Company received
     a  floating interest rate based on the Company's Term Loan A
     interest  rate and paid a fixed rate of 8.25% with quarterly
     interest  settlements.   The  agreement  was  terminated  in
     January   1995   and  the  Company  received   $278,000   as
     compensation for the early termination of its interest  rate
     swap  which  was  amortized into interest expense  over  the
     remaining  original life of the swap.  Concurrent  with  the
     termination  of the above swap,  the Company paid  $125,000,
     which  has been amortized to interest expense over  the  two
     year  life of the agreement, to enter into an interest  rate
     corridor agreement on a notional amount of $15 million.

7.   Income Taxes:

     The  components  of  income  tax expense  (benefit)  of  the
     Company  for the periods ended December 31, 1996,  1995  and
     1994, are as follows (in thousands):

                                           1996     1995      1994

     Current income taxes:
       U.S. federal income taxes         $ 1,505   $    -    $ (317)
       State income taxes                      4        -       (34)

     Deferred income taxes:
       U.S. federal income taxes           3,713     (667)      572
       State income taxes                     98       (3)        5
                                         $ 5,320   $ (670)   $  226

     The Company's deferred income taxes at December 31, 1996 and
     1995  represent  the  tax effect of the following  temporary
     differences between the financial reporting and  income  tax
     accounting   bases  of  its  assets  and   liabilities   (in
     thousands):

                                                    1996      1995

     Accumulated depreciation and amortization    $15,108   $ 7,811
     P&I insurance reserves                          (680)     (474)
     Alternative minimum tax credit carryforwards    (451)      (29)
     Net operating loss carryforward               (5,199)   (7,300)
     Other                                           (257)       79

       Deferred income tax liability, net         $ 8,521   $    87


     Reconciling  items  which represent the  difference  between
     income taxes computed at the Federal statutory tax rate  and
     the  provision for income taxes are primarily the result  of
     state income taxes.

     A  tax  benefit  for the exercise of stock  options  in  the
     amount  of  $1,088,000 that was not included in  income  for
     financial  reporting  purposes  was  credited  directly   to
     additional paid-in capital.

     The  net operating loss carryforwards for Federal and  state
     tax  purposes  are  approximately  $14.8  million  and  $1.4
     million  respectively  and begin to  expire  in  2009.   The
     Company had an initial public offering in May 1996, which is
     considered  a  change  of  control for  federal  income  tax
     purposes.   This will limit the utilization of net operating
     loss   carryforwards  to  a  set  level   as   provided   by
     regulations.

8.     Common Stock Option Plans:

     Pursuant  to  the  Company's 1993  Stock  Option  Plan,  the
     Company  is  authorized to grant incentive and  nonqualified
     stock  options to selected officers and other key  employees
     of  the Company.  The Compensation Committee of the Board of
     Directors  has  the  discretionary  authority,  subject   to
     certain  plan specifications, to determine the  amounts  and
     other terms of such stock options.

     Options  to purchase 576,244 shares of the Company's  common
     stock were granted to officers and key members of management
     of  the Company on October 29, 1993 at $1.82 per share,  the
     original   purchase   price  of  the   common   stock,   and
     accordingly, no expense was recognized.  Options to purchase
     151,265 shares of the Company's common stock were granted to
     an  officer  of  the Company on February  22,  1995  at  the
     October  29,  1993 original cost of the common stock,  which
     was  determined  by the Board of Directors to  be  the  fair
     market  value  of  the Company's stock  at  that  time,  and
     accordingly, no expense was recognized.  In April 1996,  the
     Company  modified its 1993 Stock Option Plan  to  include  a
     provision  for the 140,459 options not already containing  a
     provision  to become exercisable at the consummation  of  an
     "Initial Public Offering" to become exercisable upon such  a
     transaction.

     Pursuant to the Company's 1996 Incentive Compensation  Plan,
     options  to purchase 104,875 shares of the Company's  common
     stock  have  been  granted  to  officers,  key  members   of
     management  and  certain  long-term  employees  at  exercise
     prices  equal  to the fair value of the Company's  stock  at
     that  time,  which ranged from $16.00 to $21.88  per  share.
     Options  to  purchase  103,000  shares  vested  and   became
     exercisable upon the attainment of certain performance goals
     during  the year.  Of the remaining options, 468 vested  and
     were  exercisable  at  the date of grant  with  469  options
     vesting  and becoming exercisable in each of the next  three
     years.  All options expire no later than ten years from  the
     date of grant.

     As  of December 31, 1996, 1995 and 1994, 727,452, 90,039 and
     45,020,  respectively of the option shares were exercisable;
     options  for  103,525 shares were exercised in  1996.   None
     were exercised in 1995 or 1994.

