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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

(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,
2001

o 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.
        Employerincorporation
        or organization)
      Identification
        No.)250
        North American Court
      70363Houma,
        Louisiana
      (Zip
        code)(Address
        of principal executive offices)


Registrant's telephone number, including area code: (985)
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 o

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. x

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at February 28, 2002 was approximately $196,273,000 .

The number of shares of the Registrant's common stock, $0.01 par value per
share, outstanding at February 28, 2002 was 36,254,335.



DOCUMENTS INCORPORATED BY REFERENCE

> 

Portion of the registrant's definitive proxy statement, to
    be filed electronically no later than 120 days after the end of the fiscal
    year, are incorporated by reference in Part III.

---





TRICO MARINE SERVICES, INC.

ANNUAL REPORT ON FORM 10-K FOR

THE FISCAL YEAR ENDED DECEMBER 31, 2001



TABLE OF CONTENTS





|                             |                                                                                                   | PAGE
|---------------------------- | ------------------------------------------------------------------------------------------------- | ----
|PART I                       | 1                                                                                                
|Items 1 and 2.               | Business and Properties                                                                           | 1   
|Item 3.                      | Legal Proceedings                                                                                 | 9   
|Item 4.                      | Submission of Matters to a Vote of Security Holders                                               | 9   
|Item 4A.                     | Executive Officers of The Registrant                                                              | 10  
|PART II                      | 10                                                                                               
|Item 5.                      | Market for Registrant's Common Stock and Related Stockholder Matters                              | 10  
|Item 6.                      | Selected Financial Data                                                                           | 11  
|Item 7.                      | Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations | 12  
|Item 7A.                     | Quantitative and Qualitative Disclosures About Market Risk                                        | 19  
|Item 8.                      | Financial Statements and Supplementary Data                                                       | 20  
|Item 9.                      | Changes in and Disagreements With Accountants on Accounting and
      Financial
      Disclosure  | 49  
|PART III                     | 49                                                                                               
|Item 10.                     | Directors and Executive Officers of the Registrant                                                | 49  
|Item 11.                     | Executive Compensation                                                                            | 49  
|Item 12.                     | Security Ownership of Certain Beneficial Owners and Management                                    | 49  
|Item 13.                     | Certain Relationships and Related Transactions                                                    | 49  
|PART IV                      | 50                                                                                               
|Item 14.                     | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                   | 50  
|SIGNATURES                   | S-1                                                                                              
|FINANCIAL STATEMENT SCHEDULE | F-1                                                                                              
|EXHIBIT INDEX                | E-1                                                                                              



PART I



Items 1 and 2. Business and Properties

General

We are a leading provider of marine support vessels to the oil and gas industry
primarily in the U.S. Gulf of Mexico, the North Sea and Latin America. The
services provided by our diversified fleet include the transportation of
drilling materials, supplies and crews to drilling rigs and other offshore
facilities; towing drilling rigs and equipment from one location to another; and
support for the construction, installation and maintenance of offshore
facilities. Using our larger and more sophisticated vessels, we also provide
support for deepwater ROV (remotely operated vehicle) and well stimulation and
maintenance services. We currently have a total fleet of 85 vessels, including
48 supply vessels, 11 large capacity platform supply vessels, seven large anchor
handling, towing and supply vessels, 10 crew boats and nine line-handling
vessels. We also have five vessels under construction that we expect to place
into service during 2002 and the first quarter of 2003. Two are large capacity
platform supply vessels being built in Norway and three are large crew boats
being built at a U.S. Gulf Coast shipyard.

Demand for our services is primarily affected by expenditures for oil and gas
exploration, development and production in the markets where we operate. We
experienced increases in our vessel day rates and utilization from late 1999
through the first half of 2001. This increase was primarily due to the increased
drilling activity and a reduction in the number of vessels in our markets, which
was partially caused by the stacking or retirement of older vessels by some of
our competitors and us. In the third quarter of 2001, we began to experience
decreases in day rates and lower utilization for our Gulf fleet due to decreased
oil and gas prices and the resulting decrease in offshore drilling activity in
the Gulf.

Typically, marine support vessels are priced to the customer on the basis of a
daily rate, or "day rate," regardless of whether a charter contract is
for several days or several years. The average vessel day rate of a vessel, or
class of vessel, is calculated by dividing its revenues by the total number of
days such vessel was under contract during a given period. A vessel's
utilization is the number of days in a period the vessel is under contract as a
percentage of the total number of days in such period. In addition to those
factors which affect vessel demand, such as oil and gas prices and drilling
activity, a vessel's day rate and utilization are also determined by factors
such as vessel size, capacity, horse power, age and whether a vessel has
sophisticated positioning and fire-fighting systems.

The Industry

Marine support vessels are used primarily to transport equipment, supplies, and
personnel to drilling rigs, to support the construction and operation of
offshore oil and gas production platforms, as work platforms for offshore
construction and platform maintenance and for towing services for drilling rigs
and equipment. The principal types of vessels that we operate can be summarized
as follows:

> Supply Boats. Supply boats are generally at least 165 feet in length
>   and were constructed primarily for operations on the outer continental shelf
>   of the Gulf to serve drilling and production facilities and support offshore
>   construction and maintenance work. Supply boats are differentiated from other
>   types of vessels by cargo flexibility and capacity. In addition to
>   transporting deck cargo, such as pipe or drummed materials, supply boats
>   transport liquid mud, potable and drilling water, diesel fuel, dry bulk cement
>   and dry bulk mud.
>   Platform Supply Vessels. Platform supply vessels, also known as PSVs,
>   were constructed primarily for international and deepwater operations. PSVs
>   serve drilling and production facilities and support offshore construction and
>   maintenance work. They are differentiated from other offshore support vessels
>   by their larger

Anchor Handling, Towing and Supply Vessels. Anchor handling, towing
  and supply vessels, also known as AHTSs, are used to set anchors for drilling
  rigs and tow mobile drilling rigs and equipment from one location to another.
  In addition, these vessels can be used in limited supply roles when they are
  not performing anchor handling and towing services. They are characterized by
  large horsepower (generally averaging approximately 12,000-15,000 horsepower,
  and up to 24,000 horsepower for the most powerful North Sea Class AHTS
  vessels), shorter after decks and special equipment such as towing winches.

Crew Boats. Crew boats are generally at least 100 feet in length and
  are used primarily for the transportation of personnel and light cargo,
  including food and supplies, to and among drilling rigs, production platforms
  and other offshore installations. Crew boats are constructed from aluminum. As
  a result, they generally require less maintenance and have a longer useful
  life without refurbishment than steel-hulled supply boats. The majority of our
  crew boats are vessels 120 feet long and longer.

Line Handling Boats. Line handling boats are generally outfitted with
  special equipment to assist tankers while they are loading from single buoy
  mooring systems. These vessels support oil off-loading operations from
  production facilities to tankers and transport supplies and materials to and
  between deepwater platforms.

Market Areas

We operate primarily in the Gulf, the North Sea, offshore Brazil, Trinidad and,
most recently, West Africa. Financial data, including revenues, expenses, and
assets by market area/operating segment are detailed in note 18 of our
consolidated financial statements. Our primary market areas are summarized
below.

Gulf of Mexico. Our vessels support exploration and development
activities in the Gulf as well as existing oil and gas production platforms.
Demand for our supply boats is primarily impacted by the level of offshore oil
and gas drilling activity. Drilling activity is influenced by a number of
factors, primarily including oil and gas prices and drilling budgets of oil and
gas companies. As a result, utilization and day rates traditionally have had a
close relationship to oil and gas prices and drilling activity. Day rates and
utilization rates in the Gulf have traditionally been volatile as a result of
fluctuations in oil and gas prices and drilling activity.

We experienced increases in our vessel day rates and fleet utilization in the
Gulf from late 1999 through the first half of 2001. This was primarily due to
increased drilling activity and a reduction in the number of vessels caused by
the stacking or retirement of older vessels by some of our competitors and us.
The utilization of our Gulf fleet also improved during that period because we
completed all vessel upgrade projects and had reduced downtime from vessel
dry-dockings. In the third quarter of 2001, we began to experience decreases in
day rates and lower utilization for our Gulf fleet due to decreased oil and gas
prices and the resulting decrease in offshore drilling activity in the Gulf.

As of February 28, 2002, we had 45 supply boats and 9 crew boats operating in
the Gulf.

North Sea. The North Sea market area consists of offshore Norway,
Denmark, the Netherlands, Germany, Great Britain and Ireland, and the area west
of the Shetlands Islands. Historically, it has been the most demanding of all
offshore areas due to harsh weather, erratic sea conditions, significant water
depth and long sailing distances. Exploration and production operators in the
North Sea are typically large and well capitalized entities (such as major oil
companies and state owned oil companies), in large part because of the
significant financial commitment required in this market area. In comparison to
the Gulf, projects in the region tend to be fewer in number, but larger in
scope, with longer planning horizons and more long-term contracts. Consequently,
vessel demand in the North Sea is generally slower to react to changes in energy
prices and less susceptible to abrupt swings than vessel demand in other
regions. Activity in the North Sea generally is at its highest level during the
months from April to September and at its lowest level during November to
February.

As of February 28, 2002, we had ten PSVs and seven AHTSs in the North Sea.

Brazil. The primary customer in the Brazilian market is Petrobras, the
Brazilian national oil company. Since 1999, Brazil has permitted foreign oil
companies to participate in offshore oil and gas drilling and production. In
2001, we also performed work in Brazil for two foreign oil companies utilizing
vessels which had been mobilized from the North Sea and the Gulf. Offshore
exploration and production activity in Brazil is concentrated in the deep water
Campos Basin, located 60 to 100 miles from the Brazilian coast. A number of
fields in the Campos Basin are being produced using floating production
facilities. In addition, exploration activity has expanded south to the Santos
Basin approximately 100 miles southeast of the city of Rio de Janeiro and to the
northeastern and northern continental shelves.

As of February 28, 2002, we had nine line-handling vessels, our SWATH crew boat
and two supply boats operating offshore Brazil. Eleven of our vessels operating
offshore Brazil are under charters with Petrobras.

Our Fleet

Existing Fleet. The following table sets forth information regarding the
vessels owned by us as of February 28, 2002:



|Type of Vessel           | No. of Vessels | Length    | Horsepower     
|------------------------ | -------------- | --------- | ---------------
|                         |                |           |                
|Supply Boats             | 48             | 166'230' | 1,950  6,000  
|PSVs                     | 11(1)          | 176'302' | 4,050  10,800 
|AHTSs                    | 7              | 196'275' | 11,140  23,800
|Crew/Line Handling Boats | 19(2)          | 105'125' | 1,200  10,600 



|(1) | Does not include two UT 745 design 279-foot PSVs scheduled for delivery in
  May and September of 2002.                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes the Stillwater River, our SWATH crew boat, but does not include
  three 155-foot crew boats scheduled for delivery in the fourth quarter of 2002
  and the first quarter of 2003.



As of February 28, 2002, the average age of our vessels was
16 years. We believe that our upgrade and refurbishment program, completed in
the first half of 1999, has significantly extended the service life of most of
our Gulf supply boats.

Vessel Maintenance. We incur routine dry-dock inspection,
maintenance and repair costs under U.S. Coast Guard Regulations and to maintain
American Bureau of Shipping certification for our vessels. In addition to
complying with these requirements, we also have our own comprehensive vessel
maintenance program that we believe helps us to continue to provide our
customers with well maintained, reliable vessels. We incurred approximately
$11.3 million, $7.7 million and $16.4 million in dry-docking and marine
inspection costs for the years ended December 31, 2001, 2000 and 1999,
respectively.

Operations Bases

We support our operations in the Gulf from a 62.5 acre
docking, maintenance and office facility in Houma, Louisiana located on the
intracoastal waterway that provides direct access to the Gulf. We also lease a
3,600 square foot office in Houston, Texas. Our North Sea operations are
supported from leased offices in Fosnaväg, Norway, Kristiansand, Norway and
Aberdeen, Scotland. Our Brazilian operations are supported from a maintenance
and administrative facility in Macae, Brazil and a sales and administrative
office in Rio de Janeiro.

Customers and Charter Terms

We have entered into master service agreements with
substantially all of the major and independent oil companies operating in the
Gulf. Most of our charters in the Gulf are short-term contracts (60 to 90 days)
or spot contracts (less than 30 days) and are cancelable upon short notice.
Because of frequent renewals, the stated duration of charters frequently has
little relationship to the actual time vessels are chartered to a particular
customer.

Our principal customers in the North Sea are major integrated
oil companies and large independent oil and gas companies as well as foreign
government owned or controlled companies that provide logistic, construction and
other services to such oil companies and foreign government organizations. The
charters with these customers are industry standard time charters. Current
charters in the North Sea include periods ranging from spot contracts of just a
few days or months to long-term contracts of several years. Seven of our North
Sea vessels are on long-term contracts (at least one year in duration). Any
charterer can, however, terminate its contract during the period upon payment of
agreed compensation. Our remaining North Sea vessels are chartered on a
short-term basis.

Charters are obtained through competitive bidding or, with
certain customers, through negotiation. The percentage of revenues attributable
to an individual customer varies from time to time, depending on the level of
exploration and development activities undertaken by a particular customer, the
availability and suitability of our vessels for the customer's projects, and
other factors, many of which are beyond our control. For the years ended
December 31, 1999 and 2000, approximately 19% and 10%, respectively, of our
total revenues were received from Statoil ASA. For 2001, 16% of our total
revenues were received from Exxon Mobil Corporation or its subsidiaries on a
worldwide basis.

Competition

Our business is highly competitive. Competition in the marine
support services industry primarily involves factors such as price, service and
reputation of vessel operators and crews, and availability and quality of
vessels of the type and size needed by the customer. Although a few of our
competitors are larger and have greater financial resources and international
experience than us, we believe that our operating capabilities and reputation
enable us to compete effectively with other fleets in the market areas in which
we operate.

Regulation

Our operations are significantly affected by federal, state
and local regulation, as well as certain international conventions, private
industry organizations and laws and regulations in jurisdictions where our
vessels operate and are registered. These regulations govern worker health and
safety and the manning, construction and operation of vessels. For example, we
are subject to the jurisdiction of the U.S. Coast Guard, the National
Transportation Safety Board, the U.S. Customs Service and the Maritime
Administration of the U.S. Department of Transportation, as well as private
industry organizations such as the American Bureau of Shipping. These
organizations establish safety criteria and are authorized to investigate vessel
accidents and recommend improved safety standards.

The U.S. Coast Guard regulates and enforces various aspects
of marine offshore vessel operations, such as classification, certification,
routes, dry-docking intervals, manning requirements, tonnage requirements and
restrictions, hull and shafting requirements and vessel documentation. Coast
Guard regulations require that each of our vessels be dry-docked for inspection
at least twice within a five-year period. We believe we are in compliance in all
material respects with all Coast Guard regulations.

Under the Merchant Marine Act of 1920, as amended, the
privilege of transporting merchandise or passengers in domestic waters extends
only to vessels that are owned by U.S. citizens and are built in and registered
under the laws of the U.S. A corporation is not considered a U.S. citizen
unless, among other things, no more than 25% of any class of its voting
securities are owned by non-U.S. citizens. If we should fail to comply with
these requirements, during the period of such noncompliance we would not be
permitted to continue operating our vessels in coastwise trade.

Our operations are also subject to a variety of federal and
state statutes and regulations regarding the discharge of materials into the
environment or otherwise relating to environmental protection. Included among
these statutes are the Clean Water Act, the Resource Conservation and Recovery
Act ("RCRA"), the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), the Outer Continental Shelf Lands Act ("OCSLA")
and the Oil Pollution Act of 1990 ("OPA").

The Clean Water Act imposes strict controls on the discharge
of pollutants into the navigable waters of the U.S., and imposes potential
liability for the costs of remediating releases of petroleum and other
substances. The Clean Water Act provides for civil, criminal and administrative
penalties for any unauthorized discharge of oil and other hazardous substances
in reportable quantities and imposes substantial potential liability for the
costs of removal and remediation. Many states have laws that are analogous to
the Clean Water Act and also require remediation of accidental releases of
petroleum in reportable quantities. Our vessels routinely transport diesel fuel
to offshore rigs and platforms, and also carry diesel fuel for their own use.
Our supply boats transport bulk chemical materials used in drilling activities,
and also transport liquid mud which contains oil and oil by-products. All
offshore companies operating in the U.S. are required to have vessel response
plans to deal with potential oil spills.