     The   Company   applies   APB   Opinion   25   and   related
     interpretations  in accounting for its Stock  Option  Plans.
     In  1995,  the  Financial Accounting Standards Board  issued
     SFAS  No.  123  "Accounting  for  Stock-Based  Compensation"
     ("SFAS  123") which, if fully adopted by the Company,  would
     change  the  methods the Company applied in recognizing  the
     cost  of  the  Stock  Option Plans.  Adoption  of  the  cost
     recognition  provisions  of SFAS 123  is  optional  and  the
     Company  has decided not to elect these provisions  of  SFAS
     123.   However,  pro  forma disclosures as  if  the  Company
     adopted the cost recognition provisions of SFAS 123 in  1995
     are required by SFAS 123 and are presented below:

                                                           
                              As Reported   Pro Forma   As Reported   Pro Forma
                                12/31/96    12/31/96      12/31/95     12/31/95
                                                           
     SFAS 123 Charge          $    -        $    628    $    -        $       8
                                                          
     APB 25 Charge            $    -        $    -      $    -        $       -
                                                           
     Net income (loss)        $  9,974      $  9,560    $ (1,299)     $  (1,304)
                                            
                                                           
     Net income (loss) per     
     average common share     $   1.61      $   1.54    $  (0.43)     $   (0.43)

9.     Other Related Party Transactions:

     Pursuant  to  an  agreement  effective  October  29,   1993,
     Berkshire  Partners  was entitled to  receive  $16,666  each
     month  for  five years for providing certain management  and
     other consulting services (the "Berkshire Agreement").   The
     Berkshire Agreement was automatically renewable on an annual
     basis  after the initial five year period upon agreement  of
     the  parties.   The Berkshire Agreement was terminated  upon
     the  successful  completion of the Company's initial  public
     offering in May 1996.

     During  December 1994, the Company appointed two independent
     directors.  These two directors purchased 36,672  shares  of
     the  Company's  common  stock at the original  cost  of  the
     common  stock which was determined by the Board of Directors
     to  be the fair market value of the Company's stock at  that
     time.   The  two directors also each purchased approximately
     $67,000 of the Company's 9% Subordinated Notes.

     During  February  1995, an officer of the Company  purchased
     4,583  shares of the Company's common stock at the  original
     cost  of the common stock and approximately $17,000  of  the
     Company's 9% Subordinated Notes.

10.    Profit Sharing Plan:

     The  Company has a defined contribution profit sharing  plan
     that  covers substantially all employees who qualify  as  to
     age  and  length  of service.  As of January  1,  1995,  the
     Company  included 401(k) provisions in this plan.   In  1996
     and 1995, the Company's contributions to the plan were based
     on  one  quarter  of the first five percent  of  participant
     contributions  plus a discretionary amount.   In  1994,  the
     Company's  contribution  was  discretionary.   The   Company
     expensed   contributions to the plan  for  the  years  ended
     December  31, 1996, 1995 and 1994 of $113,000,  $66,000  and
     $60,000, respectively.

11.    Commitment and Contingencies:

     Effective  October 29, 1993, Trico Assets  entered  into  an
     agreement  with  an unrelated company to provide  management
     and operating services for certain lift boats. The agreement
     provides for management and incentive fees to be paid to the
     unrelated  company  based on percentages  of  gross  monthly
     income  and  net operating income, respectively.  Management
     fees  of  $979,000, $468,000 and $707,000 were  included  in
     direct  vessel  operating  expenses  for  the  years   ended
     December 31, 1996, 1995 and 1994, respectively.  Pursuant to
     the  agreement,  the operator has been granted  a  right  of
     first refusal on any sale of the lift boats.

     In  the ordinary course of business, the Company is involved
     in  certain  personal injury, pollution and property  damage
     claims  and related threatened or pending legal proceedings.
     Management,  after review with legal counsel  and  insurance
     representatives,  is of the opinion these claims  and  legal
     proceedings  will  be  settled  within  the  limits  of  the
     Company's  insurance coverages.  At December  31,  1996  and
     1995,  the Company has accrued a liability in the amount  of
     $1,963,000  and  $1,570,000, respectively,  based  upon  the
     insurance  deductibles that management believes  it  may  be
     responsible  for  paying in connection with  these  matters.
     The  amounts the Company will ultimately be responsible  for
     paying   in  connection  with  these  matters  could  differ
     materially in the near term from amounts accrued.

     On  August  15, 1996, the Company entered into a  five  year
     contract  with  Petroleo Brasileiro S.A.  ("Petrobras"),  to
     build  and operate an advanced "small water area twin  hull"
     crew  boat  (the  "SWATH  vessel") which  will  be  used  to
     transport  personnel to offshore platforms.  On  October  7,
     1996,  the Company entered into an agreement with a shipyard
     to  construct the SWATH vessel.  In addition, the Company is
     refurbishing  and upgrading two additional  supply  vessels.
     The  total  cost  of the three vessels, including  equipment
     provided  by  the  Company, is expected to be  approximately
     $20,900,000.  The Company expects the supply vessels  to  be
     completed and operations to commence in the first and  third
     quarters  of 1997.  The Company expects the SWATH vessel  to
     commence operations in the first quarter of 1998.

12.    Fair Value of Financial Instruments:

     The  following  disclosure of the estimated  fair  value  of
     financial  instruments  is  made  in  accordance  with   the
     requirements of SFAS No. 107, "Disclosures About Fair  Value
     of Financial Instruments."  The estimated fair value amounts
     have  been determined by the Company using available  market
     information  and  valuation methodologies  described  below.
     However,  considerable judgment is required in  interpreting
     market   data  to  develop  the  estimates  of  fair  value.
     Accordingly,  the  estimates presented  herein  may  not  be
     indicative of the amounts that the Company could realize  in
     a  current  market  exchange.  The use of  different  market
     assumptions or valuation methodologies may have  a  material
     effect on the estimated fair value amounts.

     The   carrying   amounts  of  cash  and   cash   equivalents
     approximate fair value due to the short-term nature of these
     instruments.   The  carrying amount of the revolving  credit
     loan approximates fair value because it bears interest rates
     currently  available to the Company for  debt  with  similar
     terms  and remaining maturities.  At December 31,  1995,  it
     was  not  practicable  to estimate the  fair  value  of  the
     subordinated debt and accrued interest thereon since  quoted
     prices  are  not readily available and valuation  techniques
     would  not  be  practicable  due to  the  subordination  and
     uncertainty regarding timing of repayment.

13.    Vessel Acquisitions:

     On  March 15, 1996, the Company acquired seven line handling
     vessels  and  a  40% interest in Walker, a marine  operating
     company   located  in  Brazil,  for  a  combined  price   of
     $4,200,000.  Walker owns an eighth line handling vessel  and
     operates  it  and  the  seven other acquired  vessels  under
     long-term contracts with a customer located in Brazil.   The
     acquisition has been accounted for by the purchase method of
     accounting.   Of  the  purchase price, $3,565,000  has  been
     allocated to the acquired vessels based upon their  relative
     fair  value,  $270,000 has been allocated to  the  Company's
     investment  in  the  stock  of  Walker  with  the  remaining
     $365,000 allocated to goodwill.  In addition to the purchase
     price above, $300,000 of contingent purchase price was  paid
     on  August 27, 1996 based upon the attainment by the Company
     of a certain contract to provide offshore marine services in
     Brazil.    This  amount  has  been  recorded  as  additional
     goodwill.

     On May 22, 1996, the Company acquired for $11,000,000 all of
     the  outstanding capital stock of HOS Marine Partners,  Inc.
     ("HOS"), a special purpose company whose sole assets consist
     of  four supply vessels.  In addition to the purchase price,
     the  Company  recognized, in accordance  with  Statement  of
     Financial  Accounting Standards No. 109, a  deferred  income
     tax   liability   of   $5,780,000  for  the   deferred   tax
     consequences of the differences between the assigned  values
     and  the  tax  bases  of  the  assets  owned  by  HOS.   The
     acquisition was accounted for using the purchase  method  of
     accounting  and the results of operations from the  date  of
     acquisition  are  included on the accompanying  consolidated
     financial statements.

     On   September   30,   1996,  the  Company   acquired   from
     subsidiaries   of  OMI  Corp.  three  supply   vessels   for
     $11,600,000.   The  Company borrowed $10,000,000  under  the
     Bank Credit Facility to fund a portion of the purchase.

     On  October  10, 1996, the Company acquired from Kim  Susan,
     Inc.  and  affiliated  companies seven  supply  vessels  for
     approximately $32,000,000.  The Company borrowed $30,500,000
     under  the  Bank  Credit Facility to fund a portion  of  the
     purchase.

     In December 1996, the Company purchased three supply vessels
     from  a  subsidiary of SEACOR Holdings, Inc. for $11,450,000
     in  cash.  The acquisition was funded with borrowings  under
     the Bank Credit Facility and cash generated from operations.