RCRA regulates the generation, transportation, storage,
treatment and disposal of onshore hazardous and non-hazardous wastes, and
requires states to develop programs to ensure the safe disposal of wastes. We
generate non-hazardous wastes and small quantities of hazardous wastes in
connection with routine operations. We believe that all of the wastes that we
generate are handled in compliance with RCRA and analogous state statutes.

CERCLA contains provisions dealing with remediation of
releases of hazardous substances into the environment and imposes strict, joint
and several liability for the costs of remediating environmental contamination
upon owners and operators of contaminated sites where the release occurred and
those companies who transport, dispose of or who arrange for disposal of
hazardous substances released at the sites. Although we handle hazardous
substances in the ordinary course of business, we are not aware of any hazardous
substance contamination for which we may be liable.

OCSLA provides the federal government with broad discretion
in regulating the release of offshore resources of oil and gas production. If
the government were to exercise its authority under OCSLA to restrict the
availability of offshore oil and gas leases, this could reduce demand for our
Gulf vessels and adversely affect utilization and day rates.

OPA contains provisions specifying responsibility for removal
costs and damages resulting from discharges of oil into navigable waters or onto
the adjoining shorelines. Among other requirements, OPA requires owners and
operators of vessels over 300 gross tons to provide the U.S. Coast Guard with
evidence of financial responsibility to cover the costs of cleaning up oil
spills from such vessels. We have provided satisfactory evidence of financial
responsibility to the U.S. Coast Guard for all of our Gulf vessels over 300
tons.

We believe we are in compliance in all material respects with
all applicable environmental laws and regulations to which we are subject. Our
vessels operating in foreign market areas are subject to regulatory controls
concerning environmental protection similar to those in force in the Gulf. We
believe that compliance with any existing environmental requirements will not
materially affect our operations or competitive position.

Insurance

The operation of our vessels is subject to various risks,
such as catastrophic marine disaster, adverse weather conditions, mechanical
failure, collision and navigation errors, all of which represent a threat to
personnel safety and to our vessels and cargo. We maintain insurance coverage
against certain of these risks, which management considers to be customary in
the industry. We believe that our insurance coverage is adequate and we have not
experienced a loss in excess of our policy limits. However, there can be no
assurance that we will be able to maintain adequate insurance at rates which we
consider commercially reasonable, nor can there be any assurance that such
coverage will be adequate to cover all claims that may arise.

Employees

As of February 28, 2002, we had 1,115 employees worldwide, including 1,038
operating personnel and 113

Union Activity

Our U.S. employees have not chosen to be represented by a
labor union and are not covered by a collective bargaining agreement. We,
together with other providers of marine support vessels, have been a target of
five maritime labor unions' efforts to organize our Gulf employees since May
2000. An unfair labor practice charge has been filed against us with the
National Labor Relations Board (the "NLRB") by the unions seeking an
order that we permit their organizers access to our properties. A similar prior
charge was withdrawn. If our Gulf employees were to become union represented, we
believe that our flexibility in dealing with changing circumstances in our
industry or in our own operations could be limited and we could be adversely
affected.

Our Norwegian seamen are covered by three union contracts
with three separate Norwegian unions. Our United Kingdom ("U.K.")
seamen are covered by two union contracts with two separate unions. We believe
our relationships with our employees in Norway and the U.K. are satisfactory. We
filed an unfair labor practice charge with the NLRB against two unions in
relation to a secondary boycott by a Norwegian union that does not represent our
employees. Although the NLRB refused to issue a complaint in that action and our
appeal was denied, our motion for rehearing is currently pending before the
General Counsel of the NLRB. We filed an action against a union in the U.K.,
which does not represent our employees, alleging that it illegally interfered
with certain of our business relationships and that it is attempting to force us
to engage in unfair labor practices. That action is currently pending before a
London court.

As a result of union activity in Southeast Asia, a
Singapore-based company with which we negotiated a joint venture arrangement in
June 2001 informed us that it no longer wished to proceed with us under that
arrangement. We repurchased that company's interest in the joint venture, which
effectively terminated the arrangement. Future union activity in our
international markets could adversely affect our international business
operations.

Cautionary Statements

Certain statements made in this Annual Report that are not
historical facts are "forward-looking statements." Such forward-looking
statements may include statements that relate to:

- our objectives, business plans or strategies, and projected or anticipated
    benefits or other consequences of such plans or strategies;
- projected or anticipated benefits from future or past acquisitions;
- and projections involving anticipated capital expenditures or revenues,
    earnings or other aspects of capital projects or operating results.

Also, you can generally identify forward-looking statements
  by such terminology as "may," "will," "expect," "believe,"
  "anticipate," "project," "estimate" or similar expressions.
  We caution you that such statements are only predictions and not guarantees of
  future performance or events. In evaluating these statements, you should
  consider various risk factors, including but not limited to the risks listed
  below. These risk factors may affect the accuracy of the forward-looking
  statements and the projections on which the statements are based.

All phases of our operations are subject to a number of
  uncertainties, risks and other influences, many of which are beyond our
  control. Any one of such influences, or a combination, could materially affect
  the results of our operations and the accuracy of forward-looking statements
  made by us. Some important factors that could cause actual results to differ
  materially from the anticipated results or other expectations expressed in our
  forward-looking statements include the following:

- dependence on the oil and gas industry, including the volatility of prices
    of oil and gas, industry perceptions about future oil and gas prices and
    their effect on industry conditions;
- industry volatility, including the level of offshore drilling and
    development activity and changes in the size of the offshore vessel fleet in
    areas where we operate due to new vessel construction and the mobilization
    of vessels between market areas;
- operating hazards, including the significant possibility of accidents
    resulting in personal injury, property

Many of these factors are beyond our ability to control or
predict. We caution investors not to place undue reliance on forward-looking
statements. We disclaim any intent or obligation to update the forward-looking
statements contained in this Annual Report, whether as a result of receiving new
information, the occurrence of future events or otherwise, other than as
required by law.

In addition to the other information in this Annual Report,
the following factors should be considered carefully.

Market volatility and low oil and natural gas prices affect
demand for our services.

Demand for our services depends heavily on activity in
offshore oil and gas exploration, development and production. The level of
exploration and development activity typically decreases when oil and natural
gas prices decrease. The North Sea market is also susceptible to changes in
industry activity due to energy price volatility, although the use of long-term
contracts in the North Sea generally delays the reaction to fluctuations in
energy prices. A decline in the worldwide demand for oil and gas or prolonged
low oil or natural gas prices depress offshore drilling and development
activity. A prolonged low level of activity in the Gulf and other areas where we
operate will adversely affect the demand for our marine support services and
substantially reduce our revenues.

Charter rates for marine support vessels also depend on the
supply of vessels. Excess vessel capacity in the industry can result primarily
from the construction of new vessels and the mobilization of vessels between
market areas. During the late 1990s there was a significant increase in
construction of vessels of the type operated by us, for use both in the Gulf and
the North Sea. There are additional new vessels currently under construction in
both the Gulf and the North Sea. The addition of new capacity to the worldwide
offshore marine fleet increases competition in those markets where we operate.
The addition of capacity coupled with a prolonged period of low oil and gas
prices increases competition and reduces our day rates and utilization levels.

We operate in a highly competitive industry.

Our business is highly competitive. Certain of our
competitors have significantly greater financial resources than us and more
experience operating in international areas. Competition in the marine support
services industry primarily involves factors such as:

- price, service and reputation of vessel operators and crews; and



Operating hazards may increase our operating costs; our insurance coverage is
limited.

Marine support vessels are subject to operating risks such as
catastrophic marine disaster, adverse weather conditions, mechanical failure,
collisions, oil and hazardous substance spills and navigation errors. The
occurrence of any of these events may result in damage to or loss of our vessels
and our vessels' tow or cargo or other property and in injury to passengers and
personnel. Such occurrences may also result in a significant increase in
operating costs or liability to third parties. We maintain insurance coverage
against certain of these risks, which our management considers to be customary
in the industry. We cannot assure you, however, that we can renew our existing
insurance coverage at commercially reasonable rates or that such coverage will
be adequate to cover future claims that may arise. In addition, the terrorist
attacks that took place in the U.S. on September 11, 2001 have caused an
increase in the cost of our insurance coverage and could impact our ability to
renew our existing coverage in the future.

Compliance with governmental regulations may impose
additional costs.

We must comply with federal, state and local regulations, as
well as certain international conventions, private industry organizations and
agencies and laws and regulations in jurisdictions where our vessels operate and
are registered. These regulations govern worker health and safety and the
manning, construction and operation of vessels. These organizations establish
safety criteria and are authorized to investigate vessel accidents and recommend
approved safety standards. If we fail to comply with the requirements of any of
these laws or the rules or regulations of these agencies and organizations, we
could be subject to substantial fines, penalties or other restrictions.

Our operations also are subject to federal, state and local
laws and regulations that control the discharge of pollutants into the
environment and that otherwise relate to environmental protection. While our
insurance policies provide coverage for accidental occurrence of seepage and
pollution or clean up and containment of the foregoing, pollution and similar
environmental risks generally are not fully insurable. We may incur substantial
costs in complying with such laws and regulations, and noncompliance can subject
us to substantial liabilities. The laws and regulations applicable to us and our
operations may change. If we violate any of such laws or regulations, this could
result in significant liability to us. In addition, any amendment to such laws
or regulations that mandates more stringent compliance standards would likely
cause an increase in our vessel operating expenses.



In the Gulf, we have historically enjoyed our highest
utilization rates during the second and third quarters, as mild weather provides
favorable conditions for offshore exploration, development and construction.
Adverse weather conditions during the winter months generally curtail offshore
development operations. Activity in the North Sea is also subject to delays
during periods of adverse weather. Accordingly, the results of any one quarter
are not necessarily indicative of annual results or continuing trends.

Age of fleet.

The average age of our vessels is approximately 16 years.
Expenditures required for the repair, certification and maintenance of a vessel
typically increase with vessel age. These expenditures may increase to a level
at which they are no longer economically justifiable. We cannot assure you that
we will be able to maintain our fleet by extending the economic life of existing
vessels through major refurbishment or by acquiring new or used vessels.

Currency fluctuations could adversely affect our results of
operations.



Operating internationally poses uncertain hazards.

Our international operations are subject to a number of risks
inherent to any business operating in foreign countries. These risks include,
among others:

- Political instability;

- Potential vessel seizure or nationalization of assets;

- Currency restrictions and exchange rate fluctuations; and

- Import and export quotas and other forms of public and governmental
      regulation.

All of these risks are beyond our control. We cannot predict
the nature and the likelihood of any

We depend on key personnel.

We depend on the continued services of our executive officers
and other key management personnel, particularly our Chairman and our Chief
Executive Officer. If we were to lose any of these officers or other management
personnel, such a loss could result in inefficiencies in our operations, lost
business opportunities or the loss of one or more customers.

A terrorist attack could have a material adverse effect on
our business.

The terrorist attacks that took place on September 11, 2001
in the U.S. were unprecedented events that have created many economic and
political uncertainties, some of which may materially impact our business. The
long-term effects of those attacks on our business are unknown. The potential
for future terrorist attacks, the national and international response to
terrorist attacks, and other acts of war or hostility have created many economic
and political uncertainties, which could adversely affect our business for the
short or long-term in ways that cannot presently be predicted.

Item 3.Legal Proceedings

We are involved in various legal and other proceedings that
are incidental to the conduct of our business. We do not believe that any of
these proceedings, if adversely determined, would have a material adverse effect
on our financial condition, results of operations or cash flows.

Item 4.Submission of Matters To a Vote Of Security
Holders

None.

Item 4A.Executive Officers of The Registrant

The name, age and offices held by each of the executive
officers of the Company as of February 28, 2002, are as follows:

|Name                 | Age | Position                                             
|-------------------- | --- | -----------------------------------------------------
|Ronald O. Palmer     | 55  | Chairman of the Board                                
|Thomas E. Fairley    | 54  | President and Chief Executive Officer                
|Victor M. Perez      | 49  | Vice President, Chief Financial Officer and Treasurer
|Kenneth W. Bourgeois | 54  | Vice President and Controller                        
|Michael D. Cain      | 53  | Vice President, Marketing                            
|Charles M. Hardy     | 56  | Vice President, Operations                           
|Charles E. Tizzard   | 51  | Vice President, Administration                       
|                     |     |                                                      

Ronald O. Palmer has been a director since October
1993 and Chairman of the Board since May 1997. Mr. Palmer also served as
Executive Vice President from February 1995 to May 1997. Mr. Palmer joined Mr.
Fairley in founding our predecessor company in 1980 and served as Vice
President, Treasurer and Chief Financial Officer until February 1995.

Thomas E. Fairley, who co-founded our predecessor company
with Mr. Palmer in 1980, has been President and Chief Executive Officer and a
director since October 1993. From October 1993 to May 1997, Mr. Fairley also
served as our Chairman of the Board. Mr. Fairley is also a director of Gulf
Island Fabrication, Inc., a leading marine fabricator.

Victor M. Perez has served as our Vice President, Chief
Financial Officer and Treasurer since February 1995.

Kenneth W. Bourgeois has served as our Vice President and
Controller since October 1993. Mr. Bourgeois also served as the controller of
our predecessor company from December 1981 to October 1993. Mr. Bourgeois is a
Certified Public Accountant.

Michael D. Cain has served as our Vice President,
Marketing since February 1993. From 1986 to 1993, Mr. Cain served as Marketing
Manager for our predecessor company.

Charles M. Hardy has served as our Vice President of
Domestic Operations since July 2000. From May 1996 to July 2000, Mr. Hardy
served as President of Offshore Towing, Inc. From 1993 to 1996, Mr. Hardy was
employed by Tidewater Marine, Inc. as Vice PresidentTowing Division.

Charles E. Tizzard has served as our Vice President,
Administration since June 1997. From October 1994 to June 1997, Mr. Tizzard
served as Manager of Administration and Planning.



PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder
    Matters

Our common stock is listed for quotation on the Nasdaq
National Market under the symbol "TMAR". At February 28, 2002, we had 75 holders
of record of our common stock.

The following table sets forth the range of high and low
closing sales prices of our common stock as reported by the Nasdaq National
Market for the periods indicated.



|                                          | High   | Low   
|----------------------------------------- | ------ | ------
|                                          |        |       
|2000                                      |        |       
|First quarter                             | $ 8.88 | $ 5.06
|Second quarter                            | 13.00  | 6.69  
|Third quarter                             | 17.13  | 9.38  
|Fourth quarter                            | 19.33  | 12.00 
|                                          |        |       
|2001                                      |        |       
|First quarter                             | $17.81 | $14.00
|Second quarter                            | 15.00  | 10.64 
|Third quarter                             | 10.39  | 5.10  
|Fourth quarter                            | 7.67   | 5.70  
|                                          |        |       
|2002                                      |        |       
|First quarter (through February 28, 2002) | $ 7.98 | $ 5.84

We do not plan to pay cash dividends on our common stock. We
intend to retain all of the cash our business generates to meet our working
capital requirements and fund future growth. In addition, our debt agreements
prohibit us from paying dividends on our common stock.

Item 6.Selected Financial Data

The selected financial data presented below for the five
fiscal years ended December 31, 2001 is derived from our audited consolidated
financial statements. You should read this information, together with the
discussion under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements.



|                                        | Year ended December 31,                                      
|--------------------------------------- | -------------------------------------------------------------
|                                        |                                                              
|                                        | 2001                                                         
|                                        |                                                              
|                                        | (Financial
      data in thousands, except per share amounts)
|Statement of Operations Data:           |                                                              
|Revenues                                | $ 182,625                                                    
|Direct operating expenses and other(2)  | 132,484                                                      
|Depreciation and amortization           | 32,888                                                       
|                                        |                                                              
|Operating income (loss)                 | $ 17,253                                                     
|                                        |                                                              
|Income (loss) before extraordinary item | $ (6,923)                                                    
|Extraordinary item, net of taxes        |                                                             
|                                        |                                                              
|Net income (loss)                       | $ (6,923)                                                    
|                                        |                                                              
|Diluted Per Share Data:(3)              |                                                              
|Income (loss) before extraordinary item | $   (0.19)                                                   
|Extraordinary item, net of taxes        |                                                             
|                                        |                                                              
|Net income (loss)                       | $   (0.19)                                                   
|                                        |                                                              

|Balance Sheet Data:         |           |            |            |            |           
|--------------------------- | --------- | ---------- | ---------- | ---------- | ----------
|Working capital (deficit)   | $  43,175 | $   28,763 | $  (1,478) | $    9,358 | $    7,831
|Property and equipment, net | $450,057  | $491,062   | $553,388   | $570,409   | $505,056  
|Total assets                | $655,712  | $678,122   | $730,579   | $768,890   | $698,781  
|Long term debt              | $300,555  | $320,682   | $393,510   | $402,518   | $359,385  
|Stockholders' equity        | $291,726  | $299,581   | $270,108   | $284,240   | $261,500  

__________________

|(1) | The data for 1997 reflects the results of our North Sea operations for
  December 1997 only and the consolidation of its assets and liabilities with
  those of the Company at December 31, 1997.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes asset write-downs of $24,260,000 in 2001 and $1,111,000 in 1999.                                                                                                                        
|(3) | Per share data has been adjusted to reflect a 100% stock dividend effective
  June 9, 1997.                                                                                                      

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

General

We are a leading provider of marine support vessels to the
oil and gas industry primarily in the U.S. Gulf of Mexico, the North Sea, Latin
America and, most recently, in West Africa. We currently have a total fleet of
85 vessels, including 48 supply vessels, 11 large capacity platform supply
vessels, seven large anchor handling, towing and supply vessels, 10 crew boats
and nine line-handling vessels.

Our results of operations are affected primarily by the day
rates we receive and our fleet utilization. Demand for our vessels is primarily
impacted by the level of offshore oil and gas drilling activity, which is
primarily influenced by oil and gas prices and drilling budgets of oil and gas
companies. As a result, oil and gas prices significantly affect our vessel
utilization and day rates. Our day rates and utilization rates are also affected
by the size, configuration and capabilities of our fleet. In the case of supply
boats, PSVs and AHTSs, their deck space and liquid mud and dry bulk cement
capacity are important attributes. In certain markets and for certain customers,
horsepower and dynamic positioning systems are also important requirements. For
crew boats, size and speed are important factors. Our day rates and utilization
can also be affected by the supply of other vessels available in a given market
area with similar configurations and capabilities.

Our operating costs are primarily 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 our
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, we incur fixed charges
related to the depreciation of our fleet and costs for the routine dry-dock
inspection, maintenance and repair designed to ensure compliance with U.S. Coast
Guard regulations and to maintain required certifications for our vessels.
Maintenance and repair expense and marine inspection amortization charges are
generally determined by the aggregate number of dry-dockings and other repairs
undertaken in a given period. Costs incurred for dry-dock inspection and
regulatory compliance are capitalized and amortized over the period between such
dry-dockings, typically two to five years.

Results of Operations

The table below sets forth by vessel class, the average day
rates and utilization for our vessels and the average number of vessels we owned
during the periods indicated. We sold all of our six lift boats in the second
quarter of 2000.



|                                    | Year ended December 31,
|----------------------------------- | -----------------------
|                                    |                        
|                                    | 2001                   
|                                    |                        
|Average vessel day rates(1)         |                        
|Supply boats                        | $ 7,043                
|PSVs/AHTSs (North Sea)              | 11,884                 
|Crew/line handling boats            | 2,714                  
|Average vessel utilization rates(2) |                        
|Supply boats                        | 69%                    
|PSVs/AHTSs (North Sea)              | 93%                    
|Crew/line handling boats            | 78%                    
|Average number of vessels:          |                        
|Supply boats                        | 52.5                   
|PSVs/AHTSs (North Sea)              | 18.0                   
|Crew/line handling boats            | 20.5                   

__________________

|(1) | Average vessel day rate is calculated by dividing a vessel's total
    revenues in a period by the total number of days such vessel was under
    contract during such period.    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Average vessel utilization is calculated by dividing the total number of
    days for which a vessel is under contract in a period by the total number of
    days in such period.

Set forth below is the internal allocation of our charter
revenues and charter revenues less direct operating expenses among vessel
classes for each of the periods indicated (dollars in thousands).

|                                                                 | Year ended December 31,
|---------------------------------------------------------------- | -----------------------
|                                                                 |                        
|                                                                 | 2001                   
|                                                                 |                        
|Charter Revenues:                                                |                        
|Supply boats                                                     | $ 93,370               
|PSVs/AHTSs (North Sea)                                           | 73,228                 
|Crew/line handling boats                                         | 15,929                 
|Other                                                            | --                     
|                                                                 |                        
|                                                                 | $ 182,527              
|                                                                 |                        
|Charter Revenues less direct vessel operating
         expenses: |                        
|Supply boats                                                     | $ 51,670               
|PSVs/AHTSs (North Sea)                                           | 45,311                 
|Crew/line handling boats                                         | 3,929                  
|Other                                                            | --                     
|                                                                 |                        
|                                                                 | $100,910               
|                                                                 |                        





Comparison of the Year Ended December 31, 2001 to the Year Ended December 31,
2000

Our revenues for 2001 were $182.6 million, an increase of
37.4%, compared to $132.9 million for 2000. The increase was due primarily to
improved average day rates for our supply boats in the Gulf and the increase in
day rates and utilization for our North Sea fleet resulting from increased North
Sea drilling activity. In the third quarter of 2001, we began to experience
decreased utilization and day rates for our Gulf fleet due to lower oil and gas
prices and decreased offshore drilling activity.

Our average supply boat day rates in the Gulf increased 64.8%
to $7,043 for 2001, compared to $4,273 for 2000. The average day rates for our
fleet of crew boats and line handling vessels increased 8.5% to $2,714 compared
to $2,502 during 2000.

Utilization for our Gulf supply boat fleet decreased to 69%
in 2001 from 72% in 2000 due to lower oil and gas prices and the decrease in
offshore drilling activity in the Gulf in the last half of 2001. Utilization for
the crew boats and line handling vessels decreased to 78% in 2001, compared to
81% in 2000, due to the decrease in activity in the Gulf and because two of the
line handlers in Brazil were off contract for part of the year.

Average day rates for our North Sea vessels in 2001 increased
20.2% to $11,884 compared to $9,888 for 2000. Vessel utilization was 93% for
2001, compared to 82% for 2000. As a result of improved market conditions in the
North Sea in 2000, we reactivated two North Sea PSVs in mid-2000. Our last
inactive North Sea PSV was brought back into service in the first quarter of
2001.

During 2001, direct vessel operating expenses increased to
$82.1 million (45.0% of revenues), compared to $67.4 million (50.7% of revenues)
for 2000 due to increases in labor costs and maintenance expenses and the
re-activation of a total of nine vessels from mid-2000 through 2001. Direct
vessel operating expenses as a percentage of revenues decreased in 2001
primarily due to the increase in average vessel day rates for our Gulf supply
boats and the increase in day rates and utilization for the North Sea fleet.

During the third quarter of 2001, we recorded an asset
write-down in the amount of $24.3 million, before taxes. This non-cash charge
was due to the write-down of eight vessels. Six of these vessels had been
deactivated or "cold-stacked" for an extended period and have been
permanently withdrawn from service. These vessels were part of larger fleet
acquisitions completed in 1996 and 1997 that had not undergone upgrade and
refurbishment as we had done with the rest of our Gulf supply boat fleet.

Depreciation and amortization expense was $32.9 million in
2001, down from $33.4 million for 2000, due to the sale of our lift boats in the
second quarter of 2000, and the write-down of the book value of eight vessels in
the third quarter of 2001. Amortization of marine inspection costs decreased to
$13.4 million for 2001, from $13.8 million for 2000.

Our general and administrative expenses increased to $13.6
million (7.4% of revenues) in 2001, from $10.8 million (8.1% of revenues) for
2000 principally due to increases in salaries, benefits and professional fees.
General and administrative expenses, as a percentage of revenues, decreased in
2001 due to the increase in average day rates for our Gulf supply boats and the
increase in day rates and utilization for the North Sea fleet.

Interest expense decreased to $26.2 million during 2001
compared to $29.9 million during 2000, due to the reduction of our debt in 2001.

In 2001, we had income tax benefit of $3.3 million, compared
to income tax benefit of $5.3 million in 2000. Our effective income tax rate for
2001 was 32 %. The variance from our statutory rate is due to income contributed
by our Norwegian operations, which is deferred at the Norwegian statutory rate
of 28%, as it is our intent to reinvest the unremitted earnings and postpone
their repatriation indefinitely.

Comparison of the Year Ended December 31, 2000 to the Year Ended December
31,1999

Our revenues for 2000 were $132.9 million, an increase of
20.0%, compared to $110.8 million for 1999. The increase was due primarily to
improved average day rates and utilization for our supply boat fleet in the Gulf
resulting from increased drilling activity. Late in the third quarter of 1999,
we began to experience increased utilization and day rates for our Gulf fleet.
However, the North Sea, which was slower to decline in 1998 than the Gulf, did
not experience any improvement until the second quarter of 2000.

Our average supply boat day rates in the Gulf increased 29.8%
to $4,273 for 2000, compared to $3,292 for 1999. The average day rates for our
fleet of crew boats and line handling vessels increased 30.7% to $2,502,
compared to $1,914 during 1999.

Utilization for our Gulf supply boat fleet increased to 72%
in 2000 from 59% in 1999. Utilization for the crew boats and line handling
vessels decreased to 81% in 2000, compared to 83% in 1999, due to the
dry-docking of a majority of our line-handling vessels in 2000, and the
scheduled dry-docking of our SWATH vessel in Brazil.

Average day rates for our North Sea vessels in
2000
decreased 1.6% to $9,888, compared to $10,049 for 1999. Our average day rate in
the North Sea, as expressed in U.S. Dollars, was impacted by the Norwegian
Kroner, which on average, depreciated by approximately 13% against the U.S.
Dollar in 2000 compared to 1999. Vessel utilization was 82% for 2000, compared
to 85% for 1999. As a result of low market day rates and utilization in 1999, we
elected to deactivate two of our North Sea PSVs in the third quarter of 1999. A
third PSV was de-activated in the fourth quarter of 1999. As a result of
improving market conditions, we reactivated two of these three vessels late in
the second quarter of 2000. We reactivated the remaining vessel in the first
quarter of 2001.

During 2000, direct vessel operating expenses were
essentially unchanged at $67.4 million (50.7% of revenues), compared to $67.7
million (61.0% of revenues) for 1999. Direct vessel operating expenses as a
percentage of revenues decreased in 2000 due primarily to the increase in
utilization and average vessel day rates for our Gulf fleet.

Depreciation and amortization expense increased to $33.4
million for 2000, up from $32.9 million for 1999, due to the depreciation, for a
full year, of two new vessels we placed into service in mid-1999. Amortization
of marine inspection costs decreased to $13.8 million for 2000, from $13.9
million for 1999.

Our general and administrative expenses increased to $10.8
million (8.1% of revenues) in 2000, from $10.0 million (9.0% of revenues) for
1999 principally due to increases in salaries, benefits and professional fees
associated with our international operations. General and administrative
expenses, as a percentage of revenues, decreased in 2000 due to the increase in
utilization and average day rates for our Gulf fleet.

Interest expense decreased to $29.9 million during 2000,
compared to $32.0 million during 1999, due to the reduction of our debt in 2000.

In 2000, we had income tax benefit of $5.3 million, compared
to income tax benefit of $15.8 million in 1999. Our effective income tax rate
for 2000 was 28.4%. The variance from our statutory rate is due to income
contributed by our Norwegian operations, which is deferred at the Norwegian
statutory rate of 28%, as it is our intent to 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 2001,
$49.4 million in funds were provided by operating activities, net of $11.3
million of dry-docking and vessel inspection costs, a significant improvement
from last year when we generated $539,000 in funds from operating activities,
net of $7.7 million of dry-docking and vessel inspection costs. This improvement
in funds generated from operating activities is principally due to the increase
in operating income, before giving effect to the $24.3 million non-cash asset
write-down, resulting from the increasein day rates for our Gulf supply
boats and the increase in day rates and utilization for our North Sea vessels.During 2001, $21.5 million in funds were used in financing activities, which
was due to a net reduction of our debt of $22.5 million. This compares to 2000
when $4.0 million in funds were provided by financing activities, which was
principally due to our issuing $39.4 million of common stock and $28.4 million
of long-term debt, offset in part by the repayment of $63.6 million of debt.
During 2001, $13.9 million of funds were used in investing activities, primarily
due to capital expenditures of $15.3 million, reduced by the proceeds from the
cash sale of two crew boats for $1.8 million. This compares to $8.1 million
provided by investing activities in 2000, which was due principally to $14.0
million in proceeds from the sale of assets, offset in part by $5.6 million of
capital expenditures. We do not have any financing arrangements that we are not
required to disclose under generally accepted accounting principles.

We have outstanding approximately $247.9 million in 81⁄2%
senior notes due 2005. The senior notes are unsecured and are required to be
guaranteed by all of our significant subsidiaries. The senior notes may be
prepaid, at our option, in whole or in part, at a redemption price equal to
104.25% plus accrued and unpaid interest, with the redemption price declining
ratably on August 1, 2002 and each of the succeeding two 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
2.25 to 1, except that we may incur additional debt under our credit facility up
to a maximum aggregate amount of $65 million. The indenture also contains
covenants that restrict our ability to create certain liens, sell assets, or
enter into certain mergers or acquisitions.

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 February 28, 2002, we
had $2.5 million in stand-by letters of credit outstanding under the bank credit
facility and no outstanding borrowings. The stand-by betters 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 after June 30, 2002. This
is due to expected borrowings under the Norwegian Kroner credit facility to fund
the two platform supply vessels we are building, prior to seeing the benefit of
the resulting cash flow from the new vessels until after they are placed in
service. With the exception of $2.5 million in stand-by letters of credit, we do not have any borrowings outstanding under this bank facility and
do not expect to borrow any additional amounts under this facility to fund our operations during this
period. We have discussed this covenant with our bank lenders, and if current
market conditions continue, we expect to revise the covenant during the second
quarter of 2002. 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, our future borrowing capability, including the issuance of letters of credit, could be diminished,
and we may be required to replace or secure with cash deposits the existing
letters of credit.

We also maintain a revolving credit facility payable in
Norwegian Kroner (NOK) in the current amount of NOK 350 million ($39.0 million).
The commitment amount for this bank facility is reduced by NOK 50 million ($5.6
million) every six months, with the NOK 200 million ($22.3 million) balance of
the commitment to expire in June 2003. As of February 28, 2002, we had NOK 220
million ($24.7 million) of debt outstanding under the facility. We also have a
term loan in the amount of NOK 65.0 million ($7.2 million). The commitment
amount for this loan is reduced by NOK 12.5 million ($1.4 million) every six
months with the balance of the commitment to expire June 2003. As of February
28, 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 7.7% as of December 31, 2001. These facilities are
collateralized by mortgages on certain of our North Sea vessels.

We have received a written commitment, subject to execution
of final loan documentation, for a new credit facility in the amount of NOK 800
million ($89.2 million). This facility will replace the existing NOK 350 million
revolving facility and will be used for general corporate purposes. The new
credit facility will be collateralized by a mortgage on the same vessels
securing the existing credit facility and the two PSVs under construction in
Norway when they are delivered. The commitment is reduced by NOK 40 million
($4.5 million) every six months beginning March 2003, with the balance of the
commitment to expire in seven years. The new bank facility is expected to
contain covenants that are substantially similar to those in the existing credit
facility and require that our North Sea operating unit maintain certain
financial ratios and limits its ability to create liens, or merge or consolidate
with other

In June 2001 we signed definitive agreements to acquire two
279-foot PSVs for a cost of approximately NOK 390.7 million ($43.5 million). The
two state-of-the-art, UT 745 design vessels, equipped with DP2 (dynamic
positioning) systems, are currently under construction in Norway and are slated
for delivery in May and September 2002. Payment terms for each of the vessels
call for payments equal to 20% during construction and 80% upon delivery. 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 December 31, 2001, we had paid
approximately $5.9 million of the construction costs. Expenditures for these
vessels are expected to total approximately $47.9 million during 2002.