14.    Quarterly Financial Data (Unaudited):
<TABLE>
<CAPTION>


                                                           First     Second     Third      Fourth
       
       Year ended December 31, 1996
       (Dollars in thousands, except per share amounts)
       <S>                                              <C>       <C>        <C>        <C>
       Revenues                                         $  8,384  $  11,111  $  13,390  $  20,599
       Operating income                                    1,678      3,165      5,000      9,269
       Income before extraordinary item                      364      1,618      3,218      5,691
       Extraordinary item                                      -       (917)         -          -
       Net income                                            364        701      3,218      5,691
       Income per average common share
             before extraordinary item                      0.12       0.29       0.43       0.72
       Extraordinary item, net of tax                          -      (0.16)         -          -
       Net income per average common share
            outstanding                                     0.12       0.13       0.43       0.72

     Year ended December 31, 1995
     (Dollars in thousands, except per share amounts)
       Revenues                                         $  6,360  $   5,792  $   6,763  $   7,783
       Operating income (loss)                               (38)      (234)       818      1,440
       Net income (loss)                                    (671)      (703)      (129)       204
       Net income (loss) per average common
            share outstanding                              (0.22)     (0.23)     (0.04)      0.07

</TABLE>

15.    Subsequent Events:

     In  January  1997, the Company entered into agreements  with
     two  companies  to  acquire seven  supply  vessels  and  one
     utility  vessel for $36,200,000.  The first transaction  for
     the  acquisition  of  five of the  supply  vessels  and  the
     utility  vessel was completed on January 31, 1997, with  the
     Company borrowing $22,000,000 under the Bank Credit Facility
     to  fund  a  portion  of the purchase  price.   The  Company
     expects  the acquisition of the other two supply vessels  to
     be  completed  in the second quarter of 1997.   The  Company
     will borrow under its Bank Credit Facility to fund a portion
     of the purchase price.

     Effective February 7, 1997, the Company increased  its  Bank
     Credit Facility to $65,000,000.

    16.     Event (Unaudited) Subsequent to the Date of the Report of
     Independent Accountants:

     In  three  separate  transactions during 1997,  the  Company
     issued  an aggregate of $280,000,000 of 8-1/2% Senior  Notes
     due 2005 (the "Senior Notes").  Pursuant to the terms of the
     indentures governing the Senior Notes, the Senior Notes must
     be   guaranteed  by  each  of  the  Company's   "significant
     subsidiaries"  (the "Subsidiary Guarantors"),  whether  such
     subsidiary was a "significant subsidiary" at the time of the
     issuance  of  the  Senior  Notes or becomes  a  "significant
     subsidiary"  thereafter.  Separate financial  statements  of
     the  Subsidiary Guarantors are not included in  this  report
     because (a) the Company is a holding company with no  assets
     or   operations   other   than  its   investments   in   its
     subsidiaries, (b) the Subsidiary Guarantors are wholly-owned
     subsidiaries  of the Company, comprise all of the  Company's
     direct and indirect subsidiaries (other than inconsequential
     subsidiaries)  and,  on  a  consolidated  basis,   represent
     substantially all of the assets, liabilities,  earnings  and
     equity of the Company, (c) each of the Subsidiary Guarantors
     must  fully  and  unconditionally  guarantee  the  Company's
     obligations  under the Senior Notes on a joint  and  several
     basis  (subject to a standard fraudulent conveyance  savings
     clause)  and  (d)  management has determined  that  separate
     financial   statements   and  disclosures   concerning   the
     Subsidiary Guarantors are not material to investors.      


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  Annual Report on Form 10-K/A to be signed on its behalf  by
the undersigned, thereunto duly authorized.

                              TRICO MARINE SERVICES, INC.
                                       (Registrant)



                              By:      /s/ Thomas E. Fairley
                                         Thomas E. Fairley
                                    President and Chief Executive
Officer

Date:   March 11, 1998

     Pursuant to the requirements of the Securities Exchange  Act
of  1934, this Annual Report on Form 10-K/A has been signed below
by  the following persons on behalf of the Registrant and in  the
capacities and on the dates indicated.

     Signature                             Title                        Date


 /s/ Thomas E. Fairley              President and Chief           March 11, 1998
     Thomas E. Fairley               Executive Officer
                                (Principal Executive Officer)

 /s/ Ronald O. Palmer               Chairman of the Board         March 11, 1998
     Ronald O. Palmer


 /s/ Victor  M. Perez          Vice President, Chief Financial    March 11, 1998
     Victor  M. Perez               Officer and Treasurer
                                 (Principal Financial Officer)

 /s/ Kenneth W. Bourgeois       Vice President and Controller     March 11, 1998
     Kenneth W. Bourgeois       (Principal Accounting Officer)


 /s/ Garth H. Greimann                     Director               March 11, 1998
     Garth H. Greimann


 /s/ H. K. Acord                           Director               March 11, 1998
     H. K. Acord


 /s/ Benjamin F. Bailar                    Director               March 11, 1998
     Benjamin F. Bailar


 /s/ Edward C. Hutcheson, Jr.              Director               March 11, 1998
     Edward C. Hutcheson, Jr.