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.

Critical Accounting Policies













New Accounting Standards

On June 29, 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 supercedes Accounting Principles Board
("APB") Opinion No. 16, "Business Combinations," to prohibit
use of the pooling-of-interest (pooling) method of accounting for business
combinations initiated after the issuance date of SFAS No. 141. 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 will be 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. If the
fair value of a reporting unit is less than its book value, an impairment loss
will be recognized and treated as a change in accounting principle. 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.

The provisions of SFAS No. 141 and SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001. SFAS No. 142 must
be adopted at the beginning of a fiscal year. Accordingly, the Company will no
longer amortize goodwill effective January 1, 2002. Amortization of goodwill for
the years ended December 31, 2001 and 2000 was $2,613,163 and $2,671,000,
respectively. Based on the Company's initial interpretations of SFAS No. 141 and
SFAS No. 142, the Company does not believe the implementation of these
Statements will have a material impact on the Company's cash flow or financial
condition. However, a change in the fair value of any of the Company's
significant subsidiaries could materially change this preliminary determination.

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.

During August 2001, the Financial Accounting Standards Board
issued 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 provisions of
SFAS No. 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years,
with early application encouraged. The Company is presently evaluating the
impact of implementing SFAS No. 144, but presently does not believe it will have
a material impact on the Company's net income, cash flows or financial
condition.

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
effective for financial statements for fiscal years beginning after June 15,
2002, with earlier application encouraged. The Company is currently evaluating
the impact of this proposed pronouncement and has not quantified the proposed
impact at this time. As of December 31, 2001 the company had capitalized net
deferred marine inspection costs of $17,987,000.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Our market risk exposures primarily include interest rate and
exchange rate fluctuation on derivative and financial instruments as detailed
below. Our market risk sensitive instruments are classified as "other than
trading." The following sections address the significant market risks
associated with our financial activities during 2001. Trico's exposure to market
risk as discussed below includes "forward-looking statements" and
represents 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 differ from those estimated, based upon actual fluctuations in foreign
currency exchange rates, interest rates and the timing of transactions.

Interest Rate Sensitivity

We have entered into a number of variable and fixed rate debt
obligations, denominated in both the U.S. Dollar and the Norwegian Kroner
(Norwegian debt payable in Norwegian Kroner), as detailed in Note 7 to our
consolidated financial statements. These 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 by, for example, refinancing balances
outstanding under our variable rate bank credit facilities with fixed-rate debt
or by entering into interest rate swap agreements, when deemed appropriate. In
February, 2000 we sold certain interest rate swap agreements for approximately
$360,000. As of December 31, 2001 and 2000 we had no outstanding interest rate
swap contracts.

As of December 31, 2001 and 2000, we had $35.3 million and
$52.7 million, respectively, in variable rate debt. In 1999 we entered into
interest rate swap agreements in order to manage our interest rate exposure on a
portion of our variable rate debt. Under the terms of the agreement we paid a fixed rate of
interest on a notional amount of principal to a counterparty. The counterparty,
in turn, paid us a variable rate of interest on the same notional amount of
principal. The effect of the swap agreements was to limit our interest rate
exposure to a fixed percentage on a portion of the related debt obligation.

As of December 31, 2001, the carrying value of our long-term
fixed rate debt, including accrued interest, was $278.9 million, which included
our 8.5% Senior Notes ($256.6 million), 6.08% MARAD bonds ($6.4 million), and
6.11% MARAD bonds ($15.9 million). As of December 31, 2000, the carrying value
of our long-term fixed rate debt, including accrued interest, was $283.2
million. The fair value of our long-term fixed rate debt as of December 31, 2001
and 2000 was approximately $248.7 million and $266.7 million, respectively. Fair
value was determined using discounted future cash flows based on quoted market
prices, where available, on our current incremental borrowing rates for similar
types of borrowing arrangements as of the balance sheet dates. A hypothetical 1%
increase in the applicable interest rates would decrease the fair value of our
long-term fixed rate debt as of December 31, 2001 and 2000 by approximately $9.0
million and $11.1 million, respectively. The hypothetical fair values are based
on the same assumptions utilized in computing fair values.

As of December 31, 2001 and 2000, the carrying value of our
long-term variable rate debt, including accrued interest, was approximately
$35.3 million and $52.7 million, respectively, which included our U.S. and
Norwegian bank credit facilities. The fair value of this debt approximates the
carrying value because the interest rates are based on floating rates identified
by reference to market rates. Fair value was determined as noted above. A
hypothetical 1% increase in the applicable interest rates as of December 31,
2001 and 2000 would increase annual interest expense by approximately $353,000
and $527,000, respectively.

Foreign Currency Exchange Rate Sensitivity

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
foreign currency risk by attempting to contract as much foreign revenue as
possible in U.S. Dollars.

Item 8.Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

|                                                                                                          | Page
|--------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Accountants                                                                         | 21  
|Consolidated Balance Sheet as of December 31, 2001 and 2000                                               | 22  
|Consolidated Statement of Operations for the Years Ended December 2001,
      2000 and 1999               | 23  
|Consolidated Statement of Stockholders' Equity for the Years Ended
      December 31, 2001, 2000 and 1999 | 24  
|Consolidated Statement of Cash Flows for the Years Ended December 31,
      2001, 2000 and 1999           | 25  
|Notes to Consolidated Financial Statements                                                                | 26  



Report of Independent Accountants





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

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of Trico Marine
Services, Inc. and Subsidiaries (the "Company") at December 31, 2001
and 2000, and the results of their operations and their cash flows for each of
the three years ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. 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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



PricewaterhouseCoopers LLP



New Orleans, Louisiana
February 28, 2002



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

---

(Dollars in thousands)

ASSETS
2001

2000Current
        assets:Cash and
        cash equivalents
      $ 31,954
      
      $ 18,094Restricted
        cash
      670
      
      533Accounts
        receivable, net
      37,415
      
      36,340Prepaid
        expenses and other current assets
      3,159
      
      3,458Deferred
        income taxes
      706
      
      580Total
        current assets
      73,904
      
      59,005Property and
        equipment, at cost:Land and
        buildings
      3,806
      
      3,768Marine
        vessels
      555,595
      
      582,448Construction-in-progress
      7,154
      
      2,247Transportation
        and other
      4,429
      
      4,101570,984
      
      592,564Less
        accumulated depreciation and amortization
      120,927
      
      101,502Net property
        and equipment
      450,057
      
      491,062Goodwill,
        net
      85,728
      
      88,800Other assets
      28,926
      
      31,183Deferred
        income tax
      17,097
      
      8,072$ 655,712
      
      $ 678,122LIABILITIES
        AND STOCKHOLDERS' EQUITYCurrent
        liabilities:Current
        portion of long-term debt
      $ 4,540
      
      $ 5,973Accounts
        payable
      9,302
      
      8,027Accrued
        expenses
      5,370
      
      4,394Accrued
        insurance reserve
      1,766
      
      1,890Accrued
        interest
      9,150
      
      9,236Income tax
        payable
      601
      
      722Total
        current liabilities
      30,729
      
      30,242Long-term
        debt
      300,555
      
      320,682Deferred
        income taxes
      30,686
      
      25,466Other
        liabilities
      2,016
      
      2,151Total
        liabilities
      363,986
      
      378,541Commitments
        and contingenciesStockholders'
        equity:Preferred
        stock, $.01 par value, 5,000,000 authorized and no shares issued atDecember 31,
        2001 and 2000
      -
      
      -Common
        stock, $.01 par value, 55,000,000 shares authorized, 36,326,367 and36,317,617
        shares issued and 36,254,335 and 36,245,585 shares outstandingat December
        31, 2001 and 2000, respectively
      363
      
      363Additional
        paid-in capital
      337,283
      
      337,200Retained
        earnings
      17,531
      
      24,454Cumulative
        foreign currency translation adjustment
      (63,450)
      
      (62,435)Treasury
        stock, at par value, 72,032 shares at December 31, 2001 and 2000
      (1)
      
      (1)Total
        stockholders' equity
      291,726
      
      299,581$ 655,712
      
      $ 678,122


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



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

---

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

|                                                |                                            |            |                          |            |          |            | 2001 |            | 2000 |  | 1999 | 
|----------------------------------------------- | ------------------------------------------ | ---------- | ------------------------ | ---------- | -------- | ---------- | ---- | ---------- | ---- |  | ---- | 
|Revenues:                                       |                                            |            |                          |            |          |            |      |           
|                                                | Charter hire                               | $ 182,527  |                          | $ 132,786  |          | $ 110,643  |     
|                                                | Other vessel income                        | 98         |                          | 101        |          | 157        |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|                                                |                                            |            | Total revenues           | 182,625    |          | 132,887    |      | 110,800    |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Operating expenses:                             |                                            |            |                          |            |          |           
|                                                | Direct vessel operating expenses and other | 82,144     |                          | 67,435     |          | 67,692     |     
|                                                | General and administrative                 | 13,593     |                          | 10,756     |          | 10,024     |     
|                                                | Amortization of marine inspection costs    | 13,424     |                          | 13,831     |          | 13,898     |     
|                                                | Depreciation and amortization expense      | 32,888     |                          | 33,419     |          | 32,919     |     
|                                                | Asset write-down                           | 24,260     |                          | -          |          | 1,111      |     
|                                                | Gain on sales of assets                    | (937)      |                          | (3,921)    |          | (147)      |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|                                                |                                            |            | Total operating expenses | 165,372    |          | 121,520    |      | 125,497    |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Operating income (loss)                         | 17,253                                     |            | 11,367                   |            | (14,697) |           
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Interest expense                                | (26,232)                                   |            | (29,883)                 |            | (31,987) |           
|Amortization of deferred financing costs        | (1,366)                                    |            | (1,388)                  |            | (1,632)  |           
|Other income, net                               | 105                                        |            | 1,135                    |            | 951      |           
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Loss before income taxes and extraordinary item | (10,240)                                   |            | (18,769)                 |            | (47,365) |           
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Income tax benefit                              | (3,317)                                    |            | (5,332)                  |            | (15,785) |           
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Loss before extraordinary item                  | (6,923)                                    |            | (13,437)                 |            | (31,580) |           
|Extraordinary item, net of taxes                | -                                          |            | 715                      |            | (1,830)  |           
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Net loss                                        |                                            |            |                          | $ (6,923)  |          | $ (12,722) |      | $ (33,410) |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Basic earnings per common share:                |                                            |            |                          |            |          |           
|                                                | Loss before extraordinary item             | $ (0.19)   |                          | $ (0.41)   |          | $ (1.26)   |     
|                                                | Extraordinary item, net of taxes           | -          |                          | 0.02       |          | (0.07)     |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|                                                | Net loss                                   |            |                          | $ (0.19)   |          | $ (0.39)   |      | $ (1.33)   |     
|                                                |                                            |            |                          |            |          |            |     
|                                                | Average common shares outstanding          | 36,250,604 |                          | 32,827,836 |          | 25,062,934 |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|Diluted earnings per common share:              |                                            |            |                          |            |          |           
|                                                | Loss before extraordinary item             | $ (0.19)   |                          | $ (0.41)   |          | $ (1.26)   |     
|                                                | Extraordinary item, net of taxes           | -          |                          | 0.02       |          | (0.07)     |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 
|                                                | Net loss                                   |            |                          | $ (0.19)   |          | $ (0.39)   |      | $ (1.33)   |     
|                                                |                                            |            |                          |            |          |            |     
|                                                | Average common shares outstanding          | 36,250,604 |                          | 32,827,836 |          | 25,062,934 |     
|                                                |                                            |            |                          |            |          |            |      |            |      |  |      | 

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



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

---

(Dollars in thousands)



|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   | Cumulative     |        |               |          |         |  |        | 
|-------------------------- | ------------------------ | ------------------------ | ------------------ | -- | --------- | ------ | ------------ | - | ---------- | - | -------- | -------- | ----------- | - | -------------- | ------ | ------------- | -------- | ------- |  | ------ | 
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   | Foreign        |        |               |          |         |  |        | 
|                           |                          |                          |                    |    |           |        | Common Stock |   | Additional |   |          |          | Currency    |   | Treasury Stock |        | Total         |         
|                           |                          |                          |                    |    |           |        |              |   | Paid-In    |   | Retained |          | Translation |   |                |        | Stockholders' |         
|                           |                          |                          |                    |    |           |        | Shares       |   | Dollars    |   | Capital  |          | Earnings    |   | Adjustment     |        | Shares        |          | Dollars |  | Equity | 
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, January 1, 1999   | 20,450,448               |                          | $ 205              |    | $ 218,807 |        | $ 70,586     |   | $ (5,357)  |   | 72,032   |          | $ (1)       |   | $ 284,240      |       
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Issuance of common stock | 8,000,000                |                    | 80 |           | 46,195 |              | - |            | - |          | -        |             | - |                | 46,275 |              
|                           | Stock options exercised  | 12,000                   |                    | -  |           | 29     |              | - |            | - |          | -        |             | - |                | 29     |              
|                           | Comprehensive income:    |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                    |    |           |        |              |   |            |   |          |          |             |   |                |        | -             |         
|                           |                          |                          | translation        | -  |           | -      |              | - |            | - |          | (27,026) |             | - |                | -      |               | (27,026) |        
|                           |                          | Net loss                 | -                  |    | -         |        | -            |   | (33,410)   |   | -        |          | -           |   | -              |        | (33,410)      |         
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive loss |    |           |        |              |   |            |   |          |          |             |   |                |        |               | 60,436   |        
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |       
|Balance, December 31, 1999 | 28,462,448               |                          | 285                |    | 265,031   |        | 37,176       |   | (32,383)   |   | 72,032   |          | (1)         |   | 270,108        |       
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Issuance of common stock | 4,500,000                |                    | 45 |           | 38,951 |              | - |            | - |          | -        |             | - |                | 38,996 |              
|                           | Stock options exercised  | 245,312                  |                    | 2  |           | 1,684  |              | - |            | - |          | -        |             | - |                | 1,686  |              
|                           | Debt for equity exchange | 3,109,857                |                    | 31 |           | 31,534 |              | - |            | - |          | -        |             | - |                | 31,565 |              
|                           | Comprehensive income:    |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |         
|                           |                          |                          | translation        | -  |           | -      |              | - |            | - |          | (30,052) |             | - |                | -      |               | (30,052) |        
|                           |                          | Net loss                 | -                  |    | -         |        | -            |   | (12,722)   |   | -        |          | -           |   | -              |        | (12,722)      |         
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive loss |    |           |        |              |   |            |   |          |          |             |   |                |        |               | (42,774) |        
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, December 31, 2000 | 36,317,617               |                          | 363                |    | 337,200   |        | 24,454       |   | (62,435)   |   | 72,032   |          | (1)         |   | 299,581        |       
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Stock options exercised  | 8,750                    |                    | -  |           | 83     |              | - |            | - |          | -        |             | - |                | 83     |              
|                           | Comprehensive income:    |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |         
|                           |                          |                          | translation        | -  |           | -      |              | - |            | - |          | (1,015)  |             | - |                | -      |               | (1,015)  |        
|                           |                          | Net loss                 | -                  |    | -         |        | -            |   | (6,923)    |   | -        |          | -           |   | -              |        | (6,923)       |         
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive loss |    |           |        |              |   |            |   |          |          |             |   |                |        |               | (7,938)  |        
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, December 31, 2001 | 36,326,367               |                          | $ 363              |    | $ 337,283 |        | $ 17,531     |   | $ (63,450) |   | 72,032   |          | $ (1)       |   | $ 291,726      |       
|                           |                          |                          |                    |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 



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

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

---

(Dollars in thousands)

2001
    
  
    2000
    
  
    1999Net loss
    
    
    
  
    $ (6,923)
    
  
    $ (12,722)
    
  
    $ (33,410)Adjustments to
      reconcile net loss to net cash provided byoperating
      activities:Depreciation
      and amortization
    47,606
    
  
    48,561
    
  
    48,646Deferred
      marine inspection costs
    (11,348)
    
  
    (7,652)
    
  
    (16,380)Deferred
      income taxes
    (3,831)
    
  
    (5,589)
    
  
    (16,242)Extraordinary
      item, net of taxes
    -
    
  
    (715)
    
  
    1,830Asset
      write-down
    24,260
    
  
    -
    
  
    1,111Gain on sales
      of assets
    (937)
    
  
    (3,921)
    
  
    (147)Provision for
      doubtful accounts
    120
    
  
    -
    
  
    (271)Change in
      operating assets and liabilities:Restricted
      cash
    (137)
    
  
    15
    
  
    (67)Accounts
      receivable
    (1,847)
    
  
    (12,990)
    
  
    6,262Prepaid
      expenses and other current assets
    234
    
  
    (848)
    
  
    (1,572)Accounts
      payable and accrued expenses
    2,071
    
  
    (4,398)
    
  
    (1,943)Other, net
    148
    
  
    798
    
  
    (1,486)Net cash
      provided by (used in) operating activities
    49,416
    
  
    539
    
  
    (13,669)Cash flows
      from investing activities:Purchases of
      property and equipment
    (15,331)
    
  
    (5,586)
    
  
    (32,768)Proceeds from
      sales of assets
    1,818
    
  
    14,008
    
  
    348Other
    
    
    
  
    (435)
    
  
    (322)
    
  
    (542)Net cash (used
      in) provided by investing activities
    (13,948)
    
  
    8,100
    
  
    (32,962)Cash flows
      from financing activities:Net proceeds
      from issuance of common stock
    83
    
  
    39,413
    
  
    46,285Proceeds from
      issuance of long-term debt
    1,075
    
  
    28,400
    
  
    91,852Repayment of
      long-term debt
    (22,467)
    
  
    (63,637)
    
  
    (92,081)Deferred
      financing costs and other
    (141)
    
  
    (156)
    
  
    (1,952)Net cash (used
      in) provided by financing activities
    (21,450)
    
  
    4,020
    
  
    44,104Effect of
      exchange rate changes on cash and cash equivalents
    (158)
    
  
    (463)
    
  
    (312)Net increase
      (decrease) in cash and cash equivalents
    13,860
    
  
    12,196
    
  
    (2,839)Cash and cash
      equivalents at beginning of period
    18,094
    
  
    5,898
    
  
    8,737Cash and cash
      equivalents at end of period
    $ 31,954
    
  
    $ 18,094
    
  
    $  
      5,898Supplemental
      cash flow information:Income taxes
      paid
    $    
      670
    
  
    $     
      128
    
  
    $      
      19Interest paid
    $ 26,509
    
  
    $ 31,412
    
  
    $ 32,036Noncash
      financing and investing activities:Debt for
      equity exchange
    $        
      -
    
  
    $ 31,065
    
  
    $        
      -


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

1.     The Company

> 

Trico Marine Services, Inc. (the "Company") is a leading provider
of marine support vessels to the oil and gas industry in the U.S. Gulf of Mexico
(the "Gulf"), the North Sea and Latin America. At December 31, 2001,
the Company had a total active fleet of 86 vessels, including 48 supply vessels,
11 large capacity platform supply vessels ("PSV"), seven large anchor
handling, towing and supply vessels ("AHTS"), 11 crew boats, and nine
line-handling vessels. The services provided by the Company's diversified
fleet include transportation of drilling materials, supplies and crews to
drilling rigs and other offshore facilities, towing drilling rigs and equipment
from one location to another and support for the construction, installation,
maintenance and removal of offshore facilities.

The Company's financial position, results of operations and cash flows are
affected primarily by day rates and fleet utilization in the Gulf and the North
Sea 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 PolicyThe consolidated financial statements include the Company and its
> subsidiaries, including wholly-owned Trico Marine Assets, Inc. ("Trico
> Assets"), Trico Marine Operators, Inc. ("Trico Operators"), Trico
> Marine International Holdings BV ("Trico BV"), Trico Supply, ASA
> Consolidated ("Trico Supply") formerly known as Sævik Supply, ASA,
> and Trico Servicos Maritimos, Ltda. ("TSM"). All significant
> intercompany accounts and transactions have been eliminated.
> Cash and Cash Equivalents
> 
> All highly liquid debt instruments with original maturity dates of three
> months or less are considered to be cash equivalents.
> Restricted Cash
> 
> Restricted cash relates to statutory requirements in Norway, which require
> Trico Supply to segregate cash that will be used to pay tax withholdings and
> pension obligations in the following year.
> Property and Equipment
> 
> All property and equipment is stated at cost. Depreciation for financial
> statement purposes is provided on the straight-line method, assuming a 10%
> salvage value for marine vessels. Marine vessels are depreciated over a useful
> life of fifteen to thirty 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. Buildings
> and improvements are depreciated over a useful life of fifteen to forty years.
> Transportation and other equipment are depreciated over a useful life of five to
> ten years. When assets are retired or disposed, the cost and accumulated
> depreciation thereon are removed, and any resultant gains or losses are
> recognized in current operations.
> Depreciation expense amounted to approximately $30,275,000, $30,748,000 and
> $29,920,000 in 2001, 2000 and 1999, respectively.
> Interest is capitalized in connection with the construction of vessels. The
> capitalized interest is recorded as part of the asset to which it relates and is
> amortized over the asset's estimated useful life. In 2001 and 1999, $156,000
> and $1,206,000 of interest were capitalized, respectively. No interest was
> capitalized in 2000.
> Marine vessel spare parts are stated at average cost.
> Drydocking expenditures incurred in connection with regulatory marine
> inspections are capitalized and amortized on a straight-line basis over the
> period to be benefited (generally 24 to 60 months).
> Accounting for the Impairment of Long-Lived Assets
> 
> The Company accounts for impairment of long-lived assets, including goodwill,
> in accordance with Statement of Financial Accounting Standards ("SFAS")
> No. 121, "Accounting for the Impairment of Long-Lived Assets and for
> Long-Lived Assets to be Disposed Of." SFAS No. 121 requires that long-lived
> assets be reviewed for impairment whenever events or changes in circumstances
> indicate that the book value of the asset may not be recoverable. The Company
> evaluates at each balance sheet date whether events and circumstances have
> occurred that indicate possible impairment. In accordance with SFAS No. 121, the
> Company uses an estimate of the future undiscounted net cash flows of the
> related asset or asset grouping over the remaining life in measuring whether the
> assets are recoverable. Generally, for the purpose of measuring recoverability
> of these assets or asset groups, the Company evaluates the undiscounted cash
> flows by vessel class taking into consideration type, size and capacity since
> day rate and utilization for various vessels will fluctuate based on management's
> decision as to which vessel will be assigned to a particular job. If long-lived
> assets are found to be impaired, their recorded values are reduced to their fair
> market values.
> Deferred Financing Costs
> 
> Deferred financing costs include costs associated with the issuance of the
> Company's debt and are amortized on a straight-line basis over the life of the
> related debt agreement which approximates the interest rate method of
> amortization.
> Goodwill
> 
> Goodwill, or cost in excess of fair value of the net assets of companies
> acquired, is amortized on a straight-line basis over 8 to 37.5 years. The
> Company evaluates periodically whether events and circumstances, such as
> significant changes in long-term day rates, have occurred that indicate possible
> impairment of enterprise level goodwill. The Company uses an estimate of future undiscounted net cash flows over the remaining life of the recorded
> cost in measuring whether the goodwill is recoverable. Impairment losses are
> recognized if expected future undiscounted net cash flow is less than the
> carrying value. Accumulated amortization amounted to approximately $10,606,000
> and $8,028,000 at December 31, 2001 and 2000, respectively.
> 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 and carryforward items.
> Revenue and Expense Recognition
> 
> Charter revenue is earned and recognized on a daily rate basis. Operating
> costs are expensed as incurred.
> Direct Vessel Operating Expenses
> 
> Direct vessel operating expenses principally include crew costs, insurance,
> repairs and maintenance, supplies and casualty losses.
> Foreign Currency Translation
> 
> All assets and liabilities of the Company's foreign subsidiaries are
> translated into U.S. dollars at the exchange rate in effect at the end of the
> period, and revenue and expenses are translated at weighted average exchange
> rates prevailing during the period. The resulting translation adjustments are
> reflected within the stockholders' equity component, cumulative foreign
> currency translation adjustment.
> Stock Compensation
> 
> The Company uses the intrinsic value method of accounting for stock-based
> compensation prescribed by Accounting Principles Board ("APB") Opinion
> No. 25, "Accounting for Stock Issued to Employees" and, accordingly,
> adopted only the disclosure provisions of SFAS No. 123
> "Accounting for Stock-based Compensation."
> Loss Per Share
> 
> Basic and diluted loss per share exclude dilution and are computed by
> dividing net loss by the weighted-average number of common shares outstanding
> for the period.
> Options to purchase 1,889,343, 2,132,980 and 1,816,980 shares of common stock
> at prices ranging from $0.91 to $23.13 were outstanding during 2001, 2000, and
> 1999, respectively, but were not included in the computation of diluted earnings
> per share because to do so would have been anti-dilutive.
> Comprehensive Loss
> 
> Comprehensive loss represents the change in equity of the Company during a
> period from transactions and other events and circumstances from nonowner
> sources. It includes all changes in equity during a period except those
> resulting from investments by owners and distributions to owners. Comprehensive
> loss is reflected in the consolidated statement of changes in stockholders'
> equity.
> Use of Estimates
> 
> The preparation of financial statements in conformity with accounting
> principles generally accepted in the United States of America 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.
> New Accounting Standards
> 
> Effective January 1, 2001 the Company adopted SFAS No. 133 entitled
> "Accounting for Derivative Instruments and Hedging Activities." To the
> extent that foreign currency forward exchange contracts qualify for hedge
> accounting treatment, the gain or loss due to changes in their fair value is
> recognized in accumulated other comprehensive income until realized, at which
> time the gain or loss is recognized along with the offsetting loss or gain on
> the hedged item. To the extent that foreign currency forward exchange contracts
> do not qualify for hedge accounting treatment, the gain or loss due to changes
> in their fair value is recognized in the consolidated statements of operations,
> but is generally offset by changes in value of the underlying exposure. The
> cumulative effect of the adjustment due to this change in accounting was not
> material to our financial position, results of operations or cash flows.
> On June 29, 2001, the Financial Accounting Standards Board issued SFAS No.
> 141, "Business Combination" and SFAS No. 142, "Goodwill and Other
> Intangible Assets." SFAS No. 141 supercedes APB Opinion No. 16,
> "Business Combinations," to prohibit use of the pooling-of-interest
> (pooling) method of accounting for business combinations initiated after the
> issuance date of SFAS No. 141. 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 will be 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. If the fair value
> of a reporting unit is less than its book value, an impairment loss will be
> recognized and treated as a change in accounting principle. 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.
> The provisions of SFAS No. 141 and SFAS No. 142 will be effective for fiscal
> years beginning after December 15, 2001. SFAS No. 142 must be adopted at the
> beginning of a fiscal year. Accordingly, the Company will no longer amortize
> goodwill effective January 1, 2002.
> Amortization of goodwill for the years ended December 31, 2001, 2000 and 1999
> was $2,613,000, $2,671,000, and $2,999,000, respectively. Based on the Company's
> initial interpretations of SFAS No. 141 and SFAS No. 142, the Company does not
> believe the implementation of these Statements will have a material impact on
> the Company's cash flow or financial condition. However, a change in the fair
> value of any of the Company's significant subsidiaries could materially change
> this preliminary determination.
> 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 this Statement will not have a
> material impact on the Company's net income, cash flows, or financial
> condition.
> During August 2001, the Financial Accounting Standards Board issued 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 provisions of SFAS No. 144 are effective for
> financial statements issued for fiscal years beginning after December 15, 2001
> and interim periods within those fiscal years, with early application
> encouraged. The Company is presently evaluating the impact of implementing SFAS
> No.144 but presently does not believe it will have a material impact on the
> Company's net income, cash flows, or financial condition.
> 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 the 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 effective for financial
> statements for fiscal years beginning after June 15, 2002, with earlier
> application encouraged. The Company is currently evaluating the impact of this
> proposed pronouncement and has not quantified the proposed impact at this time.
> As of December 31, 2001, the Company had net deferred marine inspection costs of
> $17,987,000 capitalized.
> Reclassifications
> 
> Certain prior-period amounts have been reclassified to conform to the
> presentation shown in the current year's financial statements. These
> reclassifications had no effect on net loss or total stockholders' equity but
> operating cash flows were reduced by $7,652,000 and $16,380,000, and cash flows
> from investing activities were increased by $7,652,000 and $16,380,000, as of
> December 31, 2001 and 2000, respectively

3.     Sale of Vessels

> During 2001, the Company sold two of its crew boats for $1,750,000 and recognized a gain of approximately
> $942,000 on the sales. The sales are included in
> gain on sale of assets in the accompanying Consolidated Statement of Operations.
> All proceeds were used for working capital.
> In May 2000, the Company sold its six liftboats for $14,000,000. The Company
> recognized a gain of approximately $3,921,000, on the sale and all proceeds from
> the sale were used to reduce outstanding debt under the Company's bank credit
> facility.

4.     Offerings of Common Stock

> In June 2000, the Company exchanged 3,109,857 shares of its common stock for
> $32,140,000 principal amount, plus accrued interest, of its 81⁄2% senior notes
> due 2005. In connection with the exchange, the Company recognized an
> extraordinary gain of approximately $715,000, after taxes of $386,000 and the
> write-off of unamortized debt issuance costs.
> In May 2000, the Company completed a public offering of 4,500,000 shares of
> its common stock that generated proceeds of $38,996,000, net of underwriting
> discounts and other costs of $1,504,000. Of the net proceeds, $31,624,000 was
> used to repay amounts outstanding under the Company's bank credit facility
> plus related accrued interest and the balance was used for working capital.
> In April 1999, the Company entered into a purchase agreement (the
> "Purchase Agreement") with affiliates of Inverness Management LLC, an
> investment firm, for the purchase of $50,000,000 of common stock of the Company
> in a private placement. Under the Purchase Agreement, Inverness/Phoenix Partners
> LP and Executive Capital Partners I LP (the "Investors"), agreed to
> purchase in two tranches 8,000,000 shares of the Company's common stock at
> $6.25 per share. On May 6, 1999 the Company closed the first tranche and sold to
> the Investors 4,000,000 shares of common stock for an aggregate consideration of
> $24,000,000.
> On June 28, 1999, the Company closed the second tranche and sold to the
> Investors 4,000,000 shares of common stock for an aggregate consideration of
> $24,000,000. In addition to certain other issuance costs, pursuant to the terms
> of the Purchase Agreement, the Company paid an aggregate of $2 million in
> transaction fees ($1 million upon completion of each tranche) to the Investors
> in connection with the placement. The net proceeds from both tranches were
> primarily used to pay down amounts outstanding under the Company's bank credit
> facility.

5.     Accounts Receivable

> The Company's accounts receivable, net consists of the following at
> December 31, 2001 and 2000 (in thousands):

2001
            
            2000Trade receivables, net of allowance for doubtful
              accountsof $338 and $184 in 2001 and 2000, respectively
            $30,210
            
            $32,808Insurance and other
            7,205
            
            3,532Accounts receivable, net
            $37,415
            
            $36,340


> The Company's receivables are primarily due from entities operating in the
> oil and gas industry in the Gulf of Mexico, the North Sea and Latin America.

6.     Other Assets

> The Company's other assets consist of the following at December 31, 2001
> and 2000 (in thousands):

2001
            
            2000Deferred marine inspection costs, net of
              accumulated amortizationof $28,729 and $29,977 in 2001 and 2000,
              respectively
            $17,987
            
            $20,299Deferred financing costs, net of accumulated
              amortizationof $4,811 and $3,479 in 2001 and 2000,
              respectively
            4,016
            
            5,207Marine vessel spare parts
            5,628
            
            4,128Other
            
            
            
            1,295
            
            1,549Other assets
            $28,926
            
            $31,183


7.     Long-Term Debt

> 

The Company's long-term debt consists of the following at December 31, 2001
and 2000 (in thousands):

2001
        

        2000Revolving loan,
  bearing interest at NIBOR (Norwegian Interbank Offered Rate)plus a margin
  (weighted average interest rate of 7.61% and 8.34%at December 31, 2001
  and 2000, respectively) and is collateralizedby certain marine vessels.
  This Facility's current availability reduces in 3semi-annual installments of
  NOK 50 million ($5.6 million) withthe balance of the
  commitment
  expiring June 2003.
$ 24,519


$ 38,650Term loan, bearing
  interest at NIBOR (Norwegian Interbank Offered Rate)plus a margin
  (7.90% and 8.06% at December 31, 2001 and 2000,respectively) and
  is collateralized by two marine vessels. This Facility'savailability
  reduces in 5 semi-annual installments beginning June 28, 2001by NOK 12.5
  million ($1.4 million) with the balance of the commitmentexpiring June
  2003.
9,752


14,003Senior Notes,
  interest at 8.5%, due 2005
247,860


247,860Note payable,
  bearing interest at 6.08%, principal and interest due in16 semi-annual
  installments, maturing September 2006, collateralizedby a marine vessel
6,250


7,500Note payable,
  bearing interest at NIBOR (Norwegian Interbank Offered Rate)plus a margin
  (7.82% at December 31, 2001) and a fixed rate of 6.49%at December 31,
  2000, principal and interest due in 17 semi-annualinstallments,
  maturing March 2003, collateralized by a marine vessel
992


1,662Note payable,
  bearing interest at 6.11%, principal and interest due in30 semi-annual
  installments, maturing April 2014, collateralized bytwo marine vessels
15,722


16,980305,095


326,655Less current
  maturities
4,540


5,973$ 300,555


$ 320,682


> Annual maturities on long-term debt during the next five years are as
> follows:
>   2002
>     
>     
>     
>     $ 4,5402003
>     
>     
>     
>     35,7392004
>     
>     
>     
>     
>     2,5082005
>     
>     
>     
>     
>     250,3682006
>     
>     
>     
>     
>     2,508Thereafter
>     
>     9,432$ 305,095
> In July 1999, the Company executed a new $52,500,000 revolving credit
> agreement (the "Bank Credit Facility"). The Bank Credit Facility bears
> interest at a Eurocurrency rate plus a margin that depends on the Company's
> leverage ratio with a commitment fee on the undrawn portion that depends on the
> Company's leverage ratio. The Bank Credit Facility did not require any
> principal payments until July 19, 2002, when all amounts outstanding under the
> Bank Credit Facility would have matured. During 2001, the Bank Credit Facility
> was amended to extend the maturity date to June 30, 2003. The Bank Credit
> Facility is collateralized by substantially all of the Company's U.S. flagged
> vessels located in the Gulf of Mexico. The Bank Credit Facility contains certain
> covenants which require the Company to maintain certain debt coverage and
> leverage ratios and net worth levels, limit capital expenditures, prohibit
> equity distributions and limit the ability of the Company to create liens or
> merge or consolidate with other entities. During 2000, the Bank Credit Facility
> was amended to reduce permitted borrowings to $45,000,000. At December 31, 2001
> and 2000, the Company did not have any amounts outstanding under the Bank Credit
> Facility; however, the Company had outstanding letters of credit totaling
> approximately $2,000,000 and $158,000 as of December 31, 2001 and 2000,
> respectively, which reduce the amount available under the Bank Credit Facility.
> The proceeds from the Bank Credit Facility were used to prepay amounts
> outstanding under a bank credit facility which had been executed in December
> 1997 (the "Earlier Credit Facility"). As a result of the prepayment of
> all amounts outstanding under the Company's Earlier Credit Facility, the
> Company recorded an extraordinary charge of $1,830,000, net of taxes of
> $985,000, for the write-off of the unamortized balance of related deferred debt
> issuance costs in 1999.
> In June 1998, the Company refinanced a significant portion of its debt, which
> was issued at the Trico Supply level, into a single NOK 650,000,000
> ($72,443,000) revolving credit facility (the "Trico Supply Bank
> Facility") bearing interest at NIBOR plus a margin, which originally
> reduced in ten semiannual installments of NOK 50,000,000 ($5,573,000) and one
> final payment of NOK 150,000,000 ($16,718,000), due at maturity in June 2003. In
> 1999, the Trico Supply Bank Facility was amended to defer a NOK 50,000,000
> ($5,573,000) reduction in the facility amount that was scheduled to occur in
> December 31, 2000, until June 2003. Therefore, the final payment due at maturity
> is NOK 200,000,000 ($22,290,000). As of December 31, 2001, the commitment
> available under this credit facility was NOK 350,000,000 ($39,008,000). The
> Trico Supply Bank Facility is collateralized by a security interest in certain
> of the Company's North Sea vessels and requires Trico Supply to maintain
> certain financial ratios and limits the ability of Trico Supply to create liens
> or merge or consolidate with other entities.
> In April 2000, the Company executed a new loan agreement for an additional
> Norwegian bank facility at the Trico Supply level in the amount of NOK
> 125,000,000 million ($13,931,000). The commitment amount for this additional
> facility is reduced by NOK 12,500,000 ($1,393,000) every six months beginning
> June 2001, with one final payment of NOK 75,000,000
> ($8,359,000) due at maturity in June 2003. As of December 31, 2001, this
> facility had been prepaid to a balance of NOK 87,500,000 ($9,752,000). This
> Norwegian bank facility is collateralized by security interests in two North Sea
> vessels, which requires Trico Supply to maintain certain financial ratios and
> limits the ability of Trico Supply to create liens, or merge or consolidate with
> other entities. Amounts borrowed under this facility bear interest at NIBOR
> (Norwegian Interbank Offered Rate) plus a margin.
> During 2002, the Company received a written commitment, subject to execution
> of final loan documentation, for a new credit facility in the amount of NOK
> 800,000,000 ($89,160,000). This facility will replace the NOK 350,000,000
> revolving facility and can be used for general corporate purposes. The new
> credit facility will be collateralized by a mortgage on the same vessels
> securing the existing credit facility and the two vessels under construction in
> Norway when they are delivered. The commitment reduces by NOK 40,000,000
> ($4,458,000) every six months beginning March 2003, with the balance of the
> commitment to expire in seven years. The new bank facility contains covenants,
> which are substantially similar to those in the existing credit facility and
> require that the North Sea operating unit maintain certain financial ratios and
> limits its ability to create liens, or merge or consolidate with other entities.
> During 1997, the Company issued three series of 8-1/2% Senior Notes due 2005,
> which were subsequently combined into one series known as the Series G Notes
> (the "Senior Notes"). In June 2000, the Company exchanged 3,109,857
> shares of its common stock, for $32,140,000 principal amount, plus accrued
> interest of its Senior Notes. The terms and conditions of the Senior Notes are
> identical to the predecessor series of notes. The Senior Notes are
> uncollateralized and are required to be guaranteed by all of the Company's
> Significant Subsidiaries (as such term is defined in the Indenture that governs
> the Senior Notes). Interest on the Senior Notes is payable semi-annually on
> February 1 and August 1 of each year. The Senior Notes may be prepaid at the
> option of the Company, in whole or in part, at a redemption price equal to
> 104.25%, plus accrued and unpaid interest, with the redemption price declining
> ratably on August 1, 2002 and on August 1 of each of the succeeding two years.
> No interim sinking fund payments are required during the term of the Senior
> Notes. The Senior Notes contain certain covenants that, among other things,
> limit the ability of the Company to incur additional indebtedness, pay dividends
> or make other distributions, create certain liens, sell assets, or enter into
> certain mergers or acquisitions.
> In April 1998, the Company issued $10,000,000 principal amount of eight year
> United States Government Guaranteed Ship Financing Bonds, SWATH Series I, at an
> interest rate of 6.08% (the "Bonds"). The Bonds are due in 16
> semi-annual installments of principal and interest.  The Bonds are collateralized by a first preferred ship mortgage on the
> Company's SWATH (small waterplane area twin hull) vessel, and by an assignment
> of the charter contract that the vessel commenced upon its completion.
> In April 1999, the Company issued $18,867,000 principal amount of 15 year
> United States Government Guaranteed Ship Financing Bonds (the "Ship
> Bonds") at an interest rate of 6.11% per annum. The Ship Bonds are due in
> 30 semi-annual installments of principal and interest. The Ship Bonds are
> secured by first preferred ship mortgages on two supply vessels.

8.     Financial Instruments

> During 2001, the Company purchased a foreign exchange contract with a
> notional amount of approximately $24,574,000, with contract terms lasting less
> than six months, to protect against the adverse effects that exchange rate
> fluctuations may have on foreign-currency-denominated intercompany payables and
> receivables. These derivatives do not qualify for hedge accounting, in
> accordance with FAS 133, because they relate to existing assets and liabilities
> denominated in a foreign-currency. The gains and losses on both the derivatives
> and the foreign-currency-denominated intercompany payables and receivable are
> recorded as transaction adjustments in current earnings. A net gain of
> approximately $19,000 was recorded in 2001.
> During 2000, the Company entered into several foreign currency forward
> exchange contracts to hedge certain exposures relating to currency fluctuations
> between the Norwegian Kroner and the Great Britain Pound resulting from several
> of the Trico Supply vessels operating in the United Kingdom under long-term
> contracts denominated in the Great Britain Pound. Gains and losses on foreign
> currency forward exchange contracts are deferred until the hedged transaction is
> completed. As of December 31, 2000, the Company had foreign currency forward
> exchange contracts outstanding with a notional amount of approximately
> $2,250,000. These foreign currency forward exchange contracts expired at various
> points through December 31, 2001. As of December 31, 1999, there were no foreign
> currency forward exchange contracts outstanding, and approximately $59,000 of
> gains was recognized on completed contracts during the year.

9.     Income Taxes

> Loss before income taxes and extraordinary item derived from U.S. and
> international operations for the years ended December 31 are as follows (in
> thousands):
> 2001
>       
>       2000
>       
>       1999United States
>       $(26,327)
>       
>       $(25,557)
>       
>       $(57,502)International
>       
>       16,087
>       
>       6,788
>       
>       10,137$(10,240)
>       
>       $(18,769)
>       
>       $(47,365)
> The components of income tax
> expense (benefit) from continuing operations of the Company for the periods
> ended December 31, 2001, 2000 and 1999, are as follows (in thousands):
> 2001
>       
>       2000
>       
>       1999Current income taxes:U.S. federal income taxes
>       $ -
>       
>       $ (40)
>       
>       $ 591State income taxes
>       (35)
>       
>       -
>       
>       53Foreign taxes
>       601
>       
>       519
>       
>       -Deferred income taxes:U.S. federal income taxes
>       (8,723)
>       
>       (8,252)
>       
>       (19,533)State income taxes
>       (426)
>       
>       (450)
>       
>       (101)Foreign taxes
>       5,266
>       
>       2,891
>       
>       3,205$(3,317)
>       
>       $ (5,332)
>       
>       $(15,785)
> The Company has not
> recognized a deferred tax liability for the undistributed earnings of a non-US
> subsidiary because the Company currently does not expect those unremitted
> earnings to be distributed and become taxable to the Company in the foreseeable
> future. A deferred tax liability will be recognized when the Company expects
> that it will realize those undistributed earnings in a taxable manner, such as
> through receipt of dividends or sale of investments. The amount of the potential
> deferred tax liability has not been disclosed because it is impractical to
> calculate the amount at this time.
> The Company's deferred income taxes at December 31, 2001 and 2000 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):
> Deferred Tax
>       Assets
>     
> 
>     Deferred Tax
>       Liabilities2001
> Current
> 
> 
> Non-Current
> 
> 
> Current
> 
> 
> Non-CurrentDepreciation and
>   amortization
> $     
>   -
> 
> 
> $  
>   8,343
> 
> 
> $    
>   -
> 
> 
> $ 64,884Deferral of
>   foreign earnings
> -
> 
> 
> -
> 
> 
> -
> 
> 
> 30,686Insurance reserves
> 518
> 
> 
> -
> 
> 
> -
> 
> 
> -Alternative
>   minimum tax credits
> -
> 
> 
> 5,031
> 
> 
> -
> 
> 
> -Foreign tax
>   credits
> -
> 
> 
> 779
> 
> 
> -
> 
> 
> -Net operating loss
>   carryforward
> -
> 
> 
> 67,828
> 
> 
> -
> 
> 
> -Other
> 
> 
> 
> 
> 
> 188
> 
> 
> -
> 
> 
> -
> 
> 
> -$ 706
> 
> 
> $ 81,981
> 
> 
> $    
>   -
> 
> 
> $ 95,570Current deferred
>   tax assets, net
> 
> 
> 
> 
> 
> 
> 
> $     
>   706Non-current
>   deferred tax asset, net
> 
> 
> 
> 
> 
> 
> 
> $ 17,097Non-current
>   deferred tax liabilities, net -foreign
>   jurisdiction
> 
> 
> 
> 
> 
> 
> 
> $ 30,686
>       Deferred Tax
>       Assets
>     
> 
>     Deferred Tax
>       Liabilities2000
> Current
> 
> 
> Non-Current
> 
> 
> Current
> 
> 
> Non-CurrentDepreciation and
>   amortization
> $ -
> 
> 
> $  9,127
> 
> 
> $    
>   -
> 
> 
> $ 70,526Deferral of
>   foreign earnings
> -
> 
> 
> -
> 
> 
> -
> 
> 
> 25,466Insurance reserves
> 640
> 
> 
> -
> 
> 
> -
> 
> 
> -Alternative
>   minimum tax credits
> -
> 
> 
> 5,142
> 
> 
> -
> 
> 
> -Foreign tax
>   credits
> -
> 
> 
> 779
> 
> 
> -
> 
> 
> -Net operating loss
>   carryforward
> -
> 
> 
> 63,550
> 
> 
> -
> 
> 
> -Other
> 
> 
> 
> 
> 
> 96
> 
> 
> -
> 
> 
> 156
> 
> 
> -$ 736
> 
> 
> $ 78,598
> 
> 
> $ 156
> 
> 
> $ 95,992Current deferred
>   tax assets, net
> 
> 
> 
> 
> 
> 
> 
> $     
>   580Non-current
>   deferred tax asset, net
> 
> 
> 
> 
> 
> 
> 
> $  
>   8,072Non-current
>   deferred tax liabilities, net -foreign
>   jurisdiction
> 
> 
> 
> 
> 
> 
> 
> $ 25,466
>       The provisions (benefits) for income taxes as reported are different from the
> provisions (benefits) computed by applying the statutory federal income tax
> rate. The differences are reconciled as follows (in thousands):
>   2001
>       
>       2000
>       
>       1999Federal income taxes at statutory rate
>       $(3,588)
>       
>       $ (6,569)
>       
>       $(16,578)State income taxes net of federal benefit
>       (462)
>       
>       (450)
>       
>       (37)Foreign tax rate differential
>       (1,138)
>       
>       (589)
>       
>       (783)Goodwill
>       
>       
>       915
>       
>       1,195
>       
>       1,049Non-deductible loss and expenses
>       382
>       
>       574
>       
>       564Foreign earnings
>       574
>       
>       507
>       
>       -Income tax benefit
>       $(3,317)
>       
>       $ (5,332)
>       
>       $(15,785)Effective tax rate
>       32%
>       
>       28%
>       
>       33%
> A tax benefit for the
> exercise of stock options in the amount of $28,000, $1,269,000, and $19,000 that
> was not included in income for financial reporting purposes was credited
> directly to additional paid-in capital as of December 31, 2001, 2000 and 1999,
> respectively.
> The net operating loss carryforwards for federal and state tax purposes are
> approximately $190,123,000 at December 31, 2001 and expire in 2020. Alternative
> minimum tax credits at December 31, 2001 are approximately $5,031,000. The
> Company incurred a change of control under IRC Section 382 on May 26, 2000 that
> will limit the utilization of approximately $167,000,000 of net operating loss
> carryforwards to a set level as provided by regulations. The limitation should
> be approximately $17 million per year.

10.     Preferred Stock

> In February 1998, the Company's Board of Directors approved the adoption of
> a Stockholder Rights Plan (the "Plan"). In connection with the Plan,
> the Board of Directors approved the authorization of 100,000 shares of $0.01 par
> value preferred stock, designated the Series AA Participating Cumulative
> Preference Stock. Under the Plan, Preference Stock Purchase Rights (the
> "Rights") were distributed as a dividend at a rate of one Right for
> each share of the Company's common stock held as of record as of the close of
> business on March 6, 1998. Each Right entitles holders of the Company's common
> stock to buy a fraction of a share of the new series of the Company's
> preferred stock at an exercise price of $105. The Rights will become exercisable
> and detach from the common stock, only if a person or group, with certain
> exceptions, acquires 15% or more of the outstanding common stock, or announces a
> tender or
> exchange offer that, if consummated, would result in a person or group
> beneficially owning 15% or more of outstanding common stock. Once exercisable,
> each Right will entitle the holder (other than the acquiring person) to acquire
> common stock with a value of twice the exercise price of the Rights. The Company
> will generally be able to redeem the Rights at $0.01 per Right at any time until
> the close of business on the tenth day after the Rights become exercisable.

11.     Common Stock Option Plans

> The Company sponsors two stock-based incentive compensation plans, the
> "1993 Stock Option Plan" (the "1993 Plan") and the
> "1996 Stock Incentive Plan" (the "1996 Plan").
> Under the 1993 Plan, the Company is authorized to issue shares of Common
> Stock pursuant to "Awards" granted in the form of incentive stock
> options (qualified under Section 422 of the Internal Revenue Code of 1986, as
> amended) and non-qualified stock options. Awards may be granted to key employees
> of the Company. The Compensation Committee administers the Plan and has broad
> discretion in selecting Plan participants and determining the vesting period and
> other terms applicable to Awards granted under the Plan.
> According to the 1993 Plan, Awards may be granted with respect to a maximum
> of 1,455,018 shares of common stock. Awards have been granted with respect to
> all 1,455,018 shares. All of these Awards have a ten-year term and are fully
> exercisable. As of December 31, 2001, there were 821,668 stock options
> outstanding under the 1993 Plan.
> Under the 1996 Plan, the Company is authorized to issue shares of Common
> Stock pursuant to "Awards" granted as incentive stock options
> (qualified under Section 422 of the Internal Revenue Code of 1986, as amended),
> non-qualified stock options, restricted stock, stock awards, or any combination
> of such Awards. Awards may be granted to key employees of the Company, including
> directors who are also employees of the Company. The Compensation Committee
> administers the Plan and has broad discretion in selecting Plan participants and
> determining the vesting period and other terms for Awards granted under the
> Plan.
> According to the 1996 Plan, Awards may be granted with respect to a maximum
> of 1,500,000 shares of common stock. No participant may be granted, in any
> calendar year, Awards with respect to more than 100,000 shares of common stock.
> During 1999, the Company granted 229,500 Awards in the form of non-qualified
> stock options under the 1996 Plan at exercise prices equal to the fair value of
> the Company's stock at that time which ranged from $4.50 to $7.63. The Awards
> expire in ten years and vest in annual increments of 25% over the four years
> following their grant, except for 28,000 awards granted to directors, which
> vested at the date of grant.
> During 2000, the Company granted 324,500 Awards in the form of non-qualified
> stock options under the 1996 Plan at exercise prices equal to the fair value of
> the Company's stock at that time which ranged from $10.69 to $11.63 per share.
> The Awards have a ten-year term and vest in annual increments of 25% over the
> four years following their grant, except for 10,000 awards granted to directors,
> which vested at the date of grant.
> During 2001, the Company granted 10,000 Awards in the form of non-qualified
> stock options under the 1996 Plan at an exercise price equal to the fair value
> of the Company's stock at that date, which was $12.91. The Awards expire in
> ten years, all awards were granted to directors and all vested at the date of
> grant. No awards were issued to employees in 2001.
> As of December 31, 2001, there were 1,035,550 options outstanding under the
> 1996 Plan.
> A summary of the status of the Company's stock options as of December 31,
> 2001, 2000 and 1999 and the changes during the years ended on those dates are
> presented below:

2001
    

    2000
    

    1999Number of
    

    Weighted
    

    Number of
    

    Weighted
    

    Number of
    

    WeightedShares


Average


Shares


Average


Shares


AverageUnderlying


Exercise


Underlying


Exercise


Underlying


ExerciseOptions


Prices


Options


Prices


Options


PricesOutstanding at beginningof the year
1,879,343


$   7.24


1,811,980


$   5.77


1,605,855


$   5.96Granted




10,000


$ 12.91


324,500


$ 11.60


229,500


$   4.86Exercised



8,750


$   6.30


245,312


$   1.70


12,000


$   0.91Forfeited



13,000


$   9.22


8,325


$ 12.88


6,500


$ 20.20Expired




10,375


$ 19.72


3,500


$ 20.75


4,875


$ 19.82Outstanding at end of year
1,857,218


$   7.19


1,879,343


$   7.25


1,811,980


$   5.77Exercisable at end of year
1,492,118


$   6.64


1,292,437


$   5.37


1,381,105


$   3.95


> Weighted average fair value
> of options granted during 2001, 2000 and 1999 were $7.01, $5.51 and $2.70,
> respectively.
> The fair value of each stock option granted is estimated on the date of grant
> using the Black-Scholes value method of option pricing with the following
> weighted-average assumptions for grants in 2001, 2000 and 1999, respectively: no
> dividend yield; risk-free interest rates are 6.17%, 6.28% and 5.36%; expected
> terms of the options are five or six years; and the expected volatility is
> 57.55%, 44.36% and 58.96%.
> The following table summarizes information about stock options outstanding at
> December 31, 2001:

Options Outstanding
  

    Options ExercisableWeightedAverage
  

Weighted
  



WeightedNumber
  

Remaining
  

Average
  

Number
  

AverageRange of Exercise
  

    Outstanding
  

    Contract
  

    Exercise
  

    Exercisable
  

    ExercisePrices
  

    at 12/31/01
  

    Life
  

    Price
  

    at 12/31/01
  

    Price
  $0.91
  

    821,668
  

    2.06
  

    $   .91
  

    821,668
  

    $   .91$4.50
  

    180,750
  

    7.16
  

    4.50
  

    90,375
  

    4.50$6.625 to $7.625
  

    35,250
  

    7.40
  

    7.25
  

    35,250
  

    7.25$8.00 to $12.91
  

    482,750
  

    7.16
  

    10.47
  

    251,375
  

    9.42$17.75 to $23.13
  

    336,800
  

    5.80
  

    19.09
  

    293,450
  

    19.51
  $0.91 to $23.13
  

    1,857,218
  

    4.66
  

    $ 7.19
  

    1,492,118
  

    $ 6.64


> Had the compensation cost for the Company's stock-based compensation plans
> been determined consistent with SFAS No. 123, the Company's net loss and net
> loss per common share for 2001, 2000 and 1999 would approximate the pro forma
> below:

As
  

    Pro
  

    As
  

    Pro
  

    As
  

    ProReported
  

Forma
  

Reported
  

Forma
  

Reported
  

Forma12/31/01
  

12/31/01
  

12/31/00
  

12/31/00
  

12/31/99
  

12/31/99SFAS 123 Charge
  
  $          
    -
  $   1,083
  $            
    -
  $    
    1,115
  $            
    -
  $       
    877APB 25 Charge
  
  $          
    -
  

  $          
    -
  

  $            
    -
  

  $            
    -
  

  $            
    -
  

  $            
    -Net loss
$ (6,923)
  

$ (8,006)
  

$ (12,722)
  

$ (13,837)
  

$ (33,410)
  

$ (34,287)Diluted net lossper averagecommon share
  
  $   (0.19)
  

  $   (0.22)
  

  $    (0.39)
  

  $    
    (0.42)
  $    
    (1.33)
  

  $    
    (1.37)


> The effects of applying SFAS
> No. 123 in this pro forma disclosure are not indicative of future amounts.

12.     Asset Write-Down

> During 2001, the Company determined that the carrying value of eight vessels
> exceeded their estimated fair values. Accordingly, the Company reduced the net
> book value of these eight vessels to their estimated fair values, resulting in a
> non-cash asset write-down of approximately $24,260,000.
> Six of the vessels were located in the U.S. Gulf of Mexico and had been
> removed from active status for extended periods. The vessels were permanently
> withdrawn from service when the Company determined that it would no longer be
> economically feasible to refurbish and reactivate these vessels due to their age
> and overall condition. The Company determined their fair values using a
> combination of estimates of fair values obtained from third parties and detailed
> analyses of residual equipment values assuming that certain vessels would be
> scrapped. The Company reduced the value of these six vessels by approximately
> $21,249,000. Operating losses, primarily from depreciation and insurance
> expense, generated by these vessels during the years ended December 31, 2001,
> 2000 and 1999 were $1,771,000, $1,964,000, and $1,844,000, respectively.
> The other two vessels are located in the North Sea and are still in service;
> however, due to their age and declining utilization, the Company determined that
> their carrying values exceeded their estimated fair values. Accordingly, their
> net book values were adjusted to their estimated fair values based on
> projections of the future cash flows of the vessels over their remaining lives,
> discounted at a current market rate of interest. The write-down associated with
> these two vessels was approximately $3,011,000.
> In June 1999, the Company adjusted the net book value of a vessel acquired as
> part of a larger acquisition, which was deemed by Company management to be in a
> condition incapable of operation at the time of acquisition and had never been
> activated. Due to the substantially lower day rates available for its vessels,
> in general, and the overall condition and age of this vessel, the Company
> determined that it would not be economically feasible to refurbish and activate
> this vessel. The Company adjusted the net book value of the vessel to an
> estimated scrap value of $100,000, resulting in a non-cash asset write-down of
> $1,111,000. The operating loss, including depreciation, generated by the vessel
> during the year ended December 31, 1999 was $55,000.

13.     Employee Benefit Plans

> Profit Sharing PlanThe Company has a defined contribution profit sharing plan under Section
> 401(k) of the Internal Revenue Code (the "Plan") that covers
> substantially all U.S. employees meeting certain eligibility requirements.
> Employees may contribute up to 15% (subject to certain ERISA limitations) of
> their eligible compensation on a pre-tax basis. The Company will match 25% of
> the participants' before tax savings contributions up to 5% of the
> participants' taxable wages or salary. The Company may also make a matching
> contribution to the Plan at its discretion.The Company expensed
> contributions to the Plan for the years ended December 31, 2001, 2000 and
> 1999 of approximately $245,000, $60,000 and $229,000, respectively.
> Pension Plan and Employee Benefits
> 
> Substantially all of the Company's Norwegian and United Kingdom employees
> are covered by a number of noncontributory, defined benefit pension plans, which
> were acquired in association with the acquisition of Trico Supply. Benefits are
> based primarily on participants' compensation and years of credited services.
> The Company's policy is to fund contributions to the plans based upon
> actuarial computations. Plan assets include investments in debt and equity
> securities and property.

(in thousands)2001
      
      2000Change in Benefit ObligationBenefit obligation at beginning of year
      $ 1,801
      
      $ 1,614Service cost
      242
      
      249Interest cost
      
      98
      
      77Translation adjustment and other
      100
      
      (139)Benefit obligation at end of year
      $ 2,241
      
      $ 1,801Change in Plan AssetsFair value of plan assets at beginning of year
      $ 1,839
      
      $ 1,519Actual return on plan assets
      154
      
      103Contributions
      338
      
      330Benefits paid
      -
      
      -Translation adjustment and other
      113
      
      (113)Fair value of plan assets at end of year
      $ 2,444
      
      $ 1,839Funded status, (under funded) over funded
      $204
      
      $     37Unrecognized net actuarial gain (loss)
      7
      
      1Prepaid (accrued) benefit cost
      $   211
      
      $    38Weighted-Average AssumptionsDiscount rate
      6.25%
      
      6.00%Return on plan assets
      7.25%
      
      7.00%Rate of compensation increase
      3.30%
      
      3.30%


Components of Net Periodic Benefit Cost
    2001
    
    2000
    
    1999Service cost
    $ 242
    
    $ 249
    
    $ 296Interest cost
    98
    
    77
    
    76Return on plan assets
    (154)
    
    (103)
    
    (80)Social security contributions
    36
    
    34
    
    43Recognized net actuarial loss
    (15)
    
    (10)
    
    35Net periodic benefit cost
    $ 207
    
    $ 247
    
    $ 370


> The vested benefit obligation
> is calculated as the actuarial present value of the vested benefits to which
> employees are currently entitled based on the employees' expected date of
> separation or retirement.
> The projected benefit obligation, accumulated benefit obligation, and fair
> value of plan assets for the pension plan with accumulated benefit obligations
> in excess of plan assets were $1,891,000, $1,480,000 and $2,436,000,
> respectively, as of December 31, 2001 and $791,000, $557,000 and $672,000,
> respectively, as of December 31, 2000.

14.     Commitments and Contingencies

> During 2001, the Company entered into agreements to acquire two 279-foot
> platform supply vessels currently under construction in Norway for NOK
> 390,700,000 ($43,544,000). The vessels are scheduled for delivery in May and
> September 2002. The Company also entered into agreements to construct three
> 155-foot crew boats in the United States for a total cost of approximately
> $10,934,000. The vessels are scheduled for delivery at various times in the
> fourth quarter of 2002 and first quarter 2003. Payment terms under these
> contracts call for progress payments at various points throughout the
> construction period. As of December 31, 2001, the Company has made progress
> payments of approximately $5,883,000 on the five vessels. Total remaining
> committed costs of the five vessels are expected to be approximately
> $48,595,000.
> 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 resolved within the limits of the Company's insurance coverages. At
> December 31, 2001 and 2000, the Company has accrued a liability in the amount of
> approximately $1,766,000 and $1,890,000, 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
> from amounts accrued.

15.     Fair Value of Financial Instruments

> The estimated fair values of financial instruments 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.
> Cash and cash equivalents: The carrying amounts approximate fair value
> due to the short-term nature of these instruments.
> Long-term debt: The carrying amounts of the Company's variable rate
> debt approximate fair value because the interest rates are based on floating
> rates identified by reference to market rates. The fair value of the Company's
> fixed rate debt is based on quoted market prices, where available, or discounted
> future cash flows based on the Company's current incremental borrowing rates
> for similar types of borrowing arrangements as of the balance sheet date. The
> carrying amounts and fair values of long-term debt, including accrued interest,
> as of December 31, 2001 and 2000 were as follows (in thousands):
> 2001
> 
>  
>   2000Carrying amount
> $ 314,245
> 
>  
> $ 335,891Fair value
> $ 284,055
> 
>  
> $ 319,376Foreign currency forward exchange contracts: Fair value is estimated by
> obtaining quotes from brokers.

16.     Quarterly Financial Data (Unaudited)

Year ended December 31, 2001
        First
        
        Second
        
        Third
        
        Fourth(Dollars in thousands, except per share amounts)Revenues
        
        $ 43,277
        
        $ 49,986
        
        $ 47,661
        
        $ 41,701Operating income (loss)
        9,870
        
        14,420
        
        (12,744)
        
        5,707Income (loss) before extraordinary item, net of tax
        1,963
        
        5,446
        
        (13,448)
        
        (884)Net income (loss)
        1,963
        
        5,446
        
        (13,448)
        
        (884)Basic and diluted earnings per share:Net income (loss) before extraordinary item peraverage common share outstanding
        0.05
        
        0.15
        
        (0.37)
        
        (0.02)Year ended December 31, 2000
        First
        
        Second
        
        Third
        
        Fourth(Dollars in thousands, except per share amounts)Revenues
        
        $ 26,381
        
        $ 29,482
        
        $ 35,285
        
        $ 41,739Operating income (loss)
        (4,413)
        
        1,442
        
        4,619
        
        9,719Income (loss) before extraordinary item, net of tax
        (9,061)
        
        (4,175)
        
        (1,594)
        
        1,393Net income (loss)
        (9,061)
        
        (3,460)
        
        (1,594)
        
        1,393Basic and diluted earnings per share:Net income (loss) before extraordinary item peraverage common share outstanding
        (0.32)
        
        (0.13)
        
        (0.04)
        
        0.04


17.     Segment and Geographic Information

> The Company is a provider of marine vessels and related 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 as those described in the
> summary of significant accounting policies 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. The Company evaluates performance based on net income
> (loss). The U.S. segment represents the domestic operations; the North Sea
> segment includes Norway and the United Kingdom, and the other segment includes
> primarily Latin America. Long-term debt and related interest expense associated
> with the acquisitions of foreign subsidiaries are reflected in the U.S. segment.
> Segment data as of and for the years ended December 31, 2001, 2000 and 1999 are
> as follows:

December 31,
      2001
    U.S.
    

    North Sea
    

    Other
    

    TotalsRevenues from
  external customers
$ 99,021


$ 73,228


$ 10,376


$ 182,625Intersegment
      revenues
    144
    

    -
    

    -
    

    144Interest
      revenue
    752
    

    269
    

    2
    

    1,023Interest
      expense
    22,654
    

    3,566
    

    12
    

    26,232Depreciation
      and amortization expense
    28,142
    

    16,837
    

    2,699
    

    47,678Income tax
      expense (benefit)
    (8,802)
    

    5,867
    

    (382)
    

    (3,317)Segment net
      income (loss)
    (16,432)
    

    11,377
    

    (1,868)
    

    (6,923)Long-lived
      assets
    187,842
    

    224,545
    

    37,670
    

    450,057Segment total
      assets
    561,265
    

    340,695
    

    39,474
    

    941,434Expenditures
      for segment assets
    10,961
    

    14,171
    

    1,547
    

    26,679December 31, 2000
U.S.


North Sea


Other


TotalsRevenues from
  external customers
$ 70,044


$ 54,395


$ 8,448


$ 132,887Intersegment
      revenues
    144
    

    -
    

    -
    

    144Interest
      revenue
    640
    

    276
    

    2
    

    918Interest
      expense
    25,575
    

    4,272
    

    36
    

    29,883Depreciation
      and amortization expense
    29,709
    

    16,151
    

    2,778
    

    48,638Income tax
      expense (benefit)
    (8,915)
    

    3,581
    

    2
    

    (5,332)Extraordinary
      item, net of taxes
    715
    

    -
    

    -
    

    715Segment net
      income (loss)
    (16,990)
    

    4,534
    

    (266)
    

    (12,722)Long-lived
      assets
    220,275
    

    231,550
    

    39,237
    

    491,062Segment total
      assets
    577,852
    

    344,103
    

    39,976
    

    961,931Expenditures
      for segment assets
    6,104
    

    5,026
    

    2,108
    

    13,238December 31, 1999
U.S.


North Sea


Other


TotalsRevenues from
  external customers
$ 47,982


$ 55,828


$ 6,990


$ 110,800Intersegment
      revenues
    324
    

    -
    

    -
    

    324Interest
      revenue
    279
    

    387
    

    1
    

    667Interest
      expense
    28,372
    

    3,600
    

    15
    

    31,987Depreciation
      and amortization expense
    32,930
    

    15,497
    

    22
    

    48,449Income tax
      expense (benefit)
    (17,858)
    

    2,073
    

    -
    

    (15,785)Extraordinary
      item, net of taxes
    1,830
    

    -
    

    -
    

    1,830Segment net
      income (loss)
    (35,846)
    

    4,949
    

    (2,513)
    

    (33,410)Long-lived
      assets
    252,398
    

    268,858
    

    32,132
    

    553,388Segment total
      assets
    600,925
    

    393,263
    

    32,714
    

    1,026,902Expenditures
      for segment assets
    28,386
    

    19,547
    

    1,215
    

    49,148




> A reconciliation of segment
> data to consolidated data as of December 31, 2001, 2000 and 1999 is as follows:

2001
      
      2000
      
      1999RevenuesTotal revenues from external customers andintersegment revenues for reportable segments
      $ 182,769
      
      $ 133,031
      
      $111,124Elimination of intersegment revenues
      (144)
      
      (144)
      
      (324)Total consolidated revenues
      $ 182,625
      
      $ 132,887
      
      $    110,800AssetsTotal assets for reportable segments
      $ 941,434
      
      $ 961,931
      
      $ 1,026,902Elimination of intersegment receivables
      (4,527)
      
      (3,180)
      
      (1,899)Elimination of investment in subsidiaries
      (281,195)
      
      (280,629)
      
      (294,424)Total consolidated assets
      $ 655,712
      
      $ 678,122
      
      $   730,579




> For the year ended December
> 31, 2001, revenues from one customer and its affiliates were approximately
> $29,695,000, or 16% of the Company's consolidated revenues. Revenues for the
> Company's U.S. and North Sea segments include $22,590,000 and $7,105,000 of
> these revenues, respectively.
> For the years ended December 31, 2000 and 1999, revenues from another
> customer of the Company's North Sea segment represented approximately
> $13,401,000 and $20,554,000, or 10% and 19%, respectively, of the Company's
> consolidated revenues.

18.    Separate Financial Statements for Subsidiary Guarantors

> 

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.



Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial

None.



PART III

Item 10. Directors and Executive Officers of the
Registrant

Information concerning the Company's directors and officers
called for by this item will be included in the Company's definitive Proxy
Statement prepared in connection with the 2002 Annual Meeting of Stockholders
and is incorporated herein by reference.

Item 11. Executive Compensation

Information concerning the compensation of the Company's
executives called for by this item will be included in the Company's definitive
Proxy Statement prepared in connection with the 2002 Annual Meeting of
Stockholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners
and Management

Information concerning security ownership of certain
beneficial owners and management called for by this item will be included in the
Company's definitive Proxy Statement prepared in connection with the 2002 Annual
Meeting of Stockholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related
transactions called for by this item will be included in the Company's
definitive Proxy Statement prepared in connection with the 2002 Annual Meeting
of Stockholders and is incorporated herein by reference.



PART IV

Item. 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K

(a) The following financial statements, schedules and
exhibits are filed as part of this Report:

(1)
Financial Statements. Reference is made to Item 8 hereof.

(2)
        Financial Statement Schedules

> Report of Independent Accountants on Financial
>             Statement Schedule
>             Schedule II -- Valuation and Qualifying Accounts

(3)
Exhibits.   
See Index to Exhibits on page E-1. The Company
will furnish to any eligible stockholder, upon written request of such
stockholder, a copy of any exhibit listed upon the payment of a reasonable fee
equal to the Company's expenses in furnishing such exhibit.

On October 26, 2001, we filed a Form 8-K reporting under Item 5 our results
for the quarter ended September 30, 2001.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)Date:
 March 20, 2002
      By:  /S/ THOMAS E. FAIRLEY

                             
      Thomas E. Fairley
                 President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report 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. FairleyThomas E. Fairley               | President, Chief Executive Officer and Director
			(Principal Executive Officer)              | March 20, 2002
|                                                     |                                                                                               |               
|/s/ Ronald O. PalmerRonald O. Palmer                 | Chairman of the Board                                                                         | March 20, 2002
|                                                     |                                                                                               |               
|/s/ Victor M. PerezVictor M. Perez                   | Vice President, Chief Financial Officer and Treasurer
          (Principal Financial Officer) | March 20, 2002
|                                                     |                                                                                               |               
|/s/ Kenneth W. BourgeoisKenneth W. Bourgeois         | Vice President and Controller  (Principal Accounting Officer)                                 | March 20, 2002
|                                                     |                                                                                               |               
|/s/ H. K. AcordH. K. Acord                           | Director                                                                                      | March 20, 2002
|                                                     |                                                                                               |               
|/s/ Benjamin F. BailarBenjamin F. Bailar             | Director                                                                                      | March 20, 2002
|                                                     |                                                                                               |               
|/s/ James C. Comis IIIJames C. Comis III             | Director                                                                                      | March 20, 2002
|                                                     |                                                                                               |               
|/s/ Edward C. Hutcheson, Jr.Edward C. Hutcheson, Jr. | Director                                                                                      | March 20, 2002
|                                                     |                                                                                               |               



REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

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

Our audits on the consolidated financial statements referred
to in our report dated February 28, 2002, are included in Item 8 in this Annual
Report on Form 10-K also included an audit of the financial statement schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.

PricewaterhouseCoopers LLP



New Orleans, Louisiana
February 28, 2002



Schedule II





TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts
for the years ended December 31, 2001, 2000 and 1999
(in thousands)

---

|Column A                                                      | Column B                                         | Column C                                                   | Column C                              | Column D                      | Column E                            
|------------------------------------------------------------- | ------------------------------------------------ | ---------------------------------------------------------- | ------------------------------------- | ----------------------------- | ------------------------------------
|Description                                                   | Balance
      at
      beginning
      of period | Charged
      (Credited)
      to costs and
      expenses | Charged
      to other
      accounts | Recoveries
      (Deductions) | Balance at
      end of
      period
|2001Deducted in balance sheet from
      accounts receivable: |                                                  |                                                            |                                       |                               |                                     
|Allowance for doubtful
        accounts - trade               | $184                                             | $120                                                       | $                                    | $ 34                          | $338                                
|                                                              |                                                 
|2000Deducted in balance sheet from
      accounts receivable: |                                                  |                                                            |                                       |                               |                                     
|Allowance for doubtful
        accounts - trade               | $420                                             | $                                                         | $                                    | $(236)                        | $184                                
|                                                              |                                                 
|1999Deducted in balance sheet from
      accounts receivable: |                                                  |                                                            |                                       |                               |                                     
|Allowance for doubtful
        accounts - trade               | $691                                             | $(271)                                                     | $                                    | $                            | $420                                
|                                                              |                                                 

TRICO MARINE SERVICES, INC.

EXHIBIT INDEX

|ExhibitNumber |                                                                                                                                                                                                                                                                                                                                                                                                                                        | Sequentially  
  Numbered   Pages
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|3.1           | Amended and Restated Certificate of Incorporation of
    the Company. (1)                                                                                                                                                                                                                                                                                                                                                              |                                  
|3.2           | Amendment to Amended and Restated Certificate of
    Incorporation of the Company.(11)                                                                                                                                                                                                                                                                                                                                                 |                                  
|3.3           | Bylaws of the Company, as amended. (1)                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|4.1           | Specimen Common Stock Certificate. (2)                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|4.2           | Indenture dated September 22, 1998 by and among the
    Company, Trico Marine Operators, Inc., Trico Marine Assets, Inc., Trico
    Marine International Holdings, B.V., Saevik Supply ASA, Saevik Shipping AS,
    and Chase Bank of Texas, National Association, as Trustee
    ("Indenture"). (3)                                                                                                                                   |                                  
|4.3           | Form of Note and Subsidiary Guarantee under the
    Indenture. (3)                                                                                                                                                                                                                                                                                                                                                                     |                                  
|4.4           | Rights Agreement dated as of February 19, 1998
    between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
    Agent.(4)                                                                                                                                                                                                                                                                                           |                                  
|4.5           | Form of Rights Certificate and of Election to Exercise.(4)                                                                                                                                                                                                                                                                                                                                                                             |                                  
|4.6           | Certificate of Designations for the Company's Series AA Participating
    Cumulative Preference Stock.(4)                                                                                                                                                                                                                                                                                                                              |                                  
|10.1          | Form of Indemnity Agreement by and between the
      Company and each of the Company's directors. (2)                                                                                                                                                                                                                                                                                                                                  |                                  
|10.2          | Third Amended and Restated Revolving Credit
      Agreement dated as of July 19, 1999 by and among the Company, Trico Marine
      Operators, Inc., Trico Marine Assets, Inc., and Wells Fargo Bank, N.A. as
      agent for itself and the other lending institutions that may become party
      thereto from time to time in accordance with the terms thereof.(5)                                                                  |                                  
|10.3          | First Amendment effective as of September 30, 1999 to the Third Amended
      and Restated Revolving Credit Agreement dated as of July 19, 1999 by and
      among the Company, Trico Marine Operators, Inc., Trico Marine Assets,
      Inc., and Wells Fargo Bank, N.A. as agent for itself and the other lending
      institutions that may become party thereto from time to time in accordance
      with the terms thereof. (6) |                                  
|10.4          | Second Amendment effective as of December 31, 1999 to the Third Amended
      and Restated Revolving Credit Agreement dated as of July 19, 1999 by and
      among the Company, Trico Marine Operators, Inc., Trico Marine Assets,
      Inc., and Wells Fargo Bank, N.A. as agent for itself and the other lending
      institutions that may become party thereto from time to time in accordance
      with the terms thereof.(8)  |                                  
|10.5          | Loan Agreement dated as of June 23, 1998 between Saevik Shipping, AS,
      Den Norske Bank, ASA, as agent for itself and the other lending
      institutions that may become party thereto from time in accordance with
      the terms thereof.(7)                                                                                                                                                                                  |                                  
|10.6          | Third Amendment effective as of March 31, 2000 to the Third Amended and
      Restated Revolving Credit Agreement dated as of May 10, 2000 by and among
      the Company, Trico Marine Operators, Inc., Trico Marine Assets, Inc., and
      Wells Fargo Bank, N.A. as agent for itself and the other lending
      institutions that may become party thereto from time to time in accordance
      with the terms thereof. (9)      |                                  
|10.7          | Fourth Amendment to the Third Amended and Restated Credit Agreement
      dated as of August 11, 2000 by and among the Company, Trico Marine
      Operators, Inc., Trico Marine Assets, Inc., and Wells Fargo Bank, N.A. as
      agent for itself and the other lending institutions that may become party
      thereto from time to time in accordance with the terms thereof. (10)                                                |                                  
|10.8          | Purchase Agreement dated as of April 16, 1999 by and among the Company,
    Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (5)                                                                                                                                                                                                                                                                                     |                                  
|10.9          | Stockholders' Agreement dated as of May 6, 1999 among the Company,
    Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (5)                                                                                                                                                                                                                                                                                          |                                  
|10.10         | Loan Agreement dated as of April 18, 2000 between Trico Shipping AS and
    Den Norske Bank ASA, as agent for itself and Nedship Bank N.V.(11)                                                                                                                                                                                                                                                                                         |                                  
|10.11         | Supplement dated April 18, 2000 to Loan Agreement dated as of April 18,
    2000 between Trico Shipping AS and Den Norske Bank ASA, as agent for itself
    and Nedship Bank N.V.(11)                                                                                                                                                                                                                                                  |                                  
|10.12         | The Company's 1996 Incentive Compensation Plan. (2)*                                                                                                                                                                                                                                                                                                                                                                                   |                                  
|10.13         | The Company's 1993 Stock Option Plan. (2)*                                                                                                                                                                                                                                                                                                                                                                                             |                                  
|10.14         | Form of Stock Option Agreement under the 1993 Stock Option Plan. (2)
  *                                                                                                                                                                                                                                                                                                                                                               |                                  
|10.15         | Form of Option Agreement under the 1996 Incentive Compensation Plan. (2)
  *                                                                                                                                                                                                                                                                                                                                                           |                                  
|10.16         | Form of Noncompetition, Nondisclosure and Severance Agreements between the
    Company and each of its Executive 
 Officers. (2) *                                                                                                                                                                                                                                                                                                     |                                  
|10.17         | Fifth Amendment to the Third Amended and Restated Credit Agreement dated
    as of July 31, 2001 by and among the Company, Trico Marine Operators, Inc.,
    Trico Marine Assets, Inc., and Wells Fargo Bank, N.A. as agent for itself
    and the other lending institutions that may become party thereto from time
    to time in accordance with the terms thereof.                                                                |                                  
|12.1          | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                     |                                  
|21.1          | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                           |                                  
|23.1          | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                                                                                                 |                                  

_________________

|(1)  | Incorporated by reference to the Company's Current
Report on Form 8-K dated July 21, 1997.                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration Statement
  No. 333-2990).                             
|(3)  | Incorporated by reference to the Company's Current Report on
  Form 8-K dated November 19, 1998.                                                   
|(4)  | Incorporated by reference to the Company's Registration
  Statement on Form 8-A filed on March 6, 1998.                                            
|(5)  | Incorporated by reference to the Company's
quarterly report on Form 10-Q filed on August 16, 1999 for the
  quarter ended June 30, 1999.           
|(6)  | Incorporated by reference to the Company's
quarterly report on Form 10-Q filed on November 12, 1999 for
  the quarter ended September 30, 1999.    
|(7)  | Incorporated by reference to the Company's 1998
Annual Report on Form 10-K dated March 26, 1999.                                                   
|(8)  | Incorporated by reference to the Company's 1999
Annual Report on Form 10-K dated March 27, 2000.                                                   
|(9)  | Incorporated by reference to the Company's
    Quarterly Report on Form 10-Q filed on May 12, 2000 for the
  quarter ended March 31, 2000.         
|(10) | Incorporated by reference to the Company's
    Quarterly Report on Form 10-Q filed on November 12, 2000 for the
  quarter ended September 30, 2000.
|(11) | Incorporated by reference to the Company's
    2000 Annual Report on Form 10-K dated February 28, 2001.                                            
|*    | Management Contract or Compensation Plan or Arrangement